TO AN ASSIGNEE THAT SHALL ASSUME SUCH OBLIGATIONS (WHICH ASSIGNEE MAY
BE ANOTHER LENDER, IF SUCH LENDER ACCEPTS SUCH ASSIGNMENT); PROVIDED THAT (I)
SUCH BORROWER SHALL HAVE RECEIVED THE PRIOR WRITTEN CONSENT
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OF THE ADMINISTRATIVE AGENT, WHICH CONSENT SHALL NOT UNREASONABLY BE WITHHELD,
(II) SUCH LENDER SHALL HAVE RECEIVED PAYMENT OF AN 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 RESPECTIVE
BORROWER (IN THE CASE OF ALL OTHER AMOUNTS), (III) IN THE CASE OF ANY SUCH
ASSIGNMENT RESULTING FROM A CLAIM FOR COMPENSATION UNDER SECTION 2.14, 3A.04 OR
3B.04 OR PAYMENTS REQUIRED TO BE MADE PURSUANT TO SECTION 2.16, SUCH ASSIGNMENT
WILL RESULT IN A REDUCTION IN SUCH COMPENSATION OR PAYMENTS AND (IV) NO
ASSIGNMENTS PURSUANT TO THIS SECTION 2.18 SHALL BE EFFECTIVE UNTIL ALL THEN
OUTSTANDING LETTERS OF CREDIT ARE RETURNED BY EACH RESPECTIVE BENEFICIARY TO THE
ISSUING AGENT FOR CANCELLATION OR EXCHANGE FOR NEW OR AMENDED LETTERS OF CREDIT
WHICH GIVE EFFECT TO SUCH ASSIGNMENT (IT BEING UNDERSTOOD THAT TO THE EXTENT THE
RESPECTIVE BENEFICIARIES DO NOT CONSENT TO SUCH ASSIGNMENT, SUCH ASSIGNMENT
CANNOT OCCUR).
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 SUCH BORROWER TO REQUIRE SUCH ASSIGNMENT
AND DELEGATION CEASE TO APPLY.
SECTION 2.19.
ADDITIONAL TRANCHE 1 COMMITMENTS.
(A)
THE DESIGNATED SUBSIDIARY
BORROWERS SHALL HAVE THE RIGHT AT ANY TIME AND FROM TIME TO TIME AFTER THE
RESTATEMENT EFFECTIVE DATE AND PRIOR TO THE COMMITMENT EXPIRATION DATE TO
REQUEST (SO LONG AS NO DEFAULT OR EVENT OR DEFAULT IS THEN IN EXISTENCE OR WOULD
RESULT THEREFROM) ON ONE OR MORE OCCASIONS THAT ONE OR MORE TRANCHE 1 LENDERS
(AND/OR ONE OR MORE OTHER PERSONS WHICH WILL BECOME TRANCHE 1 LENDERS AS
PROVIDED PURSUANT TO CLAUSE (VI) BELOW) PROVIDE ADDITIONAL TRANCHE 1 COMMITMENTS
AND, SUBJECT TO THE APPLICABLE TERMS AND CONDITIONS CONTAINED IN THIS AGREEMENT
AND THE RELEVANT ADDITIONAL TRANCHE 1 COMMITMENT AGREEMENT, ISSUE TRANCHE 1
LETTERS OF CREDIT; IT BEING UNDERSTOOD AND AGREED, HOWEVER, THAT (I) NO
TRANCHE 1 LENDER SHALL BE OBLIGATED TO PROVIDE AN ADDITIONAL TRANCHE 1
COMMITMENT AS A RESULT OF ANY REQUEST BY THE DESIGNATED SUBSIDIARY BORROWERS,
(II) UNTIL SUCH TIME, IF ANY, AS (X) SUCH TRANCHE 1 LENDER HAS AGREED IN ITS
SOLE DISCRETION TO PROVIDE AN ADDITIONAL TRANCHE 1 COMMITMENT AND EXECUTED AND
DELIVERED TO THE ADMINISTRATIVE AGENT AN ADDITIONAL TRANCHE 1 COMMITMENT
AGREEMENT IN RESPECT THEREOF AS PROVIDED IN SECTION 2.19(B) AND (Y) SUCH OTHER
CONDITIONS SET FORTH IN SECTION 2.19(B) SHALL HAVE BEEN SATISFIED, SUCH TRANCHE
1 LENDER SHALL NOT BE OBLIGATED TO ISSUE ANY TRANCHE 1 LETTERS OF CREDIT, IN
EXCESS OF THE AMOUNTS PROVIDED FOR IN SECTION 3A.01, AS THE CASE MAY BE, BEFORE
GIVING EFFECT TO SUCH ADDITIONAL TRANCHE 1