THE FACILITY LC COLLATERAL ACCOUNT IN EACH CASE OTHER THAN AS
REQUIRED BY SECTION 8.1 AND THE IMMEDIATELY PRECEDING SENTENCE.
2.20.12
RIGHTS AS A LENDER.
IN ITS CAPACITY AS A LENDER, EACH LC ISSUER SHALL
HAVE THE SAME RIGHTS AND OBLIGATIONS AS ANY OTHER LENDER.
2.21.
INCREASE OF AGGREGATE COMMITMENT.
SUBJECT TO SECTION 2.5 AND THE
OTHER TERMS AND CONDITIONS OF THIS AGREEMENT, AT ANY TIME PRIOR TO THE FACILITY
TERMINATION DATE, THE BORROWER MAY, ON THE TERMS SET FORTH BELOW, REQUEST THAT
(A) THE AGGREGATE COMMITMENT HEREUNDER BE INCREASED BY AN AMOUNT UP TO
$200,000,000 AND/OR (B) TERM LOANS BE ISSUED HEREUNDER (SUCH TERM LOANS BEING
"TERM LOANS") ON TERMS AND CONDITIONS (INCLUDING, WITHOUT LIMITATION, PRICING,
AMORTIZATION, PREPAYMENT AND RELATED INTEREST RATE HEDGING) REASONABLY
ACCEPTABLE TO THE AGENT IN AN AGGREGATE PRINCIPAL AMOUNT UP TO $200,000,000;
PROVIDED, HOWEVER, THAT (I) NO SUCH INCREASE SHALL CAUSE THE AGGREGATE
COMMITMENT PLUS ALL TERM LOANS TO EXCEED (X) $625,000,000 MINUS (Y) ANY
REDUCTION IN THE COMMITMENTS UNDER SECTION 2.5.2 AND ALL THERETOFORE SCHEDULED
PRINCIPAL PAYMENTS OR PREPAYMENTS IN RESPECT OF ANY TERM LOANS, (II) AN INCREASE
IN THE AGGREGATE COMMITMENT OR ISSUANCE OF TERM LOANS HEREUNDER MAY ONLY BE MADE
AT A TIME WHEN NO DEFAULT OR UNMATURED DEFAULT SHALL HAVE OCCURRED AND BE
CONTINUING OR WOULD RESULT THEREFROM AND (III) NO LENDER'S COMMITMENT SHALL BE
INCREASED, NOR SHALL ANY LENDER HAVE ANY COMMITMENT TO MAKE ANY TERM LOAN, UNDER
THIS SECTION 2.21 WITHOUT ITS CONSENT.
IN THE EVENT OF SUCH A REQUESTED
INCREASE IN THE AGGREGATE COMMITMENT OR ISSUANCE OF TERM LOANS, ANY FINANCIAL
INSTITUTION SELECTED BY THE BORROWER AND THE ARRANGER, AND REASONABLY
34
ACCEPTABLE TO THE AGENT, MAY BECOME A LENDER OR INCREASE ITS COMMITMENT OR ISSUE
SUCH TERM LOANS AND MAY SET THE AMOUNT OF ITS COMMITMENT OR TERM LOAN, AS
APPLICABLE, AT A LEVEL AGREED TO BY THE BORROWER AND THE AGENT.
IN THE EVENT
THAT THE BORROWER AND ONE OR MORE OF THE LENDERS (OR OTHER FINANCIAL
INSTITUTIONS) SHALL AGREE UPON SUCH AN INCREASE IN THE AGGREGATE COMMITMENT
AND/OR ISSUANCE OF TERM LOANS (I) THE BORROWER, THE AGENT AND EACH LENDER OR
OTHER FINANCIAL INSTITUTION INCREASING ITS COMMITMENT OR EXTENDING A NEW
COMMITMENT OR TERM LOAN SHALL ENTER INTO AN AMENDMENT TO THIS AGREEMENT SETTING
FORTH THE AMOUNTS OF THE COMMITMENTS AND TERM LOANS, AS APPLICABLE, AS SO
INCREASED, PROVIDING THAT THE FINANCIAL INSTITUTIONS EXTENDING NEW COMMITMENTS
OR TERM LOANS SHALL BE LENDERS FOR ALL PURPOSES UNDER THIS AGREEMENT, AND
SETTING FORTH SUCH ADDITIONAL PROVISIONS AS THE AGENT SHALL CONSIDER REASONABLY
APPROPRIATE AND (II) THE BORROWER SHALL FURNISH, IF REQUESTED, A NEW NOTE TO
EACH FINANCIAL INSTITUTION THAT IS EXTENDING A NEW COMMITMENT OR TERM LOAN OR
INCREASING ITS COMMITMENT.
NO SUCH AMENDMENT SHALL REQUIRE THE APPROVAL OR
CONSENT OF ANY LENDER WHOSE COMMITMENT IS NOT BEING INCREASED.
UPON THE
EXECUTION AND DELIVERY OF SUCH AMENDMENT AS PROVIDED ABOVE, AND UPON
SATISFACTION OF SUCH OTHER CONDITIONS AS THE AGENT MAY REASONABLY SPECIFY UPON
THE REQUEST