INTEREST ON, ALL OUTSTANDING LOANS OF THE
REPLACED LENDER AND (2) THE REPLACED LENDER'S RATABLE SHARE OF ALL ACCRUED BUT
UNPAID FEES OWING TO THE REPLACED LENDER HEREUNDER, (Y) TO THE ADMINISTRATIVE
AGENT, FOR ITS OWN ACCOUNT, ANY AMOUNTS OWING TO THE ADMINISTRATIVE AGENT BY THE
REPLACED LENDER UNDER SECTION 2.3(B), AND (Z) TO THE ADMINISTRATIVE AGENT, FOR
THE ACCOUNT OF THE SWINGLINE LENDER, ANY AMOUNTS OWING TO THE SWINGLINE LENDER
UNDER SECTION 2.2(E), AND (III) ALL OTHER OBLIGATIONS OF THE BORROWERS OWING TO
THE REPLACED LENDER (OTHER THAN THOSE SPECIFICALLY DESCRIBED IN CLAUSE (II)
ABOVE IN RESPECT OF WHICH THE ASSIGNMENT PURCHASE PRICE HAS BEEN, OR IS
CONCURRENTLY BEING, PAID), INCLUDING, WITHOUT LIMITATION, AMOUNTS PAYABLE UNDER
SECTIONS 2.16(A), 2.16(B) AND 2.17 WHICH GIVE RISE TO THE REPLACEMENT OF SUCH
REPLACED LENDER AND AMOUNTS PAYABLE UNDER SECTION 2.18 AS A RESULT OF THE
ACTIONS REQUIRED TO BE TAKEN UNDER THIS SECTION 2.19, SHALL BE PAID IN FULL BY
THE BORROWERS TO THE REPLACED LENDER ON OR PRIOR TO THE REPLACEMENT EFFECTIVE
DATE.
(B)
ANY LENDER (INCLUDING THE ISSUING LENDER IN
SUCH CAPACITY) CLAIMING ANY AMOUNTS PURSUANT TO SECTION 2.16(A), 2.16(B) OR 2.17
SHALL USE REASONABLE EFFORTS (CONSISTENT WITH LEGAL AND REGULATORY RESTRICTIONS)
TO AVOID ANY COSTS, REDUCTIONS OR TAXES IN RESPECT OF WHICH SUCH AMOUNTS ARE
CLAIMED, INCLUDING THE FILING OF ANY CERTIFICATE OR DOCUMENT REASONABLY
REQUESTED BY THE BORROWERS OR THE CHANGING OF THE JURISDICTION OF ITS LENDING
OFFICE, IF SUCH EFFORTS WOULD AVOID THE NEED FOR OR REDUCE THE AMOUNT OF ANY
SUCH AMOUNTS WHICH WOULD THEREAFTER ACCRUE AND WOULD NOT, IN THE SOLE
DETERMINATION OF SUCH LENDER, RESULT IN ANY ADDITIONAL RISKS OR UNREIMBURSED
COSTS OR EXPENSES TO SUCH LENDER OR BE OTHERWISE DISADVANTAGEOUS TO SUCH LENDER.
(C)
NO FAILURE BY THE ADMINISTRATIVE AGENT OR
ANY LENDER AT ANY TIME TO DEMAND PAYMENT OF ANY AMOUNTS PAYABLE UNDER
SECTIONS 2.16(A), 2.16(B), 2.17 OR 2.18 SHALL CONSTITUTE A WAIVER OF ITS RIGHT
TO DEMAND PAYMENT OF SUCH AMOUNTS AT ANY LATER TIME OR TO DEMAND PAYMENT OF ANY
ADDITIONAL AMOUNTS ARISING AT ANY LATER TIME; PROVIDED THAT THE BORROWERS SHALL
NOT BE REQUIRED TO COMPENSATE ANY LENDER PURSUANT TO SECTIONS 2.16(A), 2.16(B),
2.17 OR 2.18 FOR ANY INCREASED COSTS, REDUCTIONS IN RETURN, TAXES OR OTHER
AMOUNTS INCURRED MORE THAN 180 DAYS PRIOR TO THE DATE THAT SUCH LENDER OR THE
ADMINISTRATIVE AGENT NOTIFIES ANY BORROWER OF THE CIRCUMSTANCES OR EVENT GIVING
RISE THERETO AND OF ITS INTENTION TO CLAIM COMPENSATION IN RESPECT THEREOF; BUT
PROVIDED FURTHER THAT IF ANY CHANGE IN LAW (OR CHANGE IN INTERPRETATION OR
ADMINISTRATION THEREOF) OR ANY OTHER SUCH EVENT GIVING RISE TO ANY CLAIM FOR
COMPENSATION PURSUANT TO SECTIONS 2.16(A), 2.16(B), 2.17 OR 2.18 IS RETROACTIVE,
THEN THE 180-DAY PERIOD REFERRED TO ABOVE SHALL BE EXTENDED TO INCLUDE THE
PERIOD OF RETROACTIVE EFFECT THEREOF.
59
2.20
INCREASE IN REVOLVING CREDIT COMMITMENTS.
(A)
THE COMPANY SHALL HAVE THE RIGHT, AT ANY
TIME AND FROM TIME TO TIME AFTER THE CLOSING DATE BY WRITTEN