THE ADMINISTRATIVE AGENT NOR ANY LENDER SHALL HAVE ANY
OBLIGATION TO F.Y.I. TO FIND SUCH OTHER PERSON, AND (IV) IN THE EVENT OF A
REPLACEMENT OF A NONCONSENTING LENDER, IN ORDER FOR F.Y.I. TO BE ENTITLED TO
REPLACE SUCH A LENDER, SUCH REPLACEMENT MUST TAKE PLACE NO LATER THAN 180 DAYS
AFTER THE DATE THE NONCONSENTING LENDER SHALL NOTIFY F.Y.I. AND THE
ADMINISTRATIVE AGENT OF ITS FAILURE TO AGREE TO ANY REQUESTED CONSENT, WAIVER,
EXTENSION OR OTHER MODIFICATION.
EACH LENDER (OTHER THAN BANK OF AMERICA)
AGREES TO ITS REPLACEMENT AT THE OPTION OF F.Y.I. PURSUANT TO THIS SECTION 13.11
AND IN ACCORDANCE WITH SECTION 13.8; PROVIDED THAT THE SUCCESSOR LENDER SHALL
PURCHASE WITHOUT RECOURSE SUCH LENDER'S INTEREST IN THE OBLIGATIONS OF F.Y.I. TO
SUCH LENDER FOR CASH IN AN AGGREGATE AMOUNT EQUAL TO THE AGGREGATE UNPAID
PRINCIPAL THEREOF, ALL UNPAID INTEREST ACCRUED THEREON, ALL UNPAID COMMITMENT
FEES ACCRUED FOR THE ACCOUNT OF SUCH LENDER, ANY BREAKAGE COSTS INCURRED BY THE
SELLING LENDER BECAUSE OF THE PREPAYMENT OF ANY EURODOLLAR LOANS, ALL OTHER FEES
(IF ANY) APPLICABLE THERETO AND ALL OTHER AMOUNTS (INCLUDING ANY AMOUNTS UNDER
ARTICLE 4) THEN OWING TO SUCH LENDER HEREUNDER OR UNDER ANY OTHER LOAN DOCUMENT
AND THE LOAN PARTIES SHALL EXECUTE A RELEASE ADDRESSED TO SUCH LENDER RELEASING
SUCH LENDER FROM ALL CLAIMS ARISING IN CONNECTION WITH THE LOAN DOCUMENTS.
IN
THE EVENT THAT EITHER (A) (X) F.Y.I. OR THE ADMINISTRATIVE AGENT HAS REQUESTED
THE LENDERS TO CONSENT TO A DEPARTURE OR WAIVER OF ANY PROVISIONS OF THE LOAN
DOCUMENTS OR TO AGREE TO ANY OTHER MODIFICATION THERETO, (Y) THE CONSENT, WAIVER
OR OTHER MODIFICATION IN QUESTION REQUIRES THE AGREEMENT OF ALL LENDERS IN
ACCORDANCE WITH THE TERMS OF THIS SECTION 13.11 AND (Z) REQUIRED LENDERS HAVE
AGREED TO SUCH CONSENT, WAIVER OR OTHER MODIFICATION, OR (B) PURSUANT TO SECTION
2.1(D) F.Y.I. HAS REQUESTED AN EXTENSION TO THE MATURITY DATE AND AT LEAST 51%
OF THE LENDERS HAVE AGREED TO EXTEND THE MATURITY DATE IN ACCORDANCE THEREWITH,
THEN ANY LENDER WHO DOES NOT AGREE TO SUCH CONSENT, WAIVER, EXTENSION OR OTHER
MODIFICATION SHALL BE DEEMED A "NONCONSENTING LENDER".
SECTION 13.12
MAXIMUM INTEREST RATE.
(A)
NO INTEREST RATE SPECIFIED IN THIS AGREEMENT OR ANY OTHER LOAN
DOCUMENT SHALL AT ANY TIME EXCEED THE MAXIMUM RATE.
IF AT ANY TIME THE INTEREST
RATE (THE "CONTRACT RATE") FOR ANY OBLIGATION SHALL EXCEED THE MAXIMUM RATE,
THEREBY CAUSING THE INTEREST ACCRUING ON SUCH OBLIGATION TO BE LIMITED TO THE
MAXIMUM RATE, THEN ANY SUBSEQUENT REDUCTION IN THE CONTRACT RATE FOR SUCH
OBLIGATION SHALL NOT REDUCE THE RATE OF INTEREST ON SUCH OBLIGATION BELOW THE
MAXIMUM RATE UNTIL THE AGGREGATE AMOUNT OF INTEREST ACCRUED ON SUCH OBLIGATION
EQUALS THE AGGREGATE AMOUNT OF INTEREST WHICH WOULD HAVE ACCRUED ON SUCH
OBLIGATION IF THE CONTRACT RATE FOR SUCH OBLIGATION HAD AT ALL TIMES BEEN IN
EFFECT.
(B)
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS
AGREEMENT OR THE OTHER LOAN DOCUMENTS, NONE OF THE TERMS AND PROVISIONS OF THIS
AGREEMENT OR THE OTHER