AFFILIATES, IF, IN
THE JUDGMENT OF SUCH LENDER, SUCH DESIGNATION OR ASSIGNMENT (I) WOULD ELIMINATE
OR REDUCE AMOUNTS PAYABLE PURSUANT TO SECTION 2.12 OR 2.14, AS THE CASE MAY BE,
IN THE FUTURE AND (II) WOULD NOT SUBJECT SUCH LENDER TO ANY UNREIMBURSED COST OR
EXPENSE AND WOULD NOT OTHERWISE BE DISADVANTAGEOUS TO SUCH LENDER.
THE BORROWER
HEREBY AGREES TO PAY ALL REASONABLE COSTS AND EXPENSES INCURRED BY ANY LENDER IN
CONNECTION WITH ANY SUCH DESIGNATION OR ASSIGNMENT.
(B)
IF (I) ANY LENDER REQUESTS COMPENSATION UNDER SECTION 2.12, (II)
THE BORROWER IS REQUIRED TO PAY ANY ADDITIONAL AMOUNT TO ANY LENDER OR ANY
GOVERNMENTAL AUTHORITY FOR THE ACCOUNT OF ANY LENDER PURSUANT TO SECTION 2.14,
(III) ANY LENDER DEFAULTS IN ITS OBLIGATION TO FUND LOANS HEREUNDER OR (IV) IN
CONNECTION WITH ANY PROPOSED AMENDMENT, MODIFICATION, TERMINATION, WAIVER OR
CONSENT WITH RESPECT TO ANY OF THE PROVISIONS HEREOF AS CONTEMPLATED BY SECTION
9.02, THE CONSENT OF REQUIRED LENDERS SHALL HAVE BEEN OBTAINED BUT THE CONSENT
OF ONE OR MORE OF SUCH OTHER LENDERS WHOSE CONSENT IS REQUIRED SHALL NOT HAVE
BEEN OBTAINED, 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, 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 2.12 OR PAYMENTS REQUIRED TO BE MADE PURSUANT TO
SECTION 2.14,
26
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 2.17.
EXTENSION OF MATURITY DATE.
(A)
NOT EARLIER THAN NINETY (90) DAYS PRIOR TO, NOR LATER THAN
FORTY-FIVE (45) DAYS PRIOR TO, THE THEN STATED MATURITY DATE, THE BORROWER MAY,
UPON WRITTEN NOTICE TO THE ADMINISTRATIVE AGENT (WHICH SHALL PROMPTLY NOTIFY THE
LENDERS), REQUEST A 364-DAY EXTENSION OF THE STATED MATURITY DATE THEN IN
EFFECT; PROVIDED THAT THE BORROWER SHALL NOT HAVE EXERCISED ITS TERM-OUT
OPTION.
WITHIN FIFTEEN (15) BUSINESS DAYS OF DELIVERY OF SUCH NOTICE, EACH
LENDER