THE OTHER LENDERS, (II) SHALL HAVE
DELIVERED A NOTICE PURSUANT TO SECTION 2.16 CLAIMING THAT SUCH
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LENDER IS UNABLE TO EXTEND EURODOLLAR LOANS TO THE BORROWER FOR REASONS NOT
GENERALLY APPLICABLE TO THE OTHER LENDERS, (III) SHALL HAVE INVOKED
SECTION 11.13 OR (IV) IS A REJECTING LENDER PURSUANT TO SECTION 2.19, THEN, IN
ANY SUCH CASE, THE BORROWER OR THE AGENT MAY EFFECT THE REPLACEMENT OF SUCH
AFFECTED LENDER IN ACCORDANCE WITH THE PROVISIONS OF THIS SECTION 2.21,
PROVIDED, HOWEVER, THAT IF THE REPLACEMENT OF SUCH AFFECTED LENDER IS BY REASON
OF CLAUSE (IV) ABOVE, THE REPLACEMENT OF SUCH AFFECTED LENDER SHALL BE SUBJECT
TO THE PROVISIONS OF SECTION 2.21(B).
THE BORROWER OR THE AGENT MAY ELECT TO
REPLACE AN AFFECTED LENDER AND MAKE WRITTEN DEMAND ON SUCH AFFECTED LENDER (WITH
A COPY TO THE AGENT IN THE CASE OF A DEMAND BY THE BORROWER AND A COPY TO THE
BORROWER IN THE CASE OF A DEMAND BY THE AGENT) FOR THE AFFECTED LENDER TO
ASSIGN, AND, IF A REPLACEMENT LENDER (AS HEREINAFTER DEFINED) NOTIFIES THE
AFFECTED LENDER OF ITS WILLINGNESS TO PURCHASE THE AFFECTED LENDER'S INTERESTS
IN THE FACILITY AND THE AGENT AND THE BORROWER CONSENT THERETO IN WRITING, THEN
SUCH AFFECTED LENDER SHALL ASSIGN PURSUANT TO ONE OR MORE DULY EXECUTED
ASSIGNMENT AND ASSUMPTION IN SUBSTANTIALLY AND IN ALL MATERIAL RESPECTS IN THE
FORM AND SUBSTANCE OF EXHIBIT G FIVE (5) BUSINESS DAYS AFTER THE DATE OF SUCH
DEMAND, TO ONE OR MORE FINANCIAL INSTITUTIONS THAT COMPLY WITH THE PROVISIONS OF
SECTION 12.02 THAT THE BORROWER OR THE AGENT, AS THE CASE MAY BE, SHALL HAVE
ENGAGED FOR SUCH PURPOSE (EACH A "REPLACEMENT LENDER"), ALL (OR, TO THE EXTENT
REQUIRED OR PERMITTED UNDER SECTION 2.21(B), A PART) OF SUCH AFFECTED LENDER'S
RIGHTS AND OBLIGATIONS (FROM AND AFTER THE DATE OF SUCH ASSIGNMENT) UNDER THIS
AGREEMENT AND THE OTHER LOAN DOCUMENTS IN ACCORDANCE WITH SECTION 12.02.
THE
AGENT AGREES, UPON THE OCCURRENCE OF SUCH EVENTS WITH RESPECT TO AN AFFECTED
LENDER AND UPON THE WRITTEN REQUEST OF THE BORROWER, TO USE ITS REASONABLE
EFFORTS TO OBTAIN COMMITMENTS FROM ONE OR MORE FINANCIAL INSTITUTIONS TO ACT AS
A REPLACEMENT LENDER.
AS A CONDITION TO ANY SUCH ASSIGNMENT, THE AFFECTED
LENDER SHALL HAVE CONCURRENTLY RECEIVED, IN CASH, ALL AMOUNTS (EXCEPT AS
OTHERWISE PROVIDED IN SECTION 2.21(B)) DUE AND OWING TO THE AFFECTED LENDER
HEREUNDER OR UNDER ANY OTHER LOAN DOCUMENT, INCLUDING, WITHOUT LIMITATION, THE
AGGREGATE OUTSTANDING PRINCIPAL AMOUNT OF THE LOANS OWED TO SUCH LENDER,
TOGETHER WITH ACCRUED INTEREST THEREON THROUGH THE DATE OF SUCH ASSIGNMENT,
AMOUNTS PAYABLE UNDER SECTIONS 2.14 AND 2.15 WITH RESPECT TO SUCH AFFECTED
LENDER AND THE FEES PAYABLE TO SUCH AFFECTED LENDER UNDER SECTION 2.09(B);
PROVIDED THAT UPON SUCH AFFECTED LENDER'S REPLACEMENT, SUCH AFFECTED LENDER
SHALL (EXCEPT AS OTHERWISE PROVIDED IN SECTION 2.21(B)) CEASE TO BE A PARTY
HERETO BUT SHALL CONTINUE TO BE ENTITLED TO THE BENEFITS OF SECTIONS 2.14, 2.15,
2.17, 11.04 AND 11.06, AS WELL AS TO ANY FEES ACCRUED FOR