ADMINISTRATIVE AGENT, REQUIRE SUCH LENDER TO
ASSIGN AND DELEGATE, WITHOUT RECOURSE (IN ACCORDANCE WITH AND SUBJECT TO THE
RESTRICTIONS CONTAINED IN SECTION 12.04(B)), 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, (II) SUCH LENDER SHALL HAVE
RECEIVED PAYMENT OF AN AMOUNT EQUAL TO THE OUTSTANDING PRINCIPAL OF ITS LOANS
AND PARTICIPATIONS IN LC DISBURSEMENTS, 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) (III) IN THE CASE OF ANY SUCH ASSIGNMENT
RESULTING FROM A CLAIM FOR COMPENSATION UNDER SECTION 5.01 OR PAYMENTS REQUIRED
TO BE MADE PURSUANT TO SECTION 5.03, SUCH ASSIGNMENT WILL RESULT IN A REDUCTION
IN SUCH COMPENSATION OR PAYMENTS THEREAFTER, AND (IV) SUCH ASSIGNMENT DOES NOT
CONFLICT WITH THE APPLICABLE LAW.
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 5.05.
ILLEGALITY.
NOTWITHSTANDING ANY OTHER PROVISION OF THIS
AGREEMENT, IN THE EVENT THAT IT BECOMES UNLAWFUL FOR ANY LENDER OR ITS
APPLICABLE LENDING OFFICE TO HONOR ITS OBLIGATION TO MAKE OR MAINTAIN EURODOLLAR
LOANS EITHER GENERALLY OR HAVING A PARTICULAR INTEREST PERIOD HEREUNDER, THEN
(A) SUCH LENDER SHALL PROMPTLY NOTIFY THE BORROWER AND THE ADMINISTRATIVE AGENT
THEREOF AND SUCH LENDER'S OBLIGATION TO MAKE SUCH EURODOLLAR LOANS SHALL BE
SUSPENDED (THE "AFFECTED LOANS") UNTIL SUCH TIME AS SUCH LENDER MAY AGAIN MAKE
AND MAINTAIN SUCH EURODOLLAR LOANS AND (B) ALL AFFECTED LOANS WHICH WOULD
OTHERWISE BE MADE BY SUCH LENDER SHALL BE MADE INSTEAD AS ABR LOANS (AND, IF
SUCH LENDER SO REQUESTS BY NOTICE TO THE BORROWER AND THE ADMINISTRATIVE AGENT,
ALL AFFECTED LOANS OF SUCH LENDER THEN OUTSTANDING SHALL BE AUTOMATICALLY
CONVERTED INTO ABR LOANS ON THE DATE SPECIFIED BY SUCH LENDER IN SUCH NOTICE)
AND, TO THE EXTENT THAT AFFECTED LOANS ARE SO MADE AS (OR CONVERTED INTO) ABR
LOANS, ALL PAYMENTS OF PRINCIPAL WHICH WOULD OTHERWISE BE APPLIED TO SUCH
LENDER'S AFFECTED LOANS SHALL BE APPLIED INSTEAD TO ITS ABR LOANS.
ARTICLE VI
CONDITIONS PRECEDENT
SECTION 6.01.
EFFECTIVENESS.
THE OBLIGATIONS OF THE LENDERS TO MAKE
LOANS AND OF THE ISSUING BANK TO ISSUE LETTERS OF CREDIT UNDER THE ORIGINAL
CREDIT AGREEMENT BECAME EFFECTIVE
UPON THE EFFECTIVE DATE.
THIS AGREEMENT
SHALL BECOME EFFECTIVE ON THE DATE ON WHICH EACH OF THE FOLLOWING CONDITIONS IS
SATISFIED (OR WAIVED IN ACCORDANCE WITH SECTION 12.02):
(A)
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED TO THE EXTENT
INVOICED, REIMBURSEMENT OR PAYMENT OF ALL OUT-OF-POCKET EXPENSES REQUIRED TO BE
REIMBURSED OR PAID BY THE BORROWER HEREUNDER (INCLUDING, WITHOUT LIMITATION, THE
FEES AND