OR IF A BORROWER IS REQUIRED TO PAY ANY ADDITIONAL
AMOUNT TO ANY LENDER OR ANY GOVERNMENTAL AUTHORITY FOR THE ACCOUNT OF ANY LENDER
PURSUANT TO SECTION 2.16, OR IF ANY LENDER DEFAULTS IN ITS OBLIGATION TO FUND
LOANS HEREUNDER, THEN THE RESPECTIVE 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 10.04), ALL ITS INTERESTS, RIGHTS AND
OBLIGATIONS UNDER THIS AGREEMENT TO AN ASSIGNEE THAT SHALL ASSUME SUCH
OBLIGATIONS (WHICH ASSIGNEE MAY BE ANOTHER LENDER, IF SUCH LENDER ACCEPTS SUCH
ASSIGNMENT); PROVIDED THAT (I) SUCH 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,
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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 RESPECTIVE BORROWER (IN THE CASE OF ALL OTHER
AMOUNTS), (III) IN THE CASE OF ANY SUCH ASSIGNMENT RESULTING FROM A CLAIM FOR
COMPENSATION UNDER SECTION 2.14, 3A.04 OR 3B.04 OR PAYMENTS REQUIRED TO BE MADE
PURSUANT TO SECTION 2.16, SUCH ASSIGNMENT WILL RESULT IN A REDUCTION IN SUCH
COMPENSATION OR PAYMENTS AND (IV) NO ASSIGNMENTS PURSUANT TO THIS SECTION 2.18
SHALL BE EFFECTIVE UNTIL ALL THEN OUTSTANDING LETTERS OF CREDIT ARE RETURNED BY
EACH RESPECTIVE BENEFICIARY TO THE ISSUING AGENT FOR CANCELLATION OR EXCHANGE
FOR NEW OR AMENDED LETTERS OF CREDIT WHICH GIVE EFFECT TO SUCH ASSIGNMENT (IT
BEING UNDERSTOOD THAT TO THE EXTENT THE RESPECTIVE BENEFICIARIES DO NOT CONSENT
TO SUCH ASSIGNMENT, SUCH ASSIGNMENT CANNOT OCCUR).
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 SUCH
BORROWER TO REQUIRE SUCH ASSIGNMENT AND DELEGATION CEASE TO APPLY.
Section 2.19.
Additional Tranche 1 Commitments.
(a)
The Designated Subsidiary
Borrowers shall have the right at any time and from time to time after the
Restatement Effective Date and prior to the Commitment Expiration Date to
request (so long as no Default or Event or Default is then in existence or would
result therefrom) on one or more occasions that one or more Tranche 1 Lenders
(and/or one or more other Persons which will become Tranche 1 Lenders as
provided pursuant to clause (vi) below) provide Additional Tranche 1 Commitments
and, subject to the applicable terms and conditions contained in this Agreement
and the relevant Additional Tranche 1 Commitment Agreement, issue Tranche 1
Letters of Credit; it being understood and agreed, however, that (i) no
Tranche 1 Lender shall be obligated to provide an Additional Tranche 1
Commitment as a result of any request by the Designated Subsidiary Borrowers,
(ii) until such time, if any, as (x) such Tranche