HAVE THE RIGHT TO APPOINT A
SUCCESSOR AGENT.
IF NO SUCCESSOR AGENT SHALL HAVE BEEN SO APPOINTED BY THE
REQUIRED BANKS AND SHALL HAVE ACCEPTED SUCH APPOINTMENT WITHIN 30 CALENDAR DAYS
AFTER THE RETIRING AGENT'S GIVING OF NOTICE OF RESIGNATION OR THE REQUIRED
BANKS' REMOVAL OF THE RETIRING AGENT, AS APPLICABLE, THEN THE RETIRING AGENT
MAY, ON BEHALF OF BANKS (WITHOUT HAVING TO OBTAIN THE CONSENT OF ANY BORROWER)
APPOINT A SUCCESSOR AGENT, WHICH SHALL BE A COMMERCIAL BANK ORGANIZED UNDER THE
LAWS OF THE UNITED STATES OF AMERICA OR OF ANY STATE THEREOF HAVING A COMBINED
CAPITAL AND SURPLUS OF AT LEAST $500 MILLION.
IN ANY CASE WHERE A SUCCESSOR
AGENT IS BEING SELECTED, THE PARTIES AGREE TO ATTEMPT TO SELECT SUCH SUCCESSOR
FROM ONE OF THE BANKS.
UPON THE ACCEPTANCE OF ANY APPOINTMENT AS THE AGENT
HEREUNDER BY A SUCCESSOR AGENT, SUCH SUCCESSOR AGENT SHALL THEREUPON SUCCEED TO
AND BECOME VESTED WITH ALL RIGHTS, POWERS, PRIVILEGES AND DUTIES OF THE RETIRING
OR REMOVED AGENT AND THE RETIRING OR REMOVED AGENT SHALL BE DISCHARGED FROM ITS
DUTIES AND OBLIGATIONS UNDER THE LOAN DOCUMENTS.
AFTER ANY RETIRING AGENT'S
RESIGNATION OR REMOVAL HEREUNDER AS AGENT, THE PROVISIONS OF THIS ARTICLE 8
SHALL INURE TO ITS BENEFIT AS TO ANY ACTIONS TAKEN OR OMITTED TO BE TAKEN BY IT
WHILE IT WAS THE AGENT UNDER THE LOAN DOCUMENTS.
43
ARTICLE 9
CHANGED CIRCUMSTANCES
SECTION 9.1
INTENTIONALLY OMITTED.
SECTION 9.2
ILLEGALITY.
NOTWITHSTANDING ANY OTHER PROVISION HEREIN, IF
AT ANY TIME A BANK DETERMINES (WHICH DETERMINATION SHALL BE REASONABLY EXERCISED
AND IF SO REASONABLY EXERCISED, SHALL BE CONCLUSIVE AND BINDING UPON THE
PARTIES, ABSENT MANIFEST ERROR) THAT MAINTAINING LIBOR LOANS HEREUNDER HAS
BECOME UNLAWFUL PURSUANT TO APPLICABLE LAW, OR ANY INTERPRETATION, APPLICATION
OR ADMINISTRATION THEREOF (WHETHER OR NOT HAVING THE FORCE OF LAW), THEN SUCH
BANK (AN "AFFECTED BANK") SHALL SO PROMPTLY NOTIFY THE AGENT, THE OTHER BANKS
AND EACH BORROWER.
UPON GIVING SUCH NOTICE EACH BORROWER SHALL, UPON THE
REQUEST OF ANY BANK, PREPAY ANY LIBOR LOAN THEN OUTSTANDING (WHICH PREPAYMENT,
IF REQUESTED BY SUCH BORROWER, SHALL BE MADE WITH THE PROCEEDS OR EFFECT OF A
BASE RATE LOAN EXTENDED CONTEMPORANEOUSLY BY SUCH BANK), TOGETHER WITH ACCRUED
INTEREST THEREON, AND LOSS AND EXPENSES, IF ANY, PROVIDED FOR IN SECTION 2.12.
SECTION 9.3
INCREASED COST AND REDUCED RETURN.
(A)
IF THE ADOPTION OF, OR ANY CHANGE IN, ANY LAW, OR IN THE
INTERPRETATION, APPLICATION OR ADMINISTRATION THEREOF, OR COMPLIANCE BY ANY BANK
(OR ITS LENDING OFFICE) WITH ANY REQUEST OR DIRECTIVE (WHETHER OR NOT HAVING THE
FORCE OF LAW) OF ANY CENTRAL BANK OR OTHER GOVERNMENTAL AUTHORITY:
(I)
SHALL SUBJECT ANY BANK (OR ITS LENDING OFFICE) TO ANY TAX, DUTY
OR OTHER CHARGE OF ANY KIND WHATSOEVER WITH RESPECT TO THIS AGREEMENT OR ANY
NOTE OR ANY LIBOR LOAN MADE BY IT, OR ITS OBLIGATIONS IN RESPECT TO ANY OF THE
FOREGOING, OR SHALL CHANGE THE BASIS OF TAXATION OF PAYMENTS TO SUCH BANK (OR
ITS LENDING OFFICE) IN RESPECT TO ANY AMOUNTS