LENDER DEFAULTS IN ITS OBLIGATION TO 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, WHICH
CONSENT SHALL NOT UNREASONABLY BE WITHHELD, (II) SUCH LENDER SHALL HAVE RECEIVED
PAYMENT OF AN
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AMOUNT EQUAL TO THE OUTSTANDING PRINCIPAL OF ITS 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 2.12 OR PAYMENTS REQUIRED TO BE MADE PURSUANT TO SECTION 2.14, 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 (INCLUDING AS
A RESULT OF ANY ACTION TAKEN BY SUCH LENDER UNDER PARAGRAPH (A) ABOVE), THE
CIRCUMSTANCES ENTITLING THE BORROWER TO REQUIRE SUCH ASSIGNMENT AND DELEGATION
CEASE TO APPLY.
SECTION 2.17. INCREMENTAL EXTENSIONS OF CREDIT. (A)
AT ANY TIME AND FROM TIME
TO TIME DURING THE REVOLVING AVAILABILITY PERIOD, SUBJECT TO THE TERMS AND
CONDITIONS SET FORTH HEREIN, THE BORROWER MAY, BY NOTICE TO THE ADMINISTRATIVE
AGENT (WHEREUPON THE ADMINISTRATIVE AGENT SHALL PROMPTLY DELIVER A COPY TO EACH
OF THE LENDERS), REQUEST TO ADD (I) ONE ADDITIONAL TRANCHE OF REVOLVING LOANS
(THE "INCREMENTAL REVOLVING LOANS") OR (II) ONE INCREASE IN THE AGGREGATE AMOUNT
OF THE REVOLVING COMMITMENTS (EACH SUCH INCREASE, A "REVOLVING COMMITMENT
INCREASE" AND, TOGETHER WITH THE INCREMENTAL REVOLVING LOANS, THE "INCREMENTAL
EXTENSIONS OF CREDIT"), PROVIDED THAT AT THE TIME OF EACH SUCH REQUEST AND UPON
THE EFFECTIVENESS OF EACH INCREMENTAL FACILITY AMENDMENT, (A) NO DEFAULT HAS
OCCURRED AND IS CONTINUING OR SHALL RESULT THEREFROM, (B) THE BORROWER SHALL BE
IN COMPLIANCE ON A PRO FORMA BASIS WITH THE COVENANTS CONTAINED IN SECTIONS
6.12, 6.13 AND 6.14 RECOMPUTED AS OF THE LAST DAY OF THE MOST-RECENTLY ENDED
FISCAL QUARTER OF THE BORROWER AND (C) THE BORROWER SHALL HAVE DELIVERED A
CERTIFICATE OF A FINANCIAL OFFICER TO THE EFFECT SET FORTH IN CLAUSES (A) AND
(B) ABOVE, TOGETHER WITH REASONABLY DETAILED CALCULATIONS DEMONSTRATING
COMPLIANCE WITH CLAUSE (B) ABOVE (WHICH CALCULATIONS SHALL, IF MADE AS OF THE
LAST DAY OF ANY FISCAL QUARTER OF THE BORROWER FOR WHICH THE BORROWER HAS NOT
DELIVERED TO THE ADMINISTRATIVE AGENT THE FINANCIAL STATEMENTS AND CERTIFICATE
OF A FINANCIAL OFFICER REQUIRED TO BE DELIVERED BY SECTION 5.01(A) OR