ITS COMMITMENT (EACH SUCH
PURCHASER SO DECLINING OR BEING DEEMED TO HAVE DECLINED, A "NON-INCREASING
PURCHASER").
IF, AT THE END OF SUCH PERIOD OF TEN (10) BUSINESS DAYS, ALL OR
SOME OF SUCH PURCHASERS SHALL HAVE AGREED PURSUANT TO THE PRECEDING SENTENCE TO
INCREASE THEIR COMMITMENTS BY AN AMOUNT THAT IS LESS THAN THE AGGREGATE AMOUNT
REQUESTED BY THE TRANSFEROR (THE DIFFERENCE BETWEEN SUCH REQUESTED AMOUNT AND
THE AMOUNT AGGREGATE AMOUNT AGREED TO BY SUCH PURCHASERS, THE "UNSUBSCRIBED
AMOUNT"), THE TRANSFEROR MAY ARRANGE FOR ONE OR MORE BANKS OR OTHER ENTITIES
(ANY SUCH BANK OR OTHER ENTITY, AN "AUGMENTING PURCHASER"), WHICH MAY INCLUDE
ANY EXISTING PURCHASER, TO EXTEND COMMITMENTS OR INCREASE THEIR EXISTING
COMMITMENTS IN AN AGGREGATE AMOUNT UP TO THE UNSUBSCRIBED AMOUNT, AND THE
ADMINISTRATIVE AGENT WILL PROVIDE TO TRANSFEROR SUCH ASSISTANCE AS TRANSFEROR
REASONABLY MAY REQUEST IN ARRANGING FOR AUGMENTING PURCHASERS.
EACH PROPOSED
AUGMENTING PURCHASER, INCLUDING ANY THAT IS ALREADY A PURCHASER HEREUNDER, SHALL
BE SUBJECT TO THE APPROVAL OF THE ADMINISTRATIVE AGENT (WHICH APPROVAL SHALL NOT
BE UNREASONABLY WITHHELD) AND THE TRANSFEROR.
EACH AUGMENTING PURCHASER
APPROVED BY THE ADMINISTRATIVE AGENT AND THE TRANSFEROR SHALL EXECUTE ALL SUCH
DOCUMENTATION AS THE ADMINISTRATIVE AGENT SHALL REASONABLY SPECIFY TO EVIDENCE
SUCH AUGMENTING PURCHASER'S COMMITMENT AND/OR ITS STATUS AS A PURCHASER
HEREUNDER.
SUBJECT TO THE MINIMUM REQUIREMENTS SET FORTH ABOVE, ANY INCREASE IN
THE COMMITMENTS MAY BE MADE IN AN AMOUNT WHICH IS LESS THAN THE INCREASE
REQUESTED BY THE TRANSFEROR
6
IF THE TRANSFEROR IS UNABLE TO ARRANGE FOR, OR THE TRANSFEROR CHOOSES NOT TO
ARRANGE FOR, SUFFICIENT AUGMENTING PURCHASERS TO PROVIDE THE UNSUBSCRIBED
AMOUNT.
(II)
EACH OF THE PARTIES HERETO HEREBY AGREES THAT THE ADMINISTRATIVE
AGENT MAY TAKE ANY AND ALL ACTIONS AS MAY BE REASONABLY NECESSARY TO ENSURE
THAT, AFTER GIVING EFFECT TO ANY INCREASE IN THE COMMITMENTS PURSUANT TO THIS
SECTION 2.07(B), THE TRANSFERRED INTEREST IS HELD BY THE ADMINISTRATIVE AGENT
FOR THE BENEFIT OF THE PURCHASERS IN ACCORDANCE WITH THEIR RESPECTIVE PRO RATA
SHARES.
THIS MAY BE ACCOMPLISHED AT THE DISCRETION OF THE ADMINISTRATIVE AGENT
BY REALLOCATION OF THE TRANSFERRED INTEREST IN ITS BOOKS AND RECORDS.
(III)
NOTWITHSTANDING THE FOREGOING, NO INCREASE IN THE AGGREGATE
COMMITMENTS SHALL BECOME EFFECTIVE UNDER THIS SECTION 2.07(B) UNLESS ON THE
EFFECTIVE DATE OF SUCH INCREASE, THE CONDITIONS SET FORTH IN SECTION 4.03 SHALL
BE SATISFIED AND THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED A CERTIFICATE TO
THAT EFFECT DATED SUCH DATE AND EXECUTED BY A RESPONSIBLE OFFICER OF THE
TRANSFEROR.
SECTION 2.08.
Fees.
To the extent not otherwise provided for by the
provisions of this Agreement, the Transferor shall pay to the Administrative
Agent, for its own account and the account of each Purchaser, the Fees specified
in the Fee Letter.
SECTION 2.09.
Protection of Ownership Interest of the Purchasers.
(a) The
Transferor will, and will cause each Seller to, from time to time, at its
expense, promptly execute and deliver all instruments and documents and take all
actions as may be necessary or as the Administrative Agent may reasonably