RECOURSE (IN ACCORDANCE WITH AND SUBJECT TO THE
RESTRICTIONS CONTAINED IN SECTION 7.04), ALL ITS INTERESTS, RIGHTS AND
OBLIGATIONS UNDER THIS AGREEMENT TO AN ASSIGNEE THAT SHALL ASSUME SUCH
OBLIGATIONS (WHICH ASSIGNEE MAY BE ANOTHER LENDER, IF A LENDER ACCEPTS SUCH
ASSIGNMENT); PROVIDED THAT (I) THE BORROWER SHALL HAVE RECEIVED THE PRIOR
WRITTEN CONSENT OF THE ADMINISTRATIVE AGENT, WHICH CONSENT SHALL NOT
UNREASONABLY BE WITHHELD OR DELAYED, (II) SUCH LENDER SHALL HAVE RECEIVED
PAYMENT OF AN AMOUNT EQUAL TO THE OUTSTANDING PRINCIPAL OF ITS LOANS, ACCRUED
INTEREST THEREON, ACCRUED FEES AND ALL OTHER AMOUNTS PAYABLE TO IT HEREUNDER,
FROM THE ASSIGNEE (TO THE EXTENT OF SUCH OUTSTANDING PRINCIPAL AND ACCRUED
INTEREST AND FEES) OR THE BORROWER (IN THE CASE OF ALL OTHER AMOUNTS) AND
(III) IN THE CASE OF ANY SUCH ASSIGNMENT RESULTING FROM A CLAIM FOR COMPENSATION
UNDER, OR PAYMENTS PURSUANT TO, SECTION 2.12 OR 2.13 OR FROM ILLEGALITY UNDER
SECTION 2.17, SUCH ASSIGNMENT WILL RESULT IN A REDUCTION IN SUCH COMPENSATION OR
PAYMENTS OR ELIMINATE THE ILLEGALITY, AS THE CASE MAY BE.
A LENDER SHALL NOT BE
REQUIRED TO MAKE ANY SUCH ASSIGNMENT AND 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 2.16.
BREAK FUNDING PAYMENTS.
IN THE EVENT OF (A) THE PAYMENT OF ANY
PRINCIPAL OF ANY EURODOLLAR LOAN OTHER THAN ON THE LAST DAY OF THE INTEREST
PERIOD APPLICABLE THERETO (INCLUDING AS A RESULT OF AN EVENT OF DEFAULT), (B)
THE CONVERSION OF ANY EURODOLLAR LOAN OTHER THAN ON THE LAST DAY OF THE INTEREST
PERIOD APPLICABLE THERETO, (C) THE FAILURE TO BORROW, CONVERT, CONTINUE OR
PREPAY ANY LOAN ON THE DATE SPECIFIED IN ANY NOTICE DELIVERED PURSUANT HERETO
(REGARDLESS OF WHETHER SUCH NOTICE IS PERMITTED TO BE REVOCABLE UNDER
SECTION 2.08(B) AND IS REVOKED IN ACCORDANCE HEREWITH), OR (D) THE ASSIGNMENT OF
ANY EURODOLLAR LOAN OTHER THAN ON THE LAST DAY OF THE INTEREST PERIOD APPLICABLE
THERETO AS A RESULT OF A REQUEST BY THE BORROWER PURSUANT TO SECTION 2.15, THEN,
IN ANY SUCH EVENT, THE BORROWER SHALL COMPENSATE EACH LENDER FOR THE LOSS, COST
AND EXPENSE ATTRIBUTABLE TO SUCH EVENT.
IN THE CASE OF A EURODOLLAR LOAN, THE
LOSS TO ANY LENDER ATTRIBUTABLE TO ANY SUCH EVENT SHALL BE DEEMED TO INCLUDE AN
AMOUNT REASONABLY DETERMINED BY SUCH LENDER TO BE EQUAL TO THE EXCESS, IF ANY,
OF (I) THE AMOUNT OF INTEREST THAT SUCH LENDER WOULD PAY FOR A DEPOSIT EQUAL TO
THE PRINCIPAL AMOUNT OF SUCH LOAN FOR THE PERIOD FROM THE DATE OF SUCH PAYMENT,
CONVERSION, FAILURE OR ASSIGNMENT TO THE LAST DAY OF THE THEN CURRENT INTEREST
PERIOD FOR SUCH LOAN (OR, IN THE CASE OF A FAILURE TO BORROW, CONVERT OR
CONTINUE, THE DURATION OF
13
THE INTEREST PERIOD THAT WOULD HAVE RESULTED FROM SUCH BORROWING, CONVERSION OR
CONTINUATION) IF THE INTEREST RATE PAYABLE ON SUCH DEPOSIT WERE EQUAL TO THE
EURODOLLAR RATE FOR SUCH INTEREST