UNREASONABLY BE WITHHELD,
(II) SUCH LENDER SHALL HAVE RECEIVED PAYMENT OF AN AMOUNT EQUAL TO THE
OUTSTANDING PRINCIPAL OF ITS LOANS, ACCRUED INTEREST THEREON, ACCRUED FEES AND
ALL OTHER AMOUNTS PAYABLE TO IT HEREUNDER, FROM THE ASSIGNEE (TO THE EXTENT OF
SUCH OUTSTANDING PRINCIPAL AND ACCRUED INTEREST AND FEES) OR BORROWER (IN THE
CASE OF ALL OTHER AMOUNTS), AND (III) IN THE CASE OF ANY SUCH ASSIGNMENT
RESULTING FROM A CLAIM FOR COMPENSATION UNDER SECTION 2.10 HEREOF OR PAYMENTS
REQUIRED TO BE MADE PURSUANT TO SECTION 2.12 HEREOF, SUCH ASSIGNMENT WILL RESULT
IN A REDUCTION IN SUCH COMPENSATION OR PAYMENTS.
A LENDER SHALL NOT BE REQUIRED
TO MAKE ANY SUCH ASSIGNMENT AND DELEGATION IF, PRIOR THERETO, AS A RESULT OF A
WAIVER BY SUCH LENDER OR OTHERWISE, THE CIRCUMSTANCES ENTITLING BORROWER TO
REQUIRE SUCH ASSIGNMENT AND DELEGATION CEASE TO APPLY.
SECTION 2.17
INCREASE OF COMMITMENTS.
(A)
PROVIDED THAT (I) THE BRIDGE LOAN SHALL HAVE REPAID IN FULL, (II)
THE TRANCHE B LOANS SHALL HAVE BEEN PAID IN FULL AND THE TRANCHE B COMMITMENTS
SHALL HAVE BEEN TERMINATED AND (III) NO DEFAULT OR EVENT OF DEFAULT HAS OCCURRED
AND IS CONTINUING, BORROWER MAY, AT ANY TIME AND FROM TIME TO TIME AFTER THE
EFFECTIVE DATE, PROVIDE A WRITTEN REQUEST TO THE ADMINISTRATIVE AGENT TO
INCREASE THE TRANCHE A COMMITMENTS BY UP TO AN AGGREGATE MAXIMUM
52
AMOUNT OF SEVENTY-FIVE MILLION DOLLARS ($75,000,000.00).
SUBJECT TO THE TERMS
HEREOF, BORROWER MAY REQUEST TO OBTAIN SUCH INCREASE IN THE TRANCHE A
COMMITMENTS ("PROPOSED INCREASED COMMITMENT") FROM LENDERS OR BANKS, FINANCIAL
INSTITUTIONS OR OTHER ENTITIES OTHER THAN THE LENDERS.
BORROWER MAY OFFER THE
OPPORTUNITY TO PROVIDE ALL OR A PORTION OF THE PROPOSED INCREASED COMMITMENT TO
(I) TRANCHE A LENDERS AND/OR (II) OTHER BANKS, FINANCIAL INSTITUTIONS OR OTHER
ENTITIES WITH THE CONSENT OF THE ADMINISTRATIVE AGENT AND THE L/C ISSUER (WHICH
CONSENTS OF THE ADMINISTRATIVE AGENT AND THE L/C ISSUER SHALL NOT BE
UNREASONABLY WITHHELD OR DELAYED).
IF OFFERED BY BORROWER, EACH TRANCHE A
LENDER SHALL HAVE THE RIGHT, BUT NOT THE OBLIGATION TO COMMIT TO ALL OR A
PORTION OF ITS PRO RATA AMOUNT OF THE PROPOSED INCREASED COMMITMENT BASED ON THE
THEN EXISTING ALLOCATION OF THE TRANCHE A COMMITMENTS.
AS A PRECONDITION TO
SUCH PROPOSED INCREASED COMMITMENT BECOMING EFFECTIVE, THE ASSET COVERAGE RATIO
COVENANT SHALL BE MET RESPECTING SUCH NEW MAXIMUM AMOUNT.
ANY ADDITIONAL BANK,
FINANCIAL INSTITUTION OR OTHER ENTITY WHICH BORROWER SELECTS TO OFFER A PORTION
OF THE INCREASED AGGREGATE TRANCHE A COMMITMENTS IN ACCORDANCE WITH THE TERMS
HEREOF AND WHICH ELECTS TO BECOME A PARTY TO THIS AGREEMENT AND OBTAIN A TRANCHE
A COMMITMENT IN AN AMOUNT SO OFFERED AND ACCEPTED BY IT PURSUANT TO THIS
SECTION SHALL EXECUTE SUCH INSTRUMENTS, DOCUMENTS AND AGREEMENTS AS THE
ADMINISTRATIVE AGENT SHALL DETERMINE TO CAUSE SUCH BANK, FINANCIAL INSTITUTION
OR OTHER ENTITY TO BECOME A TRANCHE A LENDER HEREUNDER, WHEREUPON SUCH BANK,
FINANCIAL INSTITUTION OR OTHER ENTITY SHALL BECOME A TRANCHE A LENDER FOR ALL
PURPOSES AND TO THE SAME EXTENT AS IF