Loans outstanding and all other monetary Obligations and
terminating, or making a cash deposit with respect to all outstanding Letters of
Credit for such Facility.
(b)
Optional Increases of Commitment Amount.
(I)
REQUEST TO INCREASE.
FOLLOWING THE CLOSING DATE, AND PROVIDED NO
EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING, THE BORROWER MAY FROM TIME TO
TIME PROPOSE TO INCREASE THE COMMITMENT AMOUNT FOR ANY FACILITY IN ACCORDANCE
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WITH THIS SECTION 2.16(B).
THE AGGREGATE PRINCIPAL AMOUNT OF THE INCREASE TO
THE COMMITMENT AMOUNT FOR SUCH FACILITY (THE "INCREASED FACILITY AMOUNT") SHALL
NOT EXCEED $100,000,000 AND EACH INCREASE SHALL BE AT LEAST $10,000,000.
THE
BORROWER SHALL PROVIDE NOTICE TO THE ADMINISTRATIVE AGENT OF ANY REQUESTED
INCREASED FACILITY AMOUNT.
THE ADMINISTRATIVE AGENT MAY, IN ITS SOLE
DISCRETION, OFFER ONE OR MORE LENDERS THE OPPORTUNITY (BUT NOT THE OBLIGATION),
FOR A PERIOD OF 20 DAYS FOLLOWING RECEIPT OF SUCH NOTICE, TO ELECT BY NOTICE TO
THE BORROWER AND THE ADMINISTRATIVE AGENT TO SUBSCRIBE TO PARTICIPATE IN THE
INCREASED FACILITY AMOUNT TO THE EXTENT OF ITS PERCENTAGE.
EACH SUCH LENDER
THAT FAILS TO RESPOND TO SUCH A NOTICE SHALL BE DEEMED TO HAVE ELECTED NOT TO
INCREASE ITS PERCENTAGE IN SUCH FACILITY.
(II)
ALLOCATION OF UNSUBSCRIBED AMOUNTS.
IF ANY LENDER OF SUCH
INCREASED FACILITY ELECTS NOT TO INCREASE ITS COMMITMENT PURSUANT TO THIS
SECTION 2.16(B), THE ADMINISTRATIVE AGENT MAY PLACE SUCH UNSUBSCRIBED AMOUNT
WITH ONE OR MORE OTHER FINANCIAL INSTITUTIONS THAT QUALIFY AS ELIGIBLE LENDERS
AND MAY (BUT NEED NOT) BE EXISTING LENDERS.
THE SUM OF THE PORTION OF THE
INCREASED FACILITY AMOUNT SUBSCRIBED UNDER THIS SECTION 2.16(B) AND THE AMOUNT
PLACED PURSUANT TO THE PRECEDING SENTENCE SHALL NOT EXCEED THE INCREASED
FACILITY AMOUNT.
(III)
CONDITIONS PRECEDENT.
ANY INCREASE IN THE COMMITMENT AMOUNT FOR
SUCH FACILITY UNDER THIS SECTION 2.16(B) SHALL BECOME EFFECTIVE UPON THE RECEIPT
BY THE ADMINISTRATIVE AGENT OF:
(A)
AN AMENDMENT TO THIS AGREEMENT, DULY SIGNED BY THE BORROWER, THE
ADMINISTRATIVE AGENT AND EACH LENDER WHOSE COMMITMENT WILL BE INCREASED AND EACH
OTHER LENDER OR ELIGIBLE LENDER WHO HAS SUBSCRIBED TO PROVIDE A PORTION OF THE
INCREASED FACILITY AMOUNT, MODIFYING THE APPLICABLE DEFINITIONS, SETTING FORTH
ANY OTHER AGREEMENTS OF THE BORROWER, THE ADMINISTRATIVE AGENT AND SUCH LENDERS
WITH RESPECT TO PRICING AFFECTING THE INCREASED FACILITY AMOUNT, AND SETTING
FORTH THE AGREEMENT OF EACH ELIGIBLE LENDER TO BECOME A PARTY TO THIS AGREEMENT
AND TO BE BOUND BY ALL THE TERMS AND PROVISIONS HEREOF;
(B)
AMENDMENTS TO ANY OTHER LOAN DOCUMENTS REASONABLY REQUESTED BY THE
ADMINISTRATIVE AGENT IN RELATION TO THE INCREASED FACILITY AMOUNT, WHICH
AMENDMENTS THE ADMINISTRATIVE AGENT IS HEREBY AUTHORIZED TO EXECUTE AND DELIVER
ON BEHALF OF THE LENDERS;
(C)
APPLICABLE NOTES, DULY EXECUTED BY THE BORROWER, AS ANY LENDER OR
ELIGIBLE LENDER MAY REQUIRE;
(D)
EVIDENCE OF APPROPRIATE CORPORATE AUTHORIZATION ON THE PART OF THE
BORROWER WITH RESPECT TO THE INCREASED FACILITY AMOUNT AND THE EXECUTION AND
DELIVERY OF THE DOCUMENTS DESCRIBED IN THIS SECTION 2.16(B)(III);
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(E)
SUCH OPINIONS OF COUNSEL FOR THE BORROWER AND