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, THE ISSUING BANK), WHICH CONSENT SHALL NOT UNREASONABLY BE
WITHHELD OR DELAYED, (II) SUCH REPLACED 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 REDUCTION
IN SUCH COMPENSATION OR PAYMENTS.
THE ASSIGNMENT FEE PAYABLE IN RESPECT OF SUCH
ASSIGNMENT PURSUANT TO SECTION 9.04 SHALL BE PAID BY THE BORROWER.
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.
Subsidiary Borrowers.
(A)
THE BORROWER MAY, AT ANY TIME OR FROM TIME TO TIME, PROPOSE
DESIGNATING ONE OR MORE WHOLLY-OWNED SUBSIDIARIES OF THE BORROWER AS A
"SUBSIDIARY BORROWER" HEREUNDER BY FURNISHING TO THE ADMINISTRATIVE AGENT A
DESIGNATION LETTER IN DUPLICATE, DULY COMPLETED AND EXECUTED BY THE BORROWER AND
SUCH WHOLLY-OWNED SUBSIDIARY, TOGETHER WITH THE ITEMS DESCRIBED IN PARAGRAPHS
(B) AND (C) OF SECTION 4.01 RELATING TO SUCH SUBSIDIARY BORROWER IN
SUBSTANTIALLY THE SAME FORM AND SCOPE AS THOSE DELIVERED WITH RESPECT TO ANY
SUBSIDIARY BORROWER DESIGNATED ON THE DATE OF THIS AGREEMENT (OR, AS THE
ADMINISTRATIVE AGENT MAY REASONABLY REQUIRE IF THERE WERE NO SUCH DELIVERIES)
AND SUCH OTHER DOCUMENTS AS THE ADMINISTRATIVE AGENT SHALL REASONABLY REQUEST.
UPON RECEIPT OF ANY SUCH DESIGNATION, THE ADMINISTRATIVE AGENT SHALL PROMPTLY
NOTIFY
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THE REVOLVING LENDERS THEREOF.
SUBJECT TO RECEIPT OF THE APPROVAL BY EACH
REVOLVING LENDER OF SUCH DESIGNATION (SUCH APPROVAL NOT TO BE UNREASONABLY
DELAYED OR WITHHELD), SUCH SUBSIDIARY SHALL BE A SUBSIDIARY BORROWER HEREUNDER
(WITH THE RELATED RIGHTS AND OBLIGATIONS) AND SHALL BE ENTITLED TO REQUEST
REVOLVING LOANS AND SWINGLINE LOANS ON AND SUBJECT TO THE TERMS AND CONDITIONS
OF, AND TO THE EXTENT PROVIDED IN, THIS AGREEMENT.
(B)
SO LONG AS ALL LOANS MADE TO ANY SUBSIDIARY BORROWER AND ANY
RELATED OBLIGATIONS HAVE BEEN PAID IN FULL, THE BORROWER MAY TERMINATE THE
STATUS OF SUCH SUBSIDIARY BORROWER AS A SUBSIDIARY BORROWER HEREUNDER BY
FURNISHING