ON THE LAST DAY(S) OF THE THEN
CURRENT INTEREST PERIOD(S) FOR SUCH EUROCURRENCY RATE LOANS (OR, IN THE CASE OF
AN IMMEDIATE CONVERSION REQUIRED BY SECTION 3.02, ON SUCH EARLIER DATE AS
REQUIRED BY LAW) AND, UNLESS AND UNTIL SUCH LENDER GIVES NOTICE AS PROVIDED
BELOW THAT THE CIRCUMSTANCES SPECIFIED IN SECTION 3.01, 3.02, 3.03 OR 3.04
HEREOF THAT GAVE RISE TO SUCH CONVERSION NO LONGER EXIST:
(I)
TO THE EXTENT THAT SUCH LENDER'S EUROCURRENCY RATE LOANS HAVE
BEEN SO CONVERTED, ALL PAYMENTS AND PREPAYMENTS OF PRINCIPAL THAT WOULD
OTHERWISE BE APPLIED TO SUCH LENDER'S EUROCURRENCY RATE LOANS SHALL BE APPLIED
INSTEAD TO ITS BASE RATE LOANS; AND
(II)
ALL LOANS THAT WOULD OTHERWISE BE MADE OR CONTINUED FROM ONE
INTEREST PERIOD TO ANOTHER BY SUCH LENDER AS EUROCURRENCY RATE LOANS SHALL BE
MADE OR CONTINUED INSTEAD AS BASE RATE LOANS, AND ALL BASE RATE LOANS OF SUCH
LENDER THAT WOULD OTHERWISE BE CONVERTED INTO EUROCURRENCY RATE LOANS SHALL
REMAIN AS BASE RATE LOANS.
(D)
IF ANY LENDER GIVES NOTICE TO THE BORROWER (WITH A
COPY TO THE ADMINISTRATIVE AGENT) THAT THE CIRCUMSTANCES SPECIFIED IN SECTION
3.01, 3.02, 3.03 OR 3.04 HEREOF THAT GAVE RISE TO THE CONVERSION OF SUCH
LENDER'S EUROCURRENCY RATE LOANS PURSUANT TO THIS SECTION 3.06 NO LONGER EXIST
(WHICH SUCH LENDER AGREES TO DO PROMPTLY UPON SUCH CIRCUMSTANCES CEASING TO
EXIST) AT A TIME WHEN EUROCURRENCY RATE LOANS MADE BY OTHER LENDERS ARE
OUTSTANDING, SUCH LENDER'S BASE RATE LOANS SHALL BE AUTOMATICALLY CONVERTED, ON
THE FIRST DAY(S) OF THE NEXT SUCCEEDING INTEREST PERIOD(S) FOR SUCH OUTSTANDING
EUROCURRENCY RATE LOANS, TO THE EXTENT NECESSARY SO THAT, AFTER GIVING EFFECT
THERETO, ALL LOANS HELD BY THE LENDERS HOLDING EUROCURRENCY RATE LOANS AND BY
SUCH LENDER ARE HELD PRO RATA (AS TO PRINCIPAL AMOUNTS, INTEREST RATE BASIS, AND
INTEREST PERIODS) IN ACCORDANCE WITH THEIR RESPECTIVE COMMITMENTS.
110
SECTION 3.07
REPLACEMENT OF LENDERS UNDER
CERTAIN CIRCUMSTANCES.
(A)
IF AT ANY TIME (I) THE BORROWER BECOMES OBLIGATED
TO PAY ADDITIONAL AMOUNTS OR INDEMNITY PAYMENTS DESCRIBED IN SECTION 3.01 OR
3.04 AS A RESULT OF ANY CONDITION DESCRIBED IN SUCH SECTIONS OR ANY LENDER
CEASES TO MAKE EUROCURRENCY RATE LOANS AS A RESULT OF ANY CONDITION DESCRIBED IN
SECTION 3.02 OR SECTION 3.04, (II) ANY LENDER BECOMES A DEFAULTING LENDER OR
(III) ANY LENDER BECOMES A NON-CONSENTING LENDER, THEN THE BORROWER MAY, ON TEN
(10) BUSINESS DAYS' PRIOR WRITTEN NOTICE TO THE ADMINISTRATIVE AGENT AND SUCH
LENDER, REPLACE SUCH LENDER BY CAUSING SUCH LENDER TO (AND SUCH LENDER SHALL BE
OBLIGATED TO) ASSIGN PURSUANT TO SECTION 10.07(B) (WITH THE ASSIGNMENT FEE TO BE
PAID BY THE BORROWER IN SUCH INSTANCE) ALL OF ITS RIGHTS AND OBLIGATIONS UNDER
THIS AGREEMENT TO ONE OR MORE ELIGIBLE ASSIGNEES; PROVIDED THAT NEITHER THE
ADMINISTRATIVE AGENT NOR ANY LENDER SHALL HAVE ANY OBLIGATION TO THE BORROWER TO
FIND A REPLACEMENT LENDER OR OTHER SUCH PERSON; AND PROVIDED FURTHER THAT (A) IN
THE CASE OF ANY SUCH ASSIGNMENT RESULTING FROM A CLAIM FOR COMPENSATION UNDER
SECTION 3.04