SUBJECT TO THE RESTRICTIONS CONTAINED IN SECTION 9.4),
ALL ITS INTERESTS, RIGHTS AND OBLIGATIONS UNDER THIS AGREEMENT TO AN ASSIGNEE
THAT SHALL ASSUME SUCH OBLIGATIONS (WHICH ASSIGNEE MAY BE ANOTHER LENDER, IF A
LENDER ACCEPTS SUCH ASSIGNMENT), PROVIDED, THAT (A) EXCEPT IN THE CASE OF AN
ASSIGNMENT TO ANOTHER LENDER, THE BORROWERS SHALL HAVE RECEIVED THE PRIOR
WRITTEN CONSENT OF THE ADMINISTRATIVE AGENT, WHICH CONSENT SHALL NOT
UNREASONABLY BE WITHHELD, (B) SUCH LENDER SHALL HAVE RECEIVED PAYMENT OF AN
AMOUNT EQUAL TO THE OUTSTANDING PRINCIPAL OF ITS LOANS AND PARTICIPATIONS IN
UNREIMBURSED DRAWINGS UNDER LETTERS OF CREDIT AND SWINGLINE 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 BORROWERS (IN THE CASE OF ALL OTHER AMOUNTS) AND
(C) IN THE CASE OF ANY SUCH ASSIGNMENT RESULTING FROM A CLAIM FOR COMPENSATION
UNDER SECTION 2.23 OR PAYMENTS REQUIRED TO BE MADE PURSUANT TO SECTION 2.26,
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 BORROWERS TO REQUIRE SUCH ASSIGNMENT AND DELEGATION
CEASE TO APPLY.
(C)
IF ANY ISSUING BANK FAILS, IN ITS DISCRETION, TO ISSUE A LETTER OF
CREDIT PURSUANT TO SECTION 2.6(A), THEN THE BORROWERS MAY, UPON NOTICE TO SUCH
ISSUING BANK AND THE ADMINISTRATIVE AGENT, REPLACE SUCH ISSUING BANK WITH A
LENDER (IF AGREED TO BY SUCH LENDER IN ITS SOLE DISCRETION) SELECTED BY THE
BORROWERS AND APPROVED BY THE ADMINISTRATIVE AGENT IN ITS REASONABLE DISCRETION.
62
SECTION 2.29
Increase in Revolving Credit Facility.
(A)
REQUEST FOR INCREASE PRIOR TO MATURITY DATE.
PRIOR TO THE
MATURITY DATE, PROVIDED NO DEFAULT OR EVENT OF DEFAULT THEN EXISTS OR WOULD
ARISE THEREFROM, UPON NOTICE TO THE ADMINISTRATIVE AGENT (WHICH SHALL PROMPTLY
NOTIFY THE LENDERS), THE BORROWERS MAY FROM TIME TO TIME, REQUEST AN INCREASE IN
THE TOTAL COMMITMENTS BY AN AMOUNT (FOR ALL SUCH REQUESTS) NOT EXCEEDING
$100,000,000; PROVIDED THAT (I) ANY SUCH REQUEST FOR AN INCREASE SHALL BE IN A
MINIMUM AMOUNT OF $10,000,000 AND (II) AFTER GIVING EFFECT TO ANY SUCH INCREASE,
THE TOTAL COMMITMENTS SHALL NOT EXCEED $750,000,000.
AT THE TIME OF SENDING
SUCH NOTICE, THE BORROWERS (IN CONSULTATION WITH THE ADMINISTRATIVE AGENT) SHALL
SPECIFY THE TIME PERIOD WITHIN WHICH EACH LENDER IS REQUESTED TO RESPOND (WHICH
SHALL IN NO EVENT BE LESS THAN TEN BUSINESS DAYS FROM THE DATE OF DELIVERY OF
SUCH NOTICE TO THE LENDERS).
(B)
REQUEST FOR INCREASE AFTER MATURITY DATE.
AT ANY TIME AND FROM
TIME TO TIME ON OR AFTER THE MATURITY DATE AND PAYMENT IN FULL OF ALL LOAN
AGREEMENT OBLIGATIONS OF THE NON-EXTENDING LENDERS, PROVIDED NO DEFAULT OR EVENT
OF DEFAULT THEN EXISTS OR WOULD ARISE THEREFROM, UPON NOTICE TO THE
ADMINISTRATIVE AGENT (WHICH SHALL PROMPTLY NOTIFY THE LENDERS), THE BORROWERS
MAY FROM