OR ANY CHANGE IN ANY LAW OR REGULATION
(OR ANY CHANGE IN THE INTERPRETATION THEREOF BY ANY GOVERNMENTAL AUTHORITY
CHARGED WITH THE ADMINISTRATION OR INTERPRETATION THEREOF OR OTHERWISE HAVING
JURISDICTION IN RESPECT THEREOF) SHALL MAKE IT UNLAWFUL, OR ANY GOVERNMENTAL
AUTHORITY SHALL ASSERT THAT IT IS UNLAWFUL, FOR ANY LENDER TO AGREE TO MAKE OR
TO MAKE OR TO CONTINUE TO FUND OR MAINTAIN ANY LIBOR LOAN, THEN, UNLESS THAT
LENDER IS ABLE TO MAKE OR TO CONTINUE TO FUND OR TO MAINTAIN SUCH LIBOR LOAN AT
ANOTHER BRANCH
16
OR OFFICE OF THAT LENDER WITHOUT, IN THAT LENDER'S OPINION, ADVERSELY AFFECTING
IT OR ITS LOANS OR THE INCOME OBTAINED THEREFROM, ON NOTICE THEREOF AND DEMAND
THEREFOR BY SUCH LENDER TO BORROWER THROUGH AGENT, (I) THE OBLIGATION OF SUCH
LENDER TO AGREE TO MAKE OR TO MAKE OR TO CONTINUE TO FUND OR MAINTAIN LIBOR
LOANS SHALL TERMINATE AND (II) BORROWER SHALL FORTHWITH (BUT NOT EARLIER THAN
THE LAST DAY OF THE APPLICABLE LIBOR PERIOD, EXCEPT IF REQUIRED BY LAW) PREPAY
IN FULL ALL OUTSTANDING LIBOR LOANS OWING TO SUCH LENDER, TOGETHER WITH INTEREST
ACCRUED THEREON, UNLESS BORROWER, WITHIN FIVE (5) BUSINESS DAYS AFTER THE
DELIVERY OF SUCH NOTICE AND DEMAND, CONVERTS ALL LIBOR LOANS INTO INDEX RATE
LOANS.
(D)
WITHIN FIFTEEN (15) DAYS AFTER RECEIPT BY
BORROWER OF WRITTEN NOTICE AND DEMAND FROM ANY LENDER (AN "AFFECTED LENDER") FOR
PAYMENT OF ADDITIONAL AMOUNTS OR INCREASED COSTS AS PROVIDED IN SECTIONS
1.15(A), 1.16(A) OR 1.16(B), BORROWER MAY, AT ITS OPTION, NOTIFY AGENT AND SUCH
AFFECTED LENDER OF ITS INTENTION TO REPLACE THE AFFECTED LENDER.
SO LONG AS NO
DEFAULT OR EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING, BORROWER, WITH THE
CONSENT OF AGENT, MAY OBTAIN, AT BORROWER'S EXPENSE, A REPLACEMENT LENDER
("REPLACEMENT LENDER") FOR THE AFFECTED LENDER, WHICH REPLACEMENT LENDER MUST BE
REASONABLY SATISFACTORY TO AGENT.
IF BORROWER OBTAINS A REPLACEMENT LENDER
WITHIN 90 DAYS FOLLOWING NOTICE OF ITS INTENTION TO DO SO, THE AFFECTED LENDER
MUST SELL AND ASSIGN ITS LOANS AND COMMITMENTS TO SUCH REPLACEMENT LENDER FOR AN
AMOUNT EQUAL TO THE PRINCIPAL BALANCE OF ALL LOANS HELD BY THE AFFECTED LENDER
AND ALL ACCRUED INTEREST AND FEES WITH RESPECT THERETO THROUGH THE DATE OF SUCH
SALE; PROVIDED, THAT BORROWER SHALL HAVE REIMBURSED SUCH AFFECTED LENDER FOR THE
ADDITIONAL AMOUNTS OR INCREASED COSTS THAT IT IS ENTITLED TO RECEIVE UNDER THIS
AGREEMENT THROUGH THE DATE OF SUCH SALE AND ASSIGNMENT.
NOTWITHSTANDING THE
FOREGOING, BORROWER SHALL NOT HAVE THE RIGHT TO OBTAIN A REPLACEMENT LENDER IF
THE AFFECTED LENDER RESCINDS ITS DEMAND FOR INCREASED COSTS OR ADDITIONAL
AMOUNTS WITHIN FIVE (5) BUSINESS DAYS FOLLOWING ITS RECEIPT OF BORROWER'S NOTICE
OF INTENTION TO REPLACE SUCH AFFECTED LENDER.
FURTHERMORE, IF BORROWER GIVES A
NOTICE OF INTENTION TO REPLACE AND DOES NOT SO REPLACE SUCH AFFECTED LENDER
WITHIN NINETY (90) DAYS THEREAFTER, BORROWER'S RIGHTS UNDER THIS SECTION 1.16(D)
SHALL TERMINATE AND BORROWER SHALL PROMPTLY PAY ALL INCREASED COSTS OR
ADDITIONAL AMOUNTS DEMANDED BY SUCH AFFECTED LENDER PURSUANT TO SECTIONS
1.15(A),