UPON SUCH INCREASE, THE AMOUNT OF THE PARTICIPATIONS HELD BY EACH
LENDER IN EACH LETTER OF CREDIT THEN OUTSTANDING SHALL BE ADJUSTED SUCH THAT,
AFTER GIVING EFFECT TO SUCH
45
ADJUSTMENTS, THE LENDERS SHALL HOLD PARTICIPATIONS IN EACH SUCH LETTER OF CREDIT
IN THE PROPORTION ITS RESPECTIVE REVOLVING COMMITMENT BEARS TO THE AGGREGATE
REVOLVING COMMITMENTS AFTER GIVING EFFECT TO SUCH INCREASE.
SECTION 2.24.
MITIGATION OF OBLIGATIONS.
IF ANY LENDER REQUESTS
COMPENSATION UNDER SECTION 2.18, OR IF 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 2.20, THEN SUCH LENDER SHALL USE REASONABLE
EFFORTS TO DESIGNATE A DIFFERENT LENDING OFFICE FOR FUNDING OR BOOKING ITS LOANS
HEREUNDER OR TO ASSIGN ITS RIGHTS AND OBLIGATIONS HEREUNDER TO ANOTHER OF ITS
OFFICES, BRANCHES OR AFFILIATES, IF, IN THE SOLE JUDGMENT OF SUCH LENDER, SUCH
DESIGNATION OR ASSIGNMENT (I) WOULD ELIMINATE OR REDUCE AMOUNTS PAYABLE UNDER
SECTION 2.18 OR SECTION 2.20, 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 COSTS AND EXPENSES INCURRED BY ANY LENDER IN CONNECTION WITH SUCH
DESIGNATION OR ASSIGNMENT.
SECTION 2.25.
REPLACEMENT OF LENDERS.
IF ANY LENDER REQUESTS
COMPENSATION UNDER SECTION 2.18, OR IF THE BORROWER IS REQUIRED TO PAY ANY
ADDITIONAL AMOUNT TO ANY LENDER OR ANY GOVERNMENTAL AUTHORITY OF THE ACCOUNT OF
ANY LENDER PURSUANT TO SECTION 2.20, OR 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 SET FORTH IN SECTION 10.4(B) ALL ITS INTERESTS, RIGHTS AND
OBLIGATIONS UNDER THIS AGREEMENT TO AN ASSIGNEE THAT SHALL ASSUME SUCH
OBLIGATIONS (WHICH ASSIGNEE MAY BE ANOTHER LENDER); PROVIDED, THAT (I) THE
BORROWER SHALL HAVE RECEIVED THE PRIOR WRITTEN CONSENT OF THE ADMINISTRATIVE
AGENT, WHICH CONSENT SHALL NOT BE UNREASONABLY WITHHELD, (II) SUCH LENDER SHALL
HAVE RECEIVED PAYMENT OF AN AMOUNT EQUAL TO THE OUTSTANDING PRINCIPAL AMOUNT OF
ALL LOANS OWED TO IT, ACCRUED INTEREST THEREON, ACCRUED FEES AND ALL OTHER
AMOUNTS PAYABLE TO IT HEREUNDER, FROM THE ASSIGNEE (IN THE CASE OF SUCH
OUTSTANDING PRINCIPAL AND ACCRUED INTEREST) AND FROM THE BORROWER (IN THE CASE
OF ALL OTHER AMOUNTS) AND (III) IN THE CASE OF A CLAIM FOR COMPENSATION UNDER
SECTION 2.18 OR PAYMENTS REQUIRED TO BE MADE PURSUANT TO SECTION 2.20, 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.
ARTICLE 3
CONDITIONS PRECEDENT TO LOANS AND LETTERS OF CREDIT