OF SECTION 10.06(A) (INCLUDING EXECUTION
OF AN APPROPRIATE ASSIGNMENT), PROVIDED THAT (I) ALL OBLIGATIONS OF SUCH BANK TO
LEND HEREUNDER SHALL BE TERMINATED AND THE ADVANCES PAYABLE TO SUCH BANK AND ALL
OTHER OBLIGATIONS OWED TO SUCH BANK HEREUNDER SHALL BE PURCHASED IN FULL WITHOUT
RECOURSE AT PAR PLUS ACCRUED INTEREST AT OR PRIOR TO SUCH REPLACEMENT, (II) SUCH
REPLACEMENT SHALL BE REASONABLY SATISFACTORY TO THE ADMINISTRATIVE AGENT,
(III) IF SUCH REPLACEMENT BANK IS NOT ALREADY A BANK HEREUNDER, THE BORROWER
(AND, FOR AVOIDANCE OF DOUBT, NOT THE REPLACEMENT BANK) SHALL PAY TO THE
ADMINISTRATIVE AGENT AN ASSIGNMENT FEE OF $3,500 IN CONNECTION WITH SUCH
REPLACEMENT, (IV) SUCH REPLACEMENT SHALL, FROM AND AFTER SUCH REPLACEMENT, BE
DEEMED FOR ALL PURPOSES TO BE A "BANK" HEREUNDER WITH A COMMITMENT IN THE AMOUNT
OF THE RESPECTIVE COMMITMENT OF THE ASSIGNING BANK IMMEDIATELY PRIOR TO SUCH
REPLACEMENT (PLUS, IF SUCH REPLACEMENT BANK IS ALREADY A BANK PRIOR TO SUCH
REPLACEMENT, THE RESPECTIVE COMMITMENT OF SUCH BANK PRIOR TO SUCH REPLACEMENT),
AS SUCH AMOUNT MAY BE CHANGED FROM TIME TO TIME PURSUANT HERETO, AND SHALL HAVE
ALL OF THE RIGHTS, DUTIES AND OBLIGATIONS HEREUNDER OF THE BANK BEING REPLACED,
AND (V) SUCH OTHER ACTIONS SHALL BE TAKEN BY THE BORROWER, SUCH BANK AND SUCH
REPLACEMENT BANK AS MAY BE APPROPRIATE TO EFFECT THE REPLACEMENT OF SUCH BANK
WITH SUCH REPLACEMENT BANK ON TERMS SUCH THAT SUCH REPLACEMENT BANK HAS THE SAME
RIGHTS, DUTIES AND OBLIGATIONS HEREUNDER AS SUCH BANK (INCLUDING, WITHOUT
LIMITATION, EXECUTION AND DELIVERY OF NEW NOTES TO SUCH REPLACEMENT BANK IF SUCH
REPLACEMENT BANK SHALL SO REQUEST, REDELIVERY TO THE BORROWER IN DUE COURSE OF
ANY NOTES PAYABLE TO SUCH BANK AND SPECIFICATION OF THE INFORMATION CONTEMPLATED
BY SCHEDULE I AS TO SUCH REPLACEMENT BANK).
SECTION 2.14.ILLEGALITY AND UNAVAILABILITY.
(A)
NOTWITHSTANDING ANY OTHER
PROVISION OF THIS AGREEMENT, IF ANY BANK SHALL NOTIFY THE ADMINISTRATIVE AGENT
THAT THE INTRODUCTION OF OR ANY CHANGE IN OR IN THE INTERPRETATION OF ANY LAW OR
REGULATION SHALL MAKE IT UNLAWFUL, OR ANY CENTRAL BANK OR OTHER GOVERNMENTAL
AUTHORITY SHALL ASSERT THAT IT IS UNLAWFUL, FOR SUCH BANK OR ITS APPLICABLE
LENDING OFFICE TO MAKE ANY EURODOLLAR RATE ADVANCE OR TO CONTINUE TO FUND OR
MAINTAIN ANY EURODOLLAR RATE ADVANCE HEREUNDER, THEN, ON NOTICE THEREOF TO THE
BORROWER BY THE ADMINISTRATIVE AGENT,
(I) THE OBLIGATION OF SUCH BANK TO MAKE ANY EURODOLLAR RATE ADVANCE SHALL BE
SUSPENDED UNTIL THE ADMINISTRATIVE AGENT SHALL NOTIFY THE BORROWER AND THE BANK
THAT THE CIRCUMSTANCES CAUSING SUCH SUSPENSION NO LONGER EXIST, AND
26
(II) THE EURODOLLAR RATE ADVANCES THEN OUTSTANDING OF SUCH BANK, TOGETHER WITH
ALL ACCRUED INTEREST THEREON AND ALL AMOUNTS PAYABLE PURSUANT TO SECTION 2.11,
SHALL BE AUTOMATICALLY CONVERTED TO BASE RATE ADVANCES, OR, AT THE OPTION OF THE
BORROWER, PREPAID IN FULL, UNLESS SUCH BANK SHALL DETERMINE IN GOOD FAITH IN ITS
SOLE OPINION THAT IT IS LAWFUL TO MAINTAIN SUCH ADVANCES MADE BY SUCH BANK TO
THE END OF THE INTEREST PERIOD THEN APPLICABLE THERETO.
(B)