LENDER;
PROVIDED, HOWEVER, THAT THE BORROWERS WILL REPLACE SUCH COMMITMENT WITH THE
COMMITMENT OF A COMMERCIAL BANK WHICH IS REASONABLY SATISFACTORY TO THE
REMAINING LENDERS (A "REPLACEMENT LENDER").
SUCH REPLACEMENT LENDER WILL UPON
THE EFFECTIVE DATE OF REPLACEMENT PURCHASE THE CREDIT OBLIGATIONS OWED TO SUCH
REPLACED LENDER FOR THE AGGREGATE AMOUNT THEREOF AND WILL THEREUPON FOR ALL
PURPOSES BECOME A "LENDER" HEREUNDER.
SUCH NOTICE FROM THE BORROWERS WILL
SPECIFY AN EFFECTIVE DATE FOR THE REPLACEMENT OF SUCH LENDER'S COMMITMENT, WHICH
DATE WILL NOT BE EARLIER THAN THE TENTH DAY AFTER THE DAY SUCH NOTICE IS GIVEN.
ON THE EFFECTIVE DATE OF ANY REPLACEMENT OF SUCH LENDER'S COMMITMENT PURSUANT TO
THIS SECTION 3.5.7, THE BORROWERS WILL PAY TO THE AGENT FOR THE ACCOUNT OF SUCH
LENDER (I) ANY AMOUNTS DUE TO SUCH LENDER TO THE DATE OF SUCH REPLACEMENT,
(II) ACCRUED INTEREST ON THE PRINCIPAL AMOUNT OF OUTSTANDING BASE RATE LOANS AND
LIBOR LOANS MADE BY SUCH LENDER TO THE DATE OF SUCH
33
REPLACEMENT, AND (III) THE AMOUNTS PAYABLE TO SUCH LENDER PURSUANT TO
SECTIONS 3.2.4 AND 3.5, AS APPLICABLE.
THE BORROWERS WILL BE LIABLE TO SUCH
REPLACED LENDER FOR COSTS THAT SUCH LENDER MAY SUSTAIN OR INCUR PURSUANT TO
SECTION 3.5.2 AS A DIRECT CONSEQUENCE OF REPAYMENT OF SUCH LENDER'S PERCENTAGE
INTEREST OF THE AGGREGATE PRINCIPAL AMOUNT OF THE LOANS.
UPON THE EFFECTIVE
DATE OF REPAYMENT OF ANY LENDER'S COMMITMENT PURSUANT TO THIS SECTION 3.5.7,
SUCH LENDER WILL CEASE TO BE A "LENDER" HEREUNDER.
NO SUCH TERMINATION OF ANY
SUCH LENDER'S COMMITMENT AND THE PURCHASE OF SUCH LENDER'S PERCENTAGE INTEREST
OF THE AGGREGATE PRINCIPAL AMOUNT OF THE LOANS PURSUANT TO THIS SECTION 3.5.7
WILL AFFECT (X) ANY LIABILITY OR OBLIGATION OF THE BORROWERS OR ANY OTHER LENDER
TO SUCH TERMINATED LENDER WHICH ACCRUED ON OR PRIOR TO THE DATE OF SUCH
TERMINATION, OR (Y) SUCH TERMINATED LENDER'S RIGHTS HEREUNDER IN RESPECT OF ANY
SUCH LIABILITY OR OBLIGATION.
3.6
European Monetary Union.
3.6.1
EURO.
IF (I) ANY FOREIGN CURRENCY CEASES TO BE
LAWFUL CURRENCY OF THE STATE ISSUING THE SAME AND IS REPLACED BY EUROS OR
(II) ANY FOREIGN CURRENCY AND EUROS ARE AT THE SAME TIME BOTH RECOGNIZED BY THE
CENTRAL BANK OR COMPARABLE GOVERNMENTAL AUTHORITY OF THE STATE ISSUING SUCH
CURRENCY AS LAWFUL CURRENCY OF SUCH STATE, THEN ANY AMOUNT PAYABLE HEREUNDER BY
ANY PARTY (INCLUDING THE FUNDING OF A MULTICURRENCY LIBOR LOAN) IN SUCH FOREIGN
CURRENCY SHALL INSTEAD BE PAYABLE IN EUROS AND THE AMOUNT SO PAYABLE SHALL BE
DETERMINED BY REDENOMINATING OR CONVERTING SUCH AMOUNT INTO EUROS; PROVIDED,
THAT TO THE EXTENT ANY EMU LEGISLATION PROVIDES THAT AN AMOUNT DENOMINATED
EITHER IN EUROS OR IN THE APPLICABLE FOREIGN CURRENCY CAN BE PAID EITHER IN
EUROS OR IN THE APPLICABLE FOREIGN CURRENCY, EACH PARTY TO THIS AGREEMENT SHALL
BE ENTITLED TO PAY OR REPAY SUCH AMOUNT IN EUROS OR IN THE APPLICABLE FOREIGN
CURRENCY.
3.6.2
INCREASED COST OR REDUCTION IN RETURN.
THE
BORROWERS SHALL, AT THE REQUEST OF THE AGENT, PAY TO THE AGENT FOR THE