TO
DESIGNATE A DIFFERENT LENDING OFFICE IF THE MAKING OF SUCH A CHANGE WOULD AVOID
THE NEED FOR, OR MATERIALLY REDUCE THE AMOUNT OF, ANY SUCH ADDITIONAL AMOUNTS
THAT MAY THEREAFTER ACCRUE AND WOULD NOT, IN THE SOLE DISCRETION OF SUCH LENDER,
BE MATERIALLY DISADVANTAGEOUS TO SUCH LENDER.
SECTION 2.29
REPLACEMENT OF CERTAIN LENDERS.
IF ANY LENDER SHALL BE BECOME AND
REMAIN A DEFAULTING LENDER OR SHALL AVAIL ITSELF OF THE BENEFITS OF
SECTION 2.22, 2.23, 2.24, 2.25, OR 2.28, THEN THE BORROWER MAY, AT ITS SOLE
EXPENSE AND EFFORT, UPON NOT LESS THAN FIVE BUSINESS DAYS' NOTICE TO THE
APPLICABLE LENDER AND THE AGENT, REQUIRE SUCH LENDER (THE "REPLACED LENDER") TO
ASSIGN AND DELEGATE, WITHOUT RECOURSE (PURSUANT TO AN ASSIGNMENT AGREEMENT
SUBSTANTIALLY IN THE FORM OF EXHIBIT G HERETO AND IN ACCORDANCE WITH AND SUBJECT
TO THE RESTRICTIONS CONTAINED IN, AND CONSENTS REQUIRED BY, SECTION 10.6), ALL
OF ITS INTERESTS, RIGHTS AND OBLIGATIONS UNDER THIS AGREEMENT AND THE OTHER LOAN
DOCUMENTS TO A REPLACEMENT LENDER THAT QUALIFIES AS A "TRANSFEREE" UNDER
SECTION 10.6(C) (A "REPLACEMENT LENDER") THAT SHALL ASSUME SUCH OBLIGATIONS
(WHICH ASSIGNEE MAY BE ANOTHER LENDER, IF SUCH OTHER LENDER ACCEPTS SUCH
ASSIGNMENT AND DELEGATION), PROVIDED THAT: (A) THE BORROWER SHALL HAVE PAID TO
THE AGENT ANY FEE SPECIFIED IN SECTION 10.6 (C) AND SHALL HAVE PAID THE REPLACED
LENDER ANY AMOUNTS PAYABLE UNDER SECTION 2.26; (B) THE REPLACED LENDER SHALL
HAVE RECEIVED PAYMENT OF AN AMOUNT EQUAL TO THE
40
OUTSTANDING PRINCIPAL OF ITS LOANS, ACCRUED INTEREST THEREON, ACCRUED FEES AND
ALL OTHER AMOUNTS PAYABLE TO IT HEREUNDER AND UNDER THE OTHER LOAN DOCUMENTS
FROM THE REPLACEMENT LENDER OR THE BORROWER; (C) IN THE CASE OF ANY SUCH
ASSIGNMENT RESULTING FROM A CLAIM FOR COMPENSATION OR PAYMENTS REQUIRED TO BE
MADE, SUCH ASSIGNMENT WILL RESULT IN A REDUCTION IN SUCH COMPENSATION OR
PAYMENTS THEREAFTER; AND, IN A CASE TO WHICH SECTION 2.22 OR 2.24 APPLIES, SUCH
ASSIGNMENT WILL REMOVE THE APPLICABLE IMPEDIMENT WITH RESPECT TO LIBOR ADVANCES;
(D) THE INTERESTS, RIGHTS, DUTIES AND OBLIGATIONS OF ALL LENDERS SIMILARLY
SITUATED ARE SIMILARLY ASSIGNED TO REPLACEMENT LENDERS; AND (E) NO SUCH
ASSIGNMENT CONFLICTS WITH ANY REQUIREMENT OF LAW. NOTWITHSTANDING THE FOREGOING,
A LENDER SHALL NOT BE REQUIRED TO MAKE ANY SUCH ASSIGNMENT OR DELEGATION IF,
PRIOR THERETO, AS A RESULT OF A WAIVER BY SUCH LENDER OR OTHERWISE, THE
CIRCUMSTANCES ENTITLING THE BORROWER TO REQUIRE SUCH ASSIGNMENT AND DELEGATION
CEASE TO APPLY.
SECTION 2.30
OBLIGATIONS OF LENDERS SEVERAL.
THE OBLIGATIONS OF THE LENDERS
HEREUNDER TO MAKE LOANS AND TO MAKE PAYMENTS PURSUANT TO SECTION 9.9 ARE SEVERAL
AND NOT JOINT. THE FAILURE OF ANY LENDER TO MAKE ANY LOAN OR TO MAKE ANY PAYMENT
UNDER SECTION 9.9 ON ANY DATE REQUIRED HEREUNDER SHALL NOT RELIEVE ANY OTHER
LENDER OF ITS CORRESPONDING OBLIGATION TO DO SO ON SUCH DATE, AND NO LENDER
SHALL BE RESPONSIBLE FOR THE FAILURE OF ANY OTHER LENDER TO SO MAKE ITS LOAN OR
TO MAKE ITS PAYMENT UNDER SECTION 9.9.
ARTICLE III
CONDITIONS PRECEDENT