OR ANY GOVERNMENTAL
AUTHORITY FOR THE ACCOUNT OF ANY LENDER PURSUANT TO SECTION 5.03, THEN SUCH
LENDER SHALL USE REASONABLE EFFORTS TO DESIGNATE A DIFFERENT LENDING OFFICE FOR
FUNDING OR BOOKING ITS LOANS HEREUNDER OR TO ASSIGN ITS RIGHTS AND OBLIGATIONS
HEREUNDER TO ANOTHER OF ITS OFFICES, BRANCHES OR AFFILIATES, IF, IN THE JUDGMENT
OF SUCH LENDER, SUCH DESIGNATION OR ASSIGNMENT (I) WOULD ELIMINATE OR REDUCE
AMOUNTS PAYABLE PURSUANT TO SECTION 5.01 OR SECTION 5.03, AS THE CASE MAY BE, IN
THE FUTURE AND (II) WOULD NOT SUBJECT SUCH LENDER TO ANY UNREIMBURSED COST OR
EXPENSE AND WOULD NOT OTHERWISE BE DISADVANTAGEOUS TO SUCH LENDER.
THE BORROWER
HEREBY AGREES TO PAY ALL REASONABLE COSTS AND EXPENSES INCURRED BY ANY LENDER IN
CONNECTION WITH ANY SUCH DESIGNATION OR ASSIGNMENT.
(B)
REPLACEMENT OF LENDERS.
IF ANY LENDER
REQUESTS COMPENSATION UNDER SECTION 5.01, OR IF THE BORROWER IS REQUIRED TO PAY
ANY ADDITIONAL AMOUNT TO ANY LENDER OR ANY GOVERNMENTAL AUTHORITY FOR THE
ACCOUNT OF ANY LENDER PURSUANT TO SECTION 5.03, OR IF ANY LENDER DEFAULTS IN ITS
OBLIGATION TO FUND LOANS HEREUNDER, THEN THE BORROWER MAY, AT ITS 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 SECTION 12.04(A)), 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, 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 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) AND (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.
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.
42
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