IN CONNECTION WITH THE REPAYMENT OF SUCH AMOUNTS BY THE CANADIAN LENDER).
SECTION 2.16.
Mitigation Obligations; Replacement of Lenders.
(A)
DESIGNATION OF A DIFFERENT LENDING OFFICE.
IF ANY LENDER REQUESTS
COMPENSATION UNDER SECTION 2.12, OR REQUIRES BORROWERS TO PAY ANY ADDITIONAL
AMOUNT TO ANY LENDER OR ANY GOVERNMENTAL AUTHORITY FOR THE ACCOUNT OF ANY LENDER
PURSUANT TO SECTION 2.15, THEN SUCH LENDER SHALL USE REASONABLE EFFORTS TO
DESIGNATE A DIFFERENT LENDING OFFICE FOR FUNDING OR BOOKING ITS LOANS HEREUNDER
OR TO ASSIGN ITS RIGHTS AND OBLIGATIONS HEREUNDER TO ANOTHER OF ITS OFFICES,
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BRANCHES OR AFFILIATES, IF, IN THE JUDGMENT OF SUCH LENDER, SUCH DESIGNATION OR
ASSIGNMENT (I) WOULD ELIMINATE OR REDUCE AMOUNTS PAYABLE PURSUANT TO SECTION
2.12 OR SECTION 2.15, AS THE CASE MAY BE, IN THE FUTURE AND (II) WOULD NOT
SUBJECT SUCH LENDER TO ANY UNREIMBURSED COST OR EXPENSE AND WOULD NOT OTHERWISE
BE DISADVANTAGEOUS TO SUCH LENDER.
BORROWER HEREBY AGREES TO PAY ALL REASONABLE
COSTS AND EXPENSES INCURRED BY ANY LENDER IN CONNECTION WITH ANY SUCH
DESIGNATION OR ASSIGNMENT.
A CERTIFICATE SETTING FORTH SUCH COSTS AND EXPENSES
SUBMITTED BY SUCH LENDER TO BORROWER SHALL BE CONCLUSIVE ABSENT MANIFEST ERROR.
(B)
REPLACEMENT OF LENDERS.
IF ANY LENDER REQUESTS COMPENSATION UNDER
SECTION 2.12, OR IF BORROWERS ARE REQUIRED TO PAY ANY ADDITIONAL AMOUNT TO ANY
LENDER OR ANY GOVERNMENTAL AUTHORITY FOR THE ACCOUNT OF ANY LENDER PURSUANT TO
SECTION 2.15, OR IF ANY LENDER DEFAULTS IN ITS OBLIGATION TO FUND LOANS
HEREUNDER, OR IF BORROWERS EXERCISES THEIR REPLACEMENT RIGHTS UNDER SECTION
11.02(D), THEN BORROWERS MAY, AT THEIR SOLE EXPENSE AND EFFORT, UPON NOTICE TO
SUCH LENDER AND THE ADMINISTRATIVE AGENTS, REQUIRE SUCH LENDER TO ASSIGN AND
DELEGATE, WITHOUT RECOURSE (IN ACCORDANCE WITH AND SUBJECT TO THE RESTRICTIONS
CONTAINED IN, AND CONSENTS REQUIRED BY, SECTION 11.04), ALL OF ITS INTERESTS,
RIGHTS AND OBLIGATIONS UNDER THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS TO AN
ELIGIBLE ASSIGNEE THAT SHALL ASSUME SUCH OBLIGATIONS (WHICH ASSIGNEE MAY BE
ANOTHER LENDER, IF A LENDER ACCEPTS SUCH ASSIGNMENT); PROVIDED THAT:
(I)
BORROWERS SHALL HAVE PAID TO THE APPLICABLE ADMINISTRATIVE AGENT
THE PROCESSING AND RECORDATION FEE SPECIFIED IN SECTION 11.04(B);
(II)
SUCH LENDER SHALL HAVE RECEIVED PAYMENT OF AN AMOUNT EQUAL TO THE
OUTSTANDING PRINCIPAL OF ITS LOANS AND PARTICIPATIONS IN LC DISBURSEMENTS AND
SWINGLINE LOANS, ACCRUED INTEREST THEREON, ACCRUED FEES AND ALL OTHER AMOUNTS
PAYABLE TO IT HEREUNDER AND UNDER THE OTHER LOAN DOCUMENTS (INCLUDING ANY
AMOUNTS UNDER SECTION 2.13), FROM THE ASSIGNEE (TO THE EXTENT OF SUCH
OUTSTANDING PRINCIPAL AND ACCRUED INTEREST AND FEES) OR BORROWERS(IN THE CASE OF
ALL OTHER AMOUNTS);
(III)
IN THE CASE OF ANY SUCH ASSIGNMENT RESULTING FROM A CLAIM FOR
COMPENSATION UNDER SECTION 2.12 OR PAYMENTS REQUIRED TO BE MADE PURSUANT TO
SECTION 2.15, SUCH ASSIGNMENT WILL RESULT IN A REDUCTION IN SUCH COMPENSATION OR
PAYMENTS THEREAFTER; AND
(IV)
SUCH ASSIGNMENT DOES NOT CONFLICT WITH APPLICABLE REQUIREMENTS OF
LAW.
A Lender shall not be required to make any such assignment or delegation if,
prior thereto, as a result