AMOUNT EQUAL TO ITS PRO RATA SHARE OF THE ADDITIONAL COMMITMENT
AMOUNT.
NO LENDER (OR ANY SUCCESSOR THERETO) SHALL HAVE ANY OBLIGATION TO
INCREASE ITS COMMITMENT OR ITS OTHER OBLIGATIONS UNDER THIS AGREEMENT AND THE
OTHER LOAN DOCUMENTS, AND ANY DECISION BY A LENDER TO INCREASE ITS COMMITMENT
SHALL BE MADE IN ITS SOLE DISCRETION INDEPENDENTLY FROM ANY OTHER LENDER.
(B)
IF ANY LENDER SHALL NOT ELECT TO INCREASE ITS COMMITMENT PURSUANT TO
SUBSECTION (A) OF THIS SECTION 2.23, THE BORROWER MAY DESIGNATE ANOTHER BANK OR
OTHER FINANCIAL INSTITUTION (WHICH MAY BE, BUT NEED NOT BE, ONE OR MORE OF THE
EXISTING LENDERS) WHICH AT THE TIME AGREES TO, IN THE CASE OF ANY SUCH PERSON
THAT IS AN EXISTING LENDER, INCREASE ITS REVOLVING COMMITMENT AND IN THE CASE OF
ANY OTHER SUCH PERSON (AN "ADDITIONAL LENDER"), BECOME A PARTY TO THIS
AGREEMENT; PROVIDED, HOWEVER, THAT ANY NEW BANK OR FINANCIAL INSTITUTION MUST BE
ACCEPTABLE TO THE ADMINISTRATIVE AGENT, WHICH ACCEPTANCE WILL NOT BE
UNREASONABLY WITHHELD OR DELAYED.
THE SUM OF THE INCREASES IN THE COMMITMENTS
OF THE EXISTING LENDERS PURSUANT TO THIS
43
SUBSECTION (B) PLUS THE COMMITMENTS OF THE ADDITIONAL LENDERS SHALL NOT IN THE
AGGREGATE EXCEED THE UNSUBSCRIBED AMOUNT OF THE ADDITIONAL COMMITMENT AMOUNT.
(C)
AN INCREASE IN THE AGGREGATE AMOUNT OF THE COMMITMENTS PURSUANT TO THIS
SECTION 2.23 SHALL BECOME EFFECTIVE UPON THE RECEIPT BY THE ADMINISTRATIVE AGENT
OF AN SUPPLEMENT OR JOINDER IN FORM AND SUBSTANCE SATISFACTORY TO THE
ADMINISTRATIVE AGENT EXECUTED BY THE BORROWER, BY EACH ADDITIONAL LENDER AND BY
EACH OTHER LENDER WHOSE REVOLVING COMMITMENT IS TO BE INCREASED, SETTING FORTH
THE NEW COMMITMENTS OF SUCH LENDERS AND SETTING FORTH THE AGREEMENT OF EACH
ADDITIONAL LENDER TO BECOME A PARTY TO THIS AGREEMENT AND TO BE BOUND BY ALL THE
TERMS AND PROVISIONS HEREOF, TOGETHER WITH NOTES EVIDENCING SUCH INCREASE IN THE
COMMITMENTS, AND SUCH EVIDENCE OF APPROPRIATE CORPORATE AUTHORIZATION ON THE
PART OF THE BORROWER WITH RESPECT TO THE INCREASE IN THE COMMITMENTS AND SUCH
OPINIONS OF COUNSEL FOR THE BORROWER WITH RESPECT TO THE INCREASE IN THE
COMMITMENTS AS THE ADMINISTRATIVE AGENT MAY REASONABLY REQUEST.
(D)
UPON THE ACCEPTANCE OF ANY SUCH SUPPLEMENT OR JOINDER BY THE
ADMINISTRATIVE AGENT, THE COMMITMENTS SHALL AUTOMATICALLY BE INCREASED BY THE
AMOUNT OF THE COMMITMENTS ADDED THROUGH SUCH SUPPLEMENT OR JOINDER AND SCHEDULE
III SHALL AUTOMATICALLY BE DEEMED AMENDED TO REFLECT THE COMMITMENTS OF ALL
LENDERS AFTER GIVING EFFECT TO THE ADDITION OF SUCH COMMITMENTS.
(E)
UPON ANY INCREASE IN THE AGGREGATE AMOUNT OF THE COMMITMENTS PURSUANT TO
THIS SECTION 2.23 THAT IS NOT PRO RATA AMONG ALL LENDERS, (X) WITHIN FIVE
BUSINESS DAYS, IN THE CASE OF ANY BASE RATE LOANS THEN OUTSTANDING, AND AT THE
END OF THE THEN CURRENT INTEREST PERIOD WITH RESPECT THERETO, IN THE CASE OF ANY
EURODOLLAR LOANS THEN OUTSTANDING, THE BORROWER SHALL PREPAY SUCH LOANS IN THEIR
ENTIRETY AND, TO THE EXTENT THE BORROWER ELECTS TO DO SO AND SUBJECT TO THE
CONDITIONS SPECIFIED IN ARTICLE III,