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 CONTAINED IN
SECTION 9.04), ALL ITS INTERESTS, RIGHTS AND OBLIGATIONS UNDER THIS AGREEMENT TO
AN ASSIGNEE THAT SHALL ASSUME SUCH OBLIGATIONS (WHICH ASSIGNEE MAY BE ANOTHER
LENDER, IF A LENDER ACCEPTS SUCH ASSIGNMENT); PROVIDED THAT (I) THE BORROWER
SHALL HAVE RECEIVED THE PRIOR WRITTEN CONSENT OF THE ADMINISTRATIVE AGENT (AND,
IF A REVOLVING COMMITMENT IS BEING ASSIGNED, EACH ISSUING BANK AND THE COMMITTED
SWINGLINE LENDER), WHICH CONSENT SHALL NOT BE UNREASONABLY WITHHELD, (II) SUCH
LENDER SHALL HAVE RECEIVED PAYMENT OF AN AMOUNT EQUAL TO THE OUTSTANDING
PRINCIPAL OF ITS LOANS AND PARTICIPATIONS IN LC DISBURSEMENTS 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 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 2.15 OR PAYMENTS REQUIRED TO BE MADE PURSUANT TO
SECTION 2.17, SUCH ASSIGNMENT WILL RESULT IN A MATERIAL 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 2.20.
INCREASE IN REVOLVING CREDIT COMMITMENTS.
(A)
THE BORROWER MAY,
BY WRITTEN NOTICE TO THE ADMINISTRATIVE AGENT (WHICH SHALL PROMPTLY DELIVER A
COPY THEREOF TO EACH OF THE REVOLVING LENDERS), REQUEST THAT THE TOTAL REVOLVING
COMMITMENTS BE INCREASED (A "REVOLVING COMMITMENT INCREASE"); PROVIDED THAT THE
TOTAL
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REVOLVING COMMITMENTS SHALL NOT BE INCREASED BY MORE THAN $25,000,000 DURING THE
TERM OF THIS AGREEMENT PURSUANT TO THIS SECTION.
SUCH NOTICE SHALL SET FORTH
(I) THE AMOUNT OF THE REQUESTED INCREASE IN THE TOTAL REVOLVING COMMITMENTS AND
THE DATE ON WHICH SUCH INCREASE IS REQUESTED TO BECOME EFFECTIVE AND (II)
WHETHER THE BORROWER DESIRES TO EFFECT ALL OR ANY PORTION OF SUCH INCREASE BY
OFFERING THE REVOLVING LENDERS THE OPPORTUNITY TO RATABLY INCREASE THEIR
REVOLVING COMMITMENTS.
IF SUCH NOTICE INDICATES THAT THE BORROWER ELECTS TO
OFFER REVOLVING LENDERS THE OPPORTUNITY TO RATABLY INCREASE THEIR REVOLVING
COMMITMENTS, THE ADMINISTRATIVE AGENT WILL NOTIFY THE REVOLVING LENDERS OF SUCH
OFFER AND THE AMOUNT OF THE PROPOSED INCREASE TO BE OFFERED RATABLY TO THE
REVOLVING LENDERS, AND EACH REVOLVING LENDER SHALL, BY NOTICE TO THE BORROWER
AND THE ADMINISTRATIVE AGENT GIVEN NOT MORE THAN 10 DAYS AFTER THE DATE OF THE
BORROWER'S NOTICE, EITHER AGREE TO INCREASE ITS REVOLVING COMMITMENT BY ALL OR A
PORTION OF THE OFFERED AMOUNT OR DECLINE TO INCREASE ITS REVOLVING COMMITMENT
(AND ANY REVOLVING LENDER THAT DOES NOT DELIVER SUCH A NOTICE WITHIN SUCH 10-DAY
PERIOD SHALL BE DEEMED TO HAVE DECLINED