(Y) THEN THE BORROWER MAY, WITHOUT WAIVING OR LIMITING ANY
RIGHTS OR REMEDIES IT MAY HAVE AGAINST SUCH LENDER HEREUNDER OR UNDER APPLICABLE
LAW OR OTHERWISE, BORROW A LIKE AMOUNT ON AN UNSECURED BASIS FROM ANY COMMERCIAL
BANK FOR A PERIOD ENDING ON THE DATE UPON WHICH SUCH LENDER DOES IN FACT MAKE
SUCH BORROWING AVAILABLE.
(C)
NOTWITHSTANDING ANYTHING CONTAINED IN THIS
AGREEMENT:
(I)
IF AT ANY TIME A LENDER SHALL NOT MAKE A
DELAYED DRAW TERM LOAN REQUIRED TO BE MADE BY IT HEREUNDER (ANY SUCH LENDER, A
"DEFAULTING LENDER"), THE BORROWER SHALL HAVE THE RIGHT TO SEEK ONE OR MORE
PERSONS REASONABLY SATISFACTORY TO THE ADMINISTRATIVE AGENT AND THE BORROWER TO
EACH BECOME A SUBSTITUTE LENDER AND ASSUME ALL OR PART OF THE DELAYED DRAW TERM
LOAN COMMITMENT OF SUCH DEFAULTING LENDER.
IN SUCH EVENT, THE BORROWER, THE
ADMINISTRATIVE AGENT AND ANY SUCH SUBSTITUTE LENDER SHALL EXECUTE AND DELIVER,
AND SUCH DEFAULTING LENDER SHALL THEREUPON BE DEEMED TO HAVE EXECUTED AND
DELIVERED, AN APPROPRIATELY COMPLETED ASSIGNMENT AND ACCEPTANCE TO EFFECT SUCH
SUBSTITUTION.
71
(II)
IN DETERMINING THE REQUIRED LENDERS, ANY
LENDER THAT AT THE TIME IS A DEFAULTING LENDER (AND THE DELAYED DRAW TERM LOAN
AND/OR DELAYED DRAW TERM LOAN COMMITMENT OF SUCH DEFAULTING LENDER) SHALL BE
EXCLUDED AND DISREGARDED.
NO COMMITMENT FEE SHALL ACCRUE FOR THE ACCOUNT OF A
DEFAULTING LENDER SO LONG AS SUCH LENDER SHALL BE A DEFAULTING LENDER.
3.9
ILLEGALITY.
NOTWITHSTANDING ANY OTHER
PROVISION HEREIN, IF THE ADOPTION OF OR ANY CHANGE IN ANY REQUIREMENT OF LAW OR
IN THE INTERPRETATION OR APPLICATION THEREOF OCCURRING AFTER THE CLOSING DATE
SHALL MAKE IT UNLAWFUL FOR ANY LENDER TO MAKE OR MAINTAIN ANY EUROCURRENCY LOANS
AS CONTEMPLATED BY THIS AGREEMENT ("AFFECTED LOANS"), (A) SUCH LENDER SHALL
PROMPTLY GIVE WRITTEN NOTICE OF SUCH CIRCUMSTANCES TO THE BORROWER AND THE
ADMINISTRATIVE AGENT (WHICH NOTICE SHALL BE WITHDRAWN WHENEVER SUCH
CIRCUMSTANCES NO LONGER EXIST), (B) THE COMMITMENT OF SUCH LENDER HEREUNDER TO
MAKE AFFECTED LOANS, CONTINUE AFFECTED LOANS AS SUCH AND CONVERT AN ABR LOAN TO
AN AFFECTED LOAN SHALL FORTHWITH BE CANCELLED AND, UNTIL SUCH TIME AS IT SHALL
NO LONGER BE UNLAWFUL FOR SUCH LENDER TO MAKE OR MAINTAIN SUCH AFFECTED LOANS,
SUCH LENDER SHALL THEN HAVE A COMMITMENT ONLY TO MAKE AN ABR LOAN WHEN AN
AFFECTED LOAN IS REQUESTED AND (C) SUCH LENDER'S LOANS THEN OUTSTANDING AS
AFFECTED LOANS, IF ANY, SHALL BE CONVERTED AUTOMATICALLY TO ABR LOANS ON THE
RESPECTIVE LAST DAYS OF THE THEN CURRENT INTEREST PERIODS WITH RESPECT TO SUCH
LOANS OR WITHIN SUCH EARLIER PERIOD AS REQUIRED BY LAW.
IF ANY SUCH CONVERSION
OF AN AFFECTED LOAN OCCURS ON A DAY WHICH IS NOT THE LAST DAY OF THE THEN
CURRENT INTEREST PERIOD WITH RESPECT THERETO, THE BORROWER SHALL PAY TO SUCH
LENDER SUCH AMOUNTS, IF ANY, AS MAY BE REQUIRED PURSUANT TO SUBSECTION 3.12.
3.10
REQUIREMENTS OF LAW.
(A)
IF THE ADOPTION OF OR ANY CHANGE IN ANY
REQUIREMENT OF LAW OR IN THE INTERPRETATION OR APPLICATION THEREOF APPLICABLE