APPLICABLE TO SUCH ALTERNATIVE CURRENCY LOAN IF SUCH LENDER MAY LAWFULLY
CONTINUE TO MAINTAIN AND FUND SUCH ALTERNATIVE CURRENCY LOAN TO SUCH DAY OR (II)
IMMEDIATELY IF SUCH LENDER SHALL DETERMINE THAT IT MAY NOT LAWFULLY CONTINUE TO
MAINTAIN AND FUND SUCH ALTERNATIVE CURRENCY LOAN TO SUCH DAY.
(B)
IF IT IS UNLAWFUL FOR ANY LENDER (OR ITS APPLICABLE LENDING OFFICE)
TO MAKE OR MAINTAIN LOANS TO ANY ELIGIBLE SUBSIDIARY AND SUCH LENDER SHALL SO
NOTIFY THE ADMINISTRATIVE AGENT, THE ADMINISTRATIVE AGENT SHALL FORTHWITH GIVE
NOTICE THEREOF TO THE OTHER LENDERS AND THE COMPANY, WHEREUPON UNTIL SUCH LENDER
NOTIFIES THE COMPANY AND THE ADMINISTRATIVE AGENT THAT THE CIRCUMSTANCES GIVING
RISE TO SUCH SUSPENSION NO LONGER EXIST (WHICH SUCH LENDER SHALL DO PROMPTLY
AFTER BECOMING AWARE THEREOF), THE OBLIGATION OF SUCH LENDER TO MAKE OR MAINTAIN
LOANS TO SUCH ELIGIBLE SUBSIDIARY SHALL BE SUSPENDED.
IF SUCH NOTICE IS GIVEN,
EACH LOAN OF SUCH LENDER THEN OUTSTANDING TO SUCH ELIGIBLE SUBSIDIARY SHALL BE
PREPAID EITHER (I) IN THE CASE OF A EURO-CURRENCY LOAN, ON THE LAST DAY OF THE
THEN CURRENT INTEREST PERIOD APPLICABLE THERETO IF SUCH LENDER MAY LAWFULLY
CONTINUE TO MAINTAIN SUCH LOAN TO SUCH DAY OR (II) IMMEDIATELY IF CLAUSE (I)
DOES NOT APPLY.
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(C)
IF SO REQUESTED BY THE ADMINISTRATIVE AGENT AND THE COMPANY, AND
PROVIDED THAT IT MAY LAWFULLY DO SO, ANY LENDER WHOSE ALTERNATIVE CURRENCY LOANS
HAVE BEEN PREPAID PURSUANT TO CLAUSE (A) OF THIS SECTION OR WHOSE LOANS TO AN
ELIGIBLE SUBSIDIARY HAVE BEEN PREPAID PURSUANT TO CLAUSE (B) OF THIS SECTION
SHALL PURCHASE PARTICIPATIONS IN THE RELATED LOANS OF THE OTHER LENDERS, AND
SUCH OTHER ADJUSTMENTS SHALL BE MADE, INCLUDING WITHOUT LIMITATION LOANS TO THE
COMPANY IN AN EQUIVALENT DOLLAR AMOUNT IN THE EVENT THAT PARTICIPATIONS IN SUCH
RELATED LOANS MAY NOT LAWFULLY BE PURCHASED BY SUCH LENDERS, AS MAY BE REQUIRED
SO THAT THE CREDIT EXPOSURE OF THE LENDERS WITH RESPECT TO THE LOANS IS SHARED
ON A BASIS PROPORTIONATE TO THE COMMITMENTS OF THE LENDERS.
(D)
BEFORE GIVING ANY NOTICE TO THE ADMINISTRATIVE AGENT PURSUANT TO
THIS SECTION, SUCH LENDER SHALL DESIGNATE A DIFFERENT APPLICABLE LENDING OFFICE
IF SUCH DESIGNATION WILL AVOID THE NEED FOR GIVING SUCH NOTICE AND WILL NOT, IN
THE JUDGMENT OF SUCH LENDER, BE OTHERWISE DISADVANTAGEOUS TO SUCH LENDER.
SECTION 2.23.
DEFAULTING LENDERS.
IF ANY LENDER BECOMES A DEFAULTING
LENDER, THEN THE FOLLOWING PROVISIONS SHALL APPLY FOR SO LONG AS SUCH LENDER IS
A DEFAULTING LENDER:
(A)
FEES SHALL CEASE TO ACCRUE ON THE UNUSED PORTION OF THE COMMITMENT
OF SUCH DEFAULTING LENDER PURSUANT TO SECTION 2.11(A);
(B)
IF ANY SWINGLINE EXPOSURE OR LC EXPOSURE EXISTS AT THE TIME SUCH
LENDER BECOMES A DEFAULTING LENDER THEN:
(I)
PROVIDED NO DEFAULT SHALL HAVE OCCURRED AND BE CONTINUING, THE
SWINGLINE EXPOSURE AND LC EXPOSURE OF SUCH DEFAULTING LENDER SHALL BE
AUTOMATICALLY REALLOCATED AMONG THE NON-DEFAULTING LENDERS IN ACCORDANCE WITH
THEIR RESPECTIVE APPLICABLE PERCENTAGES BUT ONLY TO THE EXTENT THE SUM OF ALL
NON-DEFAULTING LENDERS' REVOLVING CREDIT EXPOSURES PLUS