UNLAWFUL, FOR ANY LENDER TO PERFORM ITS
OBLIGATIONS HEREUNDER TO MAKE BRIDGE LOANS OR TO CONTINUE TO FUND OR MAINTAIN
BRIDGE LOANS OR ROLLOVER LOANS HEREUNDER, THEN, ON NOTICE THEREOF AND DEMAND
THEREFOR BY SUCH LENDER TO THE BORROWERS THROUGH THE ADMINISTRATIVE AGENT, THE
OBLIGATION OF THE LENDERS TO MAKE BRIDGE LOANS SHALL BE SUSPENDED UNTIL THE
ADMINISTRATIVE AGENT SHALL NOTIFY THE BORROWERS THAT SUCH LENDER HAS DETERMINED
THAT THE CIRCUMSTANCES CAUSING SUCH SUSPENSION NO LONGER EXIST; PROVIDED,
HOWEVER, THAT, BEFORE MAKING ANY SUCH DEMAND, SUCH LENDER AGREES TO USE
REASONABLE EFFORTS (CONSISTENT WITH ITS INTERNAL POLICY AND LEGAL AND REGULATORY
RESTRICTIONS) TO DESIGNATE A DIFFERENT OFFICE THROUGH WHICH TO MAKE OR MAINTAIN
BRIDGE LOANS IF THE MAKING OF SUCH A DESIGNATION WOULD ALLOW SUCH LENDER TO
CONTINUE TO PERFORM ITS OBLIGATIONS TO MAKE BRIDGE LOANS OR TO CONTINUE TO FUND
OR MAINTAIN BRIDGE LOANS AND ROLLOVER LOANS AND WOULD NOT, IN THE JUDGMENT OF
SUCH LENDER, BE OTHERWISE DISADVANTAGEOUS TO SUCH LENDER.
(E)
IN THE EVENT THAT ANY LENDER DEMANDS PAYMENT OF COSTS OR
ADDITIONAL AMOUNTS PURSUANT TO SECTION 2.08 OR SECTION 2.10 OR ASSERTS, PURSUANT
TO SECTION 2.08(D), THAT IT IS UNLAWFUL FOR SUCH LENDER TO MAKE BRIDGE LOANS OR
ROLLOVER LOANS, AS THE CASE MAY BE, OR BECOMES A DEFAULTING LENDER THEN (SUBJECT
TO SUCH LENDER'S RIGHT TO RESCIND SUCH DEMAND OR ASSERTION WITHIN 10 DAYS AFTER
THE NOTICE FROM THE BORROWERS REFERRED TO BELOW) THE BORROWERS MAY, UPON 20
DAYS' PRIOR WRITTEN NOTICE TO SUCH LENDER AND THE ADMINISTRATIVE AGENT, ELECT TO
CAUSE SUCH LENDER TO ASSIGN ITS BRIDGE LOANS AND BRIDGE LOAN COMMITMENTS IN FULL
TO ONE OR MORE PERSONS SELECTED BY THE BORROWERS SO LONG AS (A) EACH SUCH PERSON
SATISFIES THE CRITERIA OF AN ELIGIBLE ASSIGNEE AND IS REASONABLY SATISFACTORY TO
THE ADMINISTRATIVE AGENT, (B) SUCH LENDER RECEIVES PAYMENT IN FULL IN CASH OF
THE OUTSTANDING PRINCIPAL AMOUNT OF ALL BRIDGE LOANS OR ROLLOVER LOANS, AS THE
CASE MAY BE MADE BY IT AND ALL ACCRUED AND UNPAID INTEREST THEREON AND ALL OTHER
AMOUNTS DUE AND PAYABLE TO SUCH LENDER AS OF THE DATE OF SUCH ASSIGNMENT
(INCLUDING AMOUNTS OWING PURSUANT TO SECTIONS 2.08, 2.10, 2.13 AND 8.04) AND (C)
EACH SUCH LENDER ASSIGNEE AGREES TO ACCEPT SUCH ASSIGNMENT AND TO ASSUME ALL
OBLIGATIONS OF SUCH LENDER ASSIGNOR HEREUNDER IN ACCORDANCE WITH SECTION 8.07.
SECTION 2.09.
Payments and Computations. (a)
The Borrowers, jointly and
severally, agree to make each payment hereunder and under the Notes,
irrespective of any right of counterclaim or set-off, not later than 12:30 P.M.
(New York City time) on the day when due in U.S. dollars to the Administrative
Agent at the Administrative Agent's Account in same day funds, with payments
being received by the Administrative Agent after such time being deemed to have
been received on the next succeeding Business Day. The Administrative Agent will
promptly thereafter cause like funds to be distributed (i) if such payment by
the Borrowers is in respect of principal, interest, commitment fees