THE FORCE OF LAW AND WHETHER OR NOT FAILURE TO
COMPLY THEREWITH WOULD BE UNLAWFUL), THEN, AND IN ANY SUCH EVENT, THAT LENDER
SHALL PROMPTLY GIVE NOTICE (BY TELEPHONE CONFIRMED IN WRITING) TO BORROWER AND
AGENT OF THAT DETERMINATION.
SUBJECT TO PRIOR WITHDRAWAL OF A NOTICE OF
BORROWING OR PREPAYMENT OF LIBOR LOANS AS CONTEMPLATED BY SUBSECTION 2.13, THE
OBLIGATION OF SUCH LENDER TO MAKE OR MAINTAIN ITS LIBOR LOANS DURING ANY SUCH
PERIOD SHALL BE TERMINATED AT THE EARLIER OF THE TERMINATION OF THE INTEREST
PERIOD THEN IN EFFECT OR WHEN REQUIRED BY LAW AND BORROWER SHALL NO LATER THAN
THE TERMINATION OF THE INTEREST PERIOD IN EFFECT AT THE TIME ANY SUCH
DETERMINATION PURSUANT TO THIS SUBSECTION 2.11 IS MADE OR, EARLIER WHEN
22
REQUIRED BY LAW, REPAY OR PREPAY LIBOR LOANS TOGETHER WITH ALL INTEREST ACCRUED
THEREON OR CONVERT LIBOR LOANS TO INDEX RATE LOANS.
2.12
OPTIONAL PREPAYMENT/REPLACEMENT OF LENDERS.
WITHIN FIFTEEN (15) DAYS AFTER RECEIPT BY BORROWER OF: (I) WRITTEN NOTICE AND
DEMAND FROM ANY LENDER FOR PAYMENT OF ADDITIONAL COSTS AS PROVIDED IN
SUBSECTION 2.9 OR SUBSECTION 2.10, OR (II) WRITTEN NOTICE OF ANY LENDER'S
INABILITY TO MAKE LIBOR LOANS AS PROVIDED IN SUBSECTION 2.11, (ANY SUCH LENDER
DEMANDING SUCH PAYMENT OR HAVING SUCH INABILITY BEING REFERRED TO HEREIN AS AN
"AFFECTED LENDER"), BORROWER MAY, AT ITS OPTION NOTIFY AGENT AND SUCH AFFECTED
LENDER OF ITS INTENTION TO TAKE ONE OF THE ACTIONS SET FORTH HEREIN IN
SUBPARAGRAPHS (A) OR (B) BELOW.
(A)
REPLACEMENT OF AN AFFECTED LENDER.
BORROWER
MAY OBTAIN, AT BORROWER'S EXPENSE, A REPLACEMENT LENDER ("REPLACEMENT LENDER")
FOR AN AFFECTED LENDER, WHICH REPLACEMENT LENDER SHALL BE REASONABLY
SATISFACTORY TO AGENT.
IN THE EVENT BORROWER OBTAINS A REPLACEMENT LENDER THAT
WILL PURCHASE ALL OUTSTANDING OBLIGATIONS OWED TO SUCH AFFECTED LENDER AND
ASSUME ITS COMMITMENTS HEREUNDER WITHIN NINETY (90) DAYS FOLLOWING NOTICE OF
BORROWER'S INTENTION TO DO SO, THE AFFECTED LENDER SHALL SELL AND ASSIGN ITS
LOANS AND COMMITMENTS TO SUCH REPLACEMENT LENDER IN ACCORDANCE WITH THE
PROVISIONS OF SUBSECTION 9.5; PROVIDED, HOWEVER, BORROWER HAS (I) REIMBURSED
SUCH AFFECTED LENDER FOR ANY ADMINISTRATIVE FEE PAYABLE BY SUCH AFFECTED LENDER
TO AGENT PURSUANT TO SUBSECTION 9.5 AND, (II) IN ANY CASE WHERE SUCH REPLACEMENT
OCCURS AS THE RESULT OF A DEMAND FOR PAYMENT OF CERTAIN COSTS PURSUANT TO
SUBSECTION 2.9 OR SUBSECTION 2.10, PAID ALL INCREASED COSTS FOR WHICH SUCH
AFFECTED LENDER IS ENTITLED TO UNDER SUBSECTION 2.9 OR SUBSECTION 2.10 THROUGH
THE DATE OF SUCH SALE AND ASSIGNMENT; OR
(B)
PREPAYMENT OF AN AFFECTED LENDER.
BORROWER
MAY PREPAY IN FULL ALL OUTSTANDING OBLIGATIONS OWED TO AN AFFECTED LENDER AND
TERMINATE SUCH AFFECTED LENDER'S COMMITMENTS.
BORROWER SHALL, WITHIN NINETY
(90) DAYS FOLLOWING NOTICE OF ITS INTENTION TO DO SO, PREPAY IN FULL ALL
OUTSTANDING OBLIGATIONS OWED TO SUCH AFFECTED LENDER, INCLUDING SUCH AFFECTED
LENDER'S INCREASED COSTS FOR WHICH IT IS ENTITLED TO REIMBURSEMENT UNDER THIS
AGREEMENT THROUGH THE DATE OF SUCH PREPAYMENT, AND TERMINATE SUCH AFFECTED
LENDER'S COMMITMENTS.
2.13
COMPENSATION.
BORROWER SHALL PROMPTLY COMPENSATE
AGENT