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 OR PAYMENTS REQUIRED TO BE MADE PURSUANT TO SECTION 3.01, SUCH
ASSIGNMENT WILL RESULT IN A REDUCTION IN SUCH COMPENSATION OR PAYMENTS AND (B)
IN THE CASE OF ANY SUCH ASSIGNMENT RESULTING FROM A LENDER BECOMING A
NON-CONSENTING LENDER, THE APPLICABLE ELIGIBLE ASSIGNEES SHALL HAVE AGREED TO
THE APPLICABLE DEPARTURE, WAIVER OR AMENDMENT OF THE LOAN DOCUMENTS.
(B)
ANY LENDER BEING REPLACED PURSUANT TO SECTION 3.07(A) ABOVE SHALL
(I) EXECUTE AND DELIVER AN ASSIGNMENT AND ASSUMPTION WITH RESPECT TO SUCH
LENDER'S COMMITMENT AND OUTSTANDING LOANS AND PARTICIPATIONS IN L/C OBLIGATIONS
AND SWING LINE LOANS, AND (II) DELIVER ANY NOTES EVIDENCING SUCH LOANS TO THE
BORROWER OR ADMINISTRATIVE AGENT.
PURSUANT TO SUCH ASSIGNMENT AND ASSUMPTION,
(A) THE ASSIGNEE LENDER SHALL ACQUIRE ALL OR A PORTION, AS THE CASE MAY BE, OF
THE ASSIGNING LENDER'S COMMITMENT AND OUTSTANDING LOANS AND PARTICIPATIONS IN
L/C OBLIGATIONS AND SWING LINE LOANS, (B) ALL OBLIGATIONS OF THE BORROWER OWING
TO THE ASSIGNING LENDER RELATING TO THE LOANS AND PARTICIPATIONS SO ASSIGNED
SHALL BE PAID IN FULL BY THE ASSIGNEE LENDER TO SUCH ASSIGNING LENDER
CONCURRENTLY WITH SUCH ASSIGNMENT AND ASSUMPTION AND (C) UPON SUCH PAYMENT AND,
IF SO REQUESTED BY THE ASSIGNEE LENDER, DELIVERY TO THE ASSIGNEE LENDER OF THE
APPROPRIATE NOTE OR NOTES EXECUTED BY THE BORROWER, THE ASSIGNEE LENDER SHALL
BECOME A LENDER HEREUNDER AND THE ASSIGNING LENDER SHALL CEASE TO CONSTITUTE A
LENDER HEREUNDER WITH RESPECT TO SUCH ASSIGNED LOANS, COMMITMENTS AND
PARTICIPATIONS, EXCEPT WITH RESPECT TO INDEMNIFICATION PROVISIONS UNDER THIS
AGREEMENT, WHICH SHALL SURVIVE AS TO SUCH ASSIGNING LENDER.
(C)
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED ABOVE, ANY
LENDER THAT ACTS AS AN L/C ISSUER MAY NOT BE REPLACED HEREUNDER AT ANY TIME THAT
IT HAS ANY LETTER OF CREDIT OUTSTANDING HEREUNDER UNLESS ARRANGEMENTS REASONABLY
SATISFACTORY TO SUCH L/C ISSUER (INCLUDING THE FURNISHING OF A BACK-UP STANDBY
LETTER OF CREDIT IN FORM AND SUBSTANCE, AND ISSUED BY