"Commitment
Increase Notice"); provided, however, that (i) each such increase shall be at
least $10,000,000, (ii) the cumulative increase in Commitments pursuant to this
Section 2.18 shall not exceed $100,000,000, (iii) the Commitment of any Lender
may not be increased without such Lender's consent, and (iv) the aggregate
amount of the Lenders' Commitments shall not exceed $200,000,000.
Any such
Commitment Increase Notice must offer each Lender the opportunity to subscribe
for its pro rata share of the increased Commitments.
If any portion of the
increased Commitments is not subscribed for by such Lenders, the Company may, in
its sole discretion, but with the consent of the Administrative Agent as to any
Person that is not at such time a Lender (which consent shall not be
unreasonably withheld or delayed), offer to any existing Lender or to one or
more additional banks or financial institutions the opportunity to participate
in all or a portion of such unsubscribed portion of the increased Commitments
pursuant to paragraph (b) or (c) below, as applicable.
(B)
ANY ADDITIONAL BANK OR FINANCIAL INSTITUTION THAT THE COMPANY
SELECTS TO OFFER PARTICIPATION IN THE INCREASED COMMITMENTS SHALL BECOME A PARTY
TO THIS AGREEMENT BY EXECUTING AND DELIVERING TO THE ADMINISTRATIVE AGENT A NEW
LENDER AGREEMENT SETTING FORTH ITS COMMITMENT, WHEREUPON SUCH BANK OR FINANCIAL
INSTITUTION (A "NEW LENDER") SHALL BECOME A LENDER FOR ALL PURPOSES AND TO THE
SAME EXTENT AS IF ORIGINALLY A PARTY HERETO AND SHALL BE BOUND BY AND ENTITLED
TO THE BENEFITS OF THIS AGREEMENT, AND THE SIGNATURE PAGES HEREOF SHALL BE
DEEMED TO BE AMENDED TO ADD THE NAME OF SUCH NEW LENDER AND THE DEFINITION OF
COMMITMENT IN SECTION 1.01 HEREOF SHALL BE DEEMED AMENDED TO INCREASE THE
AGGREGATE COMMITMENTS OF THE LENDERS BY THE COMMITMENT OF SUCH NEW LENDER,
PROVIDED THAT THE COMMITMENT OF ANY NEW LENDER SHALL BE AN AMOUNT NOT LESS THAN
$5,000,000 (OR ANY REMAINING PORTION OF THE INCREASED COMMITMENTS NOT SUBSCRIBED
TO BY THE LENDERS).
(C)
ANY LENDER THAT ACCEPTS AN OFFER TO IT BY THE BORROWER TO INCREASE
ITS COMMITMENT PURSUANT TO THIS SECTION 2.18 SHALL, IN EACH CASE, EXECUTE A
COMMITMENT INCREASE AGREEMENT WITH THE COMPANY AND THE ADMINISTRATIVE AGENT,
WHEREUPON SUCH LENDER SHALL BE BOUND BY AND ENTITLED TO THE BENEFITS OF THIS
AGREEMENT WITH RESPECT TO THE FULL AMOUNT OF ITS COMMITMENT AS SO INCREASED, AND
THE DEFINITION OF COMMITMENT IN SECTION 1.01 HEREOF SHALL BE DEEMED TO BE
AMENDED TO REFLECT SUCH INCREASE.
(D)
THE EFFECTIVENESS OF ANY NEW LENDER AGREEMENT OR COMMITMENT
INCREASE AGREEMENT SHALL BE CONTINGENT UPON RECEIPT BY THE ADMINISTRATIVE AGENT
OF SUCH CORPORATE RESOLUTIONS OF THE COMPANY AND LEGAL OPINIONS OF COUNSEL TO
THE COMPANY AS THE ADMINISTRATIVE AGENT SHALL REASONABLY REQUEST WITH RESPECT
THERETO, IN EACH CASE IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE
ADMINISTRATIVE AGENT.
(E)
IF ANY BANK OR FINANCIAL INSTITUTION BECOMES A NEW LENDER PURSUANT
TO SECTION 2.18(B) OR ANY LENDER'S COMMITMENT IS INCREASED PURSUANT TO SECTION
2.18(C), ADDITIONAL LOANS MADE ON OR