ISSUED PURSUANT TO SECTION 2.2 FOR THE ACCOUNT OF
39
THE OBLIGORS SET FORTH ON SCHEDULE 2.2.4 AND SUBJECT TO THE PROVISIONS HEREOF,
AND FOR THIS PURPOSE FEES IN RESPECT THEREOF PURSUANT TO SECTION 2.2.2(A) SHALL
BE PAYABLE (IN SUBSTITUTION FOR ANY FEES SET FORTH IN THE APPLICABLE LETTER OF
CREDIT REIMBURSEMENT AGREEMENTS OR APPLICATIONS RELATING TO SUCH EXISTING
LETTERS OF CREDIT, EXCEPT TO THE EXTENT THAT SUCH FEES ARE ALSO PAYABLE PURSUANT
TO SECTION 2.2.2(A)) AS IF SUCH EXISTING LETTERS OF CREDIT HAD BEEN ISSUED ON
THE CLOSING DATE, (II) THE LENDERS SET FORTH ON SCHEDULE 2.2.4, OR THEIR
DESIGNATED AFFILIATES WHO ARE ISSUING BANKS, WITH RESPECT TO EACH SUCH EXISTING
LETTER OF CREDIT SHALL BE DEEMED TO BE THE ISSUING BANK WITH RESPECT TO SUCH
EXISTING LETTERS OF CREDIT, (III) SUCH LETTERS OF CREDIT SHALL EACH BE INCLUDED
IN THE CALCULATION OF LC OBLIGATIONS, AND (IV) ALL LIABILITIES OF THE OBLIGORS
WITH RESPECT TO SUCH EXISTING LETTERS OF CREDIT SHALL CONSTITUTE OBLIGATIONS.
NO EXISTING LETTER OF CREDIT CONVERTED IN ACCORDANCE WITH THIS SECTION 2.2.4
SHALL BE AMENDED, EXTENDED OR RENEWED EXCEPT IN ACCORDANCE WITH THE TERMS
HEREOF.
NOTWITHSTANDING THE FOREGOING, THE OBLIGORS SHALL NOT BE REQUIRED TO
PAY ANY ADDITIONAL ISSUANCE FEES WITH RESPECT TO THE ISSUANCE OF SUCH EXISTING
LETTER OF CREDIT SOLELY AS A RESULT OF SUCH LETTER OF CREDIT BEING CONVERTED TO
A LETTER OF CREDIT HEREUNDER, IT BEING UNDERSTOOD THAT THE FRONTING,
PARTICIPATION AND OTHER FEES SET FORTH IN SECTION 2.2.2(A) SHALL OTHERWISE APPLY
TO SUCH EXISTING LETTERS OF CREDIT.
2.3
Increase in the Aggregate Commitments.
A.
THE BORROWER AGENT MAY, AT ANY TIME, BY NOTICE TO AGENT, REQUEST
THAT THE AGGREGATE AMOUNT OF THE COMMITMENTS BE INCREASED IN AN AGGREGATE AMOUNT
DURING THE TERM OF THIS AGREEMENT OF UP TO $200,000,000 (IN A MINIMUM AMOUNT OF
$25,000,000 AND IN INCREMENTS OF $5,000,000) (AN "ACCORDION INCREASE") TO BE
EFFECTIVE AS OF THE DATE UPON WHICH THE CONDITIONS SET FORTH IN
SECTION 2.3(D) BELOW ARE FULFILLED TO THE SATISFACTION OF AGENT (AN "ACCORDION
EFFECTIVE DATE"); PROVIDED, HOWEVER, THAT (I) IN NO EVENT SHALL MORE THAN FOUR
ACCORDION INCREASES OCCUR DURING THE TERM OF THIS AGREEMENT AND (II) NO DEFAULT
OR EVENT OF DEFAULT SHALL HAVE OCCURRED AND BE CONTINUING AS OF THE DATE OF SUCH
REQUEST OR AS OF THE APPLICABLE ACCORDION EFFECTIVE DATE, OR SHALL OCCUR AS A
RESULT THEREOF.
B.
AGENT WILL PROMPTLY NOTIFY THE LENDERS OF A REQUEST BY THE
BORROWER AGENT FOR AN ACCORDION INCREASE, WHICH NOTICE SHALL INCLUDE THE DATE BY
WHICH LENDERS WISHING TO PARTICIPATE IN SUCH ACCORDION INCREASE MUST COMMIT TO
AN INCREASE IN THE AMOUNT OF THEIR RESPECTIVE COMMITMENTS (EACH, A "COMMITMENT
DATE") AND SHALL PROVIDE THAT SUCH REQUEST IS MADE RATABLY TO ALL THE LENDERS.
EACH LENDER THAT IS WILLING TO PARTICIPATE IN SUCH ACCORDION INCREASE (EACH, AN
"INCREASING LENDER") SHALL GIVE WRITTEN NOTICE TO AGENT ON OR PRIOR TO THE
APPLICABLE COMMITMENT DATE OF THE AMOUNT BY WHICH IT IS WILLING TO INCREASE ITS