THE LOANS PURSUANT TO SECTION 2.3.4) OR A CONVERSION REQUEST RELATING
THERETO IN ACCORDANCE WITH SECTION 2.3.1 OR 2.3.2 OR (C) THE MAKING OF ANY
PAYMENT OF A LIBOR RATE LOAN OR THE MAKING OF ANY CONVERSION OF ANY SUCH LOAN TO
A BASE RATE LOAN ON A DAY THAT IS NOT THE LAST DAY OF THE APPLICABLE INTEREST
PERIOD WITH RESPECT THERETO, INCLUDING INTEREST OR FEES PAYABLE BY SUCH LENDER
TO LENDERS OF FUNDS OBTAINED BY IT IN ORDER TO MAINTAIN ANY SUCH LOANS.
6.13
INTEREST AND FEES AFTER EVENT OF DEFAULT.
AT THE
ADMINISTRATIVE AGENT'S DISCRETION OR UPON WRITTEN REQUEST OF THE REQUIRED
LENDERS, UPON THE OCCURRENCE AND DURING THE CONTINUANCE OF AN EVENT OF DEFAULT,
THE BORROWERS SHALL PAY INTEREST ON THE PRINCIPAL AMOUNT OF ALL OUTSTANDING
OBLIGATIONS (OTHER THAN OBLIGATIONS ARISING OUT OF DERIVATIVE AGREEMENTS NOT
DIRECTLY RELATING TO THE LOANS) AT A FLUCTUATING INTEREST RATE PER ANNUM AT ALL
TIMES EQUAL TO THE DEFAULT RATE, AND LETTER OF CREDIT FEES AT A RATE 2% PER
ANNUM ABOVE THE OTHERWISE APPLICABLE FEE, TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAWS.
6.14
REPLACEMENT OF LENDERS.
(A) IF ANY LENDER REQUESTS
COMPENSATION, OR THE BORROWERS ARE REQUIRED TO PAY ANY ADDITIONAL AMOUNT TO OR
FOR THE BENEFIT OF SUCH LENDER, PURSUANT TO SECTION 6.7, SECTION 6.8 OR
SECTION 6.9, OR IF ANY LENDER GIVES A NOTICE PURSUANT TO SECTION 6.7, (B) IF ANY
LENDER IS A DELINQUENT LENDER; OR (C) IF ANY LENDER REFUSES TO CONSENT, OR
UNREASONABLY WITHHOLDS, CONDITIONS OR DELAYS ITS CONSENT, PURSUANT TO
SECTION 23.1.1 OR SECTION 23.1.2; THEN THE BORROWERS MAY, AT THEIR 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, AND CONSENTS REQUIRED BY, SECTION 17),
ALL OF ITS INTERESTS, RIGHTS AND OBLIGATIONS UNDER THIS CREDIT AGREEMENT AND THE
OTHER LOAN DOCUMENTS TO AN ELIGIBLE ASSIGNEE THAT SHALL ASSUME SUCH OBLIGATIONS;
PROVIDED THAT:
(i)
the Borrowers shall have paid to the Administrative Agent the
processing and recordation fee specified in Section 17.2.2;
(ii)
such Lender shall have received payment of an amount equal to the
outstanding principal of all Loans made by it, accrued interest thereon, accrued
fees and all other amounts payable hereunder and under the other Loan Documents
(including any amounts under Section 6.7, Section 6.8 or Section 6.9) from the
Eligible Assignee (to the extent of such outstanding principal and accrued
interest and fees) or the Borrowers (in the case of all other amounts); and
(iii)
such assignment does not conflict with any applicable laws.
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A Lender shall not be required to make any such assignment or delegation
pursuant to this Section if, prior to the consummation of such assignment, as a
result of a waiver by such Lender or otherwise, the circumstances entitling the
Borrowers to require such assignment and delegation cease to apply.
7.
CONDITIONS PRECEDENT
The obligations of the Lenders to