AGREEMENT, IF THE
INTRODUCTION OF OR ANY CHANGE IN OR IN THE INTERPRETATION OF ANY LAW OR
REGULATION SHALL MAKE IT UNLAWFUL, OR ANY CENTRAL BANK OR OTHER GOVERNMENTAL
AUTHORITY SHALL ASSERT THAT IT IS UNLAWFUL, FOR ANY LENDER OR ITS EURODOLLAR
LENDING OFFICE TO PERFORM ITS OBLIGATIONS HEREUNDER TO MAKE EURODOLLAR RATE
ADVANCES OR TO CONTINUE TO FUND OR MAINTAIN EURODOLLAR RATE ADVANCES HEREUNDER,
THEN, ON NOTICE THEREOF AND DEMAND THEREFOR BY SUCH LENDER TO THE BORROWERS
THROUGH THE ADMINISTRATIVE AGENT, (I) EACH EURODOLLAR RATE ADVANCE WILL
AUTOMATICALLY, UPON SUCH DEMAND, CONVERT INTO A BASE RATE ADVANCE AND (II) THE
OBLIGATION OF THE LENDERS TO MAKE, OR TO CONVERT ADVANCES INTO, EURODOLLAR RATE
ADVANCES 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
EURODOLLAR LENDING OFFICE IF THE MAKING OF SUCH A DESIGNATION WOULD ALLOW SUCH
LENDER OR ITS EURODOLLAR LENDING OFFICE TO CONTINUE TO PERFORM ITS OBLIGATIONS
TO MAKE EURODOLLAR RATE ADVANCES OR TO CONTINUE TO FUND OR MAINTAIN EURODOLLAR
RATE ADVANCES AND WOULD NOT, IN THE JUDGMENT OF SUCH LENDER, BE OTHERWISE
DISADVANTAGEOUS TO SUCH LENDER.
(E)
IN THE EVENT THAT ANY LENDER PARTY DEMANDS PAYMENT OF COSTS OR
ADDITIONAL AMOUNTS PURSUANT TO SECTION 2.10 OR SECTION 2.12 OR ASSERTS, PURSUANT
TO SECTION 2.10(D), THAT IT IS UNLAWFUL FOR SUCH LENDER PARTY TO MAKE EURODOLLAR
RATE ADVANCES OR BECOMES A DEFAULTING LENDER THEN (SUBJECT TO SUCH LENDER
PARTY'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 PARTY AND THE ADMINISTRATIVE AGENT, ELECT TO
CAUSE SUCH LENDER PARTY TO ASSIGN ITS ADVANCES AND 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 PARTY RECEIVES PAYMENT IN FULL IN CASH OF
THE OUTSTANDING PRINCIPAL AMOUNT OF ALL ADVANCES MADE BY IT AND ALL ACCRUED AND
UNPAID INTEREST THEREON AND ALL OTHER AMOUNTS DUE AND PAYABLE TO SUCH LENDER
PARTY AS OF THE DATE OF SUCH ASSIGNMENT (INCLUDING AMOUNTS OWING PURSUANT TO
SECTIONS 2.10, 2.12, 2.15 AND 8.04) AND (C) EACH SUCH LENDER PARTY ASSIGNEE
AGREES TO ACCEPT SUCH ASSIGNMENT AND TO ASSUME ALL OBLIGATIONS OF SUCH LENDER
PARTY ASSIGNOR HEREUNDER IN ACCORDANCE WITH SECTION 8.07.
SECTION 2.11.
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 (except as
otherwise provided in Section 2.15), 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