THE EVENT THAT ANY LENDER SHALL FAIL TO PAY AMOUNTS DUE TO
THE AGENT PURSUANT TO SECTION 2.02(C) OR ANY LENDER SHALL HAVE DELIVERED A
NOTICE OR CERTIFICATE PURSUANT TO SECTION 2.13 OR 2.14, OR THE BORROWER SHALL BE
REQUIRED TO MAKE ADDITIONAL PAYMENTS TO ANY LENDER UNDER SECTION 2.19, AND
PROVIDED THAT NO DEFAULT OR EVENT OF DEFAULT SHALL HAVE OCCURRED AND BE
CONTINUING, THE BORROWER SHALL HAVE THE RIGHT, AT ITS OWN EXPENSE, UPON NOTICE
TO SUCH LENDER AND THE AGENT, TO REQUIRE SUCH LENDER TO TRANSFER AND ASSIGN
WITHOUT RECOURSE (IN ACCORDANCE WITH AND SUBJECT TO THE RESTRICTIONS CONTAINED
IN SECTION 9.04) ALL ITS INTERESTS, RIGHTS AND OBLIGATIONS UNDER THIS AGREEMENT
(OTHER THAN ANY OUTSTANDING COMPETITIVE LOANS HELD BY IT) TO AN ELIGIBLE
ASSIGNEE WHICH SHALL ASSUME SUCH OBLIGATIONS; PROVIDED THAT (I) NO SUCH
TERMINATION OR ASSIGNMENT SHALL CONFLICT WITH ANY LAW, RULE OR REGULATION OR
ORDER OF ANY GOVERNMENTAL AUTHORITY, (II) THE BORROWER OR SUCH ASSIGNEE, AS THE
CASE MAY BE, SHALL PAY TO THE AFFECTED LENDER IN IMMEDIATELY AVAILABLE FUNDS ON
THE DATE OF SUCH TERMINATION OR ASSIGNMENT THE PRINCIPAL OF AND INTEREST ACCRUED
TO THE DATE OF PAYMENT ON THE LOANS (OTHER THAN COMPETITIVE LOANS) MADE BY IT
HEREUNDER AND ALL OTHER AMOUNTS ACCRUED FOR ITS ACCOUNT OR OWED TO IT HEREUNDER
(OTHER THAN ANY OUTSTANDING COMPETITIVE LOANS HELD BY IT), (III) IF SUCH
ASSIGNEE IS NOT A LENDER, THE AGENT SHALL HAVE GIVEN ITS PRIOR WRITTEN CONSENT
TO SUCH REPLACEMENT (WHICH CONSENT WILL NOT BE UNREASONABLY WITHHELD) AND THE
BORROWER OR SUCH FINANCIAL INSTITUTION SHALL HAVE PAID A PROCESSING AND
RECORDATION FEE OF $3,500 TO THE AGENT AND (IV) IN THE CASE OF ANY ASSIGNMENT
RESULTING FROM A CLAIM FOR COMPENSATION UNDER SECTION 2.13 OR PAYMENTS REQUIRED
TO BE MADE PURSUANT TO SECTION 2.19, SUCH ASSIGNMENT WILL RESULT IN A REDUCTION
OF SUCH COMPENSATION OR PAYMENTS THEREAFTER.
A LENDER SHALL NOT BE REQUIRED TO
MAKE ANY SUCH ASSIGNMENT OR 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 2.21.
LENDING OFFICES AND LENDER CERTIFICATES; SURVIVAL OF INDEMNITY.
TO THE EXTENT REASONABLY POSSIBLE, EACH LENDER SHALL DESIGNATE AN ALTERNATE
LENDING OFFICE WITH RESPECT TO ITS EURODOLLAR LOANS AND FIXED RATE LOANS TO
REDUCE ANY LIABILITY OF THE BORROWER TO SUCH LENDER UNDER SECTION 2.13 OR TO
AVOID THE UNAVAILABILITY OF EURODOLLAR LOANS UNDER SECTION 2.10 OR 2.14, SO LONG
AS SUCH DESIGNATION IS NOT
48
DISADVANTAGEOUS TO SUCH LENDER.
A GOOD FAITH CERTIFICATE OF A LENDER SETTING
FORTH A REASONABLE BASIS OF COMPUTATION AND ALLOCATION OF THE AMOUNT DUE UNDER
SECTION 2.13 OR 2.15 SHALL BE FINAL, CONCLUSIVE AND BINDING ON THE BORROWER IN
THE ABSENCE OF MANIFEST ERROR.
THE AMOUNT SPECIFIED IN ANY SUCH CERTIFICATE
SHALL BE PAYABLE ON DEMAND AFTER RECEIPT BY THE BORROWER OF SUCH CERTIFICATE.
THE OBLIGATIONS OF THE BORROWER UNDER SECTIONS 2.13, 2.15, 2.18(C), 2.19 AND
9.05