IS MADE ON TERMS THAT, IN THE SOLE
JUDGMENT OF SUCH LENDER, CAUSE SUCH LENDER AND ITS LENDING OFFICE(S) TO SUFFER
NO ECONOMIC, LEGAL OR REGULATORY DISADVANTAGE, AND PROVIDED, FURTHER, THAT
NOTHING IN THIS SECTION SHALL AFFECT OR POSTPONE ANY OF THE OBLIGATIONS OF THE
BORROWER OR THE RIGHTS OF ANY LENDER PURSUANT TO SECTION 2.16, 2.17(A) OR 2.19.
2.21
SUBSTITUTION OF LENDERS.
UPON THE RECEIPT BY THE
BORROWER FROM ANY LENDER (AN "AFFECTED LENDER") OF A CLAIM UNDER SECTION 2.16,
2.17 OR 2.19, THE BORROWER MAY:
(A) REQUEST ONE MORE OF THE OTHER LENDERS TO
ACQUIRE AND ASSUME ALL OR PART OF SUCH AFFECTED LENDER'S LOANS, REIMBURSEMENT
OBLIGATIONS AND REVOLVING CREDIT COMMITMENT; OR (B) REPLACE SUCH AFFECTED LENDER
BY DESIGNATING ANOTHER LENDER OR A FINANCIAL INSTITUTION THAT IS WILLING TO
ACQUIRE SUCH LOANS AND REIMBURSEMENT OBLIGATIONS AND ASSUME SUCH REVOLVING
CREDIT COMMITMENT;
PROVIDED THAT (I) SUCH REPLACEMENT DOES NOT CONFLICT WITH
ANY REQUIREMENT OF LAW, (II) NO EVENT OF DEFAULT SHALL HAVE OCCURRED AND BE
CONTINUING AT THE TIME OF SUCH REPLACEMENT, (III) THE BORROWER SHALL REPAY (OR
THE REPLACEMENT BANK OR INSTITUTION SHALL PURCHASE, AT PAR) ALL LOANS AND
REIMBURSEMENT OBLIGATIONS, ACCRUED INTEREST AND OTHER AMOUNTS OWING TO SUCH
REPLACED LENDER PRIOR TO THE DATE OF REPLACEMENT (INCLUDING ALL AMOUNTS THEN
OWING TO SUCH REPLACED LENDER PURSUANT TO SECTIONS 2.16, 2.17 AND 2.19),
(IV) THE BORROWER SHALL BE LIABLE TO SUCH REPLACED LENDER UNDER SECTION 2.18 IF
ANY EURODOLLAR LOAN OWING TO SUCH REPLACED LENDER SHALL BE PREPAID (OR
PURCHASED) OTHER THAN ON THE LAST DAY OF THE INTEREST PERIOD RELATING THERETO,
(V) THE REPLACEMENT BANK OR INSTITUTION, IF NOT ALREADY A LENDER, SHALL BE
REASONABLY SATISFACTORY TO THE ADMINISTRATIVE AGENT, AND (VI) THE REPLACED
LENDER SHALL BE OBLIGATED TO MAKE SUCH REPLACEMENT IN ACCORDANCE WITH THE
PROVISIONS OF SECTION 9.6 (PROVIDED THAT THE BORROWER OR REPLACEMENT LENDER
SHALL BE OBLIGATED TO PAY THE REGISTRATION AND PROCESSING FEE).
2.22
L/C COMMITMENT.
(A)
SUBJECT TO THE TERMS AND
CONDITIONS HEREOF, EACH ISSUING LENDER, IN RELIANCE ON THE AGREEMENTS OF THE
OTHER LENDERS SET FORTH IN SECTION 2.25(A), AGREES TO ISSUE LETTERS OF CREDIT
(THE LETTERS OF CREDIT ISSUED ON AND AFTER THE CLOSING DATE, TOGETHER WITH THE
EXISTING LETTERS OF CREDIT, COLLECTIVELY, THE "LETTERS OF CREDIT") FOR THE
ACCOUNT OF THE BORROWER ON ANY BUSINESS DAY DURING THE REVOLVING CREDIT
COMMITMENT PERIOD IN SUCH FORM AS MAY BE APPROVED FROM TIME TO TIME BY SUCH
ISSUING LENDER; PROVIDED THAT NO ISSUING LENDER SHALL HAVE
A-13
ANY OBLIGATION TO ISSUE ANY LETTER OF CREDIT IF, AFTER GIVING EFFECT TO SUCH
ISSUANCE, (I) THE L/C OBLIGATIONS WOULD EXCEED THE L/C COMMITMENT OR (II) THE
AGGREGATE AMOUNT OF THE AVAILABLE REVOLVING CREDIT COMMITMENTS WOULD BE LESS
THAN ZERO. EACH LETTER OF CREDIT SHALL (I) BE DENOMINATED IN DOLLARS AND
(II) EXPIRE NO LATER THAN THE EARLIER OF (X) THE FIRST ANNIVERSARY OF ITS DATE
OF ISSUANCE AND (Y) THE DATE WHICH IS FIVE BUSINESS DAYS PRIOR TO THE REVOLVING
CREDIT TERMINATION