AFFECTED LENDER'S RIGHTS AND OBLIGATIONS UNDER THIS AGREEMENT AND THE
OTHER LOAN DOCUMENTS (INCLUDING, WITHOUT LIMITATION, ITS REVOLVING LOAN
COMMITMENT, TERM LOAN COMMITMENT ALL LOANS OWING TO IT, ALL OF ITS PARTICIPATION
INTERESTS IN EXISTING LETTERS OF CREDIT, AND ITS OBLIGATION TO PARTICIPATE IN
ADDITIONAL LETTERS OF CREDIT HEREUNDER) IN ACCORDANCE WITH SECTION 13.3.
THE
ADMINISTRATIVE 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 THE COMMITMENTS FROM ONE OR MORE FINANCIAL
INSTITUTIONS TO ACT AS A REPLACEMENT LENDER.
THE ADMINISTRATIVE AGENT IS
AUTHORIZED TO EXECUTE ONE OR MORE OF SUCH ASSIGNMENT AGREEMENTS AS
ATTORNEY-IN-FACT FOR ANY AFFECTED LENDER FAILING TO EXECUTE AND DELIVER THE SAME
WITHIN FIFTEEN (15) BUSINESS DAYS AFTER THE DATE OF SUCH DEMAND.
FURTHER, WITH
RESPECT TO SUCH ASSIGNMENT THE AFFECTED LENDER SHALL HAVE CONCURRENTLY RECEIVED,
IN CASH, ALL AMOUNTS 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(E), 4.1, AND 4.2 WITH RESPECT TO SUCH AFFECTED LENDER AND
COMPENSATION PAYABLE UNDER SECTION 2.14(C) IN THE EVENT OF ANY REPLACEMENT OF
ANY AFFECTED LENDER UNDER CLAUSE (II) OR CLAUSE (III) OF THIS SECTION 2.19;
PROVIDED THAT UPON SUCH AFFECTED LENDER'S REPLACEMENT, SUCH AFFECTED LENDER
SHALL CEASE TO BE A PARTY HERETO BUT SHALL CONTINUE TO BE ENTITLED TO THE
BENEFITS OF SECTIONS 2.14(E), 4.1, 4.2, 4.4, AND 10.7, AS WELL AS TO ANY FEES
ACCRUED FOR ITS ACCOUNT HEREUNDER AND NOT YET PAID, AND SHALL CONTINUE TO BE
OBLIGATED UNDER SECTION 11.8 FOR SUCH AMOUNTS, OBLIGATIONS AND LIABILITIES AS
ARE DUE AND PAYABLE UP TO AND INCLUDING (BUT NOT AFTER) THE DATE SUCH AFFECTED
LENDER IS REPLACED PURSUANT HERETO.
UPON THE REPLACEMENT OF ANY AFFECTED LENDER
PURSUANT TO THIS SECTION 2.19, THE PROVISIONS OF SECTION 9.2 SHALL CONTINUE TO
APPLY WITH RESPECT TO LOANS WHICH ARE THEN OUTSTANDING WITH RESPECT TO WHICH THE
AFFECTED LENDER FAILED TO FUND ITS PRO RATA SHARE AND WHICH FAILURE HAS NOT BEEN
CURED.
2.20
JUDGMENT CURRENCY.
IF, FOR THE PURPOSES OF
OBTAINING JUDGMENT IN ANY COURT, IT IS NECESSARY TO CONVERT A SUM DUE FROM THE
BORROWER HEREUNDER IN THE CURRENCY EXPRESSED TO BE PAYABLE HEREIN (THE
"SPECIFIED CURRENCY") INTO ANOTHER CURRENCY, THE PARTIES HERETO AGREE, TO THE
FULLEST EXTENT THAT THEY MAY EFFECTIVELY DO SO, THAT THE RATE OF EXCHANGE USED
SHALL BE THAT AT WHICH IN ACCORDANCE WITH NORMAL BANKING PROCEDURES THE
ADMINISTRATIVE AGENT COULD PURCHASE THE SPECIFIED CURRENCY WITH SUCH OTHER
CURRENCY AT THE ADMINISTRATIVE AGENT'S MAIN OFFICE IN CHICAGO, ILLINOIS ON THE
BUSINESS DAY PRECEDING THAT ON WHICH THE FINAL, NON-APPEALABLE JUDGMENT IS
GIVEN.
THE OBLIGATIONS OF THE BORROWER IN RESPECT OF ANY SUM DUE TO ANY
37
LENDER OR THE ADMINISTRATIVE AGENT HEREUNDER SHALL, NOTWITHSTANDING ANY JUDGMENT
IN