IF ANY
LENDER DEFAULTS IN ITS OBLIGATION TO FUND LOANS HEREUNDER, THEN THE BORROWER
MAY, AT ITS SOLE EXPENSE AND EFFORT, UPON NOTICE TO SUCH LENDER AND THE
ADMINISTRATIVE AGENT, REQUIRE SUCH LENDER TO ASSIGN AND DELEGATE, WITHOUT
RECOURSE (IN ACCORDANCE WITH AND SUBJECT TO THE RESTRICTIONS CONTAINED IN
SECTION 9.04), ALL ITS INTERESTS, RIGHTS AND OBLIGATIONS UNDER THIS AGREEMENT
(OTHER THAN ANY OUTSTANDING COMPETITIVE LOANS HELD BY IT) TO AN ASSIGNEE THAT
SHALL ASSUME SUCH OBLIGATIONS (WHICH ASSIGNEE MAY BE ANOTHER LENDER, IF A LENDER
ACCEPTS SUCH ASSIGNMENT); PROVIDED THAT (I) THE BORROWER SHALL HAVE RECEIVED THE
PRIOR WRITTEN CONSENT OF THE ADMINISTRATIVE AGENT, WHICH CONSENT SHALL NOT
UNREASONABLY BE WITHHELD, (II) SUCH LENDER SHALL HAVE RECEIVED PAYMENT OF AN
AMOUNT EQUAL TO THE OUTSTANDING PRINCIPAL OF ITS LOANS (OTHER THAN COMPETITIVE
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 THE 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 2.13 OR PAYMENTS REQUIRED TO BE MADE PURSUANT TO
SECTION 2.15, 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 THE BORROWER TO REQUIRE SUCH ASSIGNMENT
AND DELEGATION CEASE TO APPLY.
SECTION 2.18.
New Lenders; Commitment Increases.
(a)
With the consent of the
Borrower and the Administrative Agent (which, in the case of the Administrative
Agent, shall not be unreasonably withheld), (i) one or more additional banks or
other financial institutions may become a party to this Agreement by executing a
supplement hereto, in form and substance satisfactory to such bank or other
financial institution, the Borrower and the Administrative Agent, whereupon such
bank or other financial institution (a "New Lender") shall become a Lender for
all purposes hereof 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 Schedule
2.01 hereto shall be deemed to be amended to add the name, address and
Commitment of such New Lender, and (ii) any Lender may increase the amount of
its Commitment by executing a supplement hereto, in form and substance
satisfactory to such Lender, the Borrower 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
Schedule 2.01 hereto shall be deemed to be amended to reflect such increase in
the Commitment of such Lender.
In no event may the aggregate Commitments be
increased above $300,000,000 pursuant to any supplement described in this
Section 2.18(a).
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(B)
IF ON THE DATE UPON WHICH A BANK OR OTHER FINANCIAL INSTITUTION BECOMES A