(INCLUDING ANY AMOUNTS UNDER SECTION 3.05);
46
(III)
THE BORROWERS SHALL HAVE PAID TO THE ADMINISTRATIVE AGENT FOR THE
ACCOUNT OF EACH REPLACED LENDER AN AMOUNT EQUAL TO ALL OBLIGATIONS OWING TO SUCH
REPLACED LENDERS BY THE BORROWERS PURSUANT TO THIS AGREEMENT AND THE OTHER TERM
LOAN DOCUMENTS (OTHER THAN THOSE OBLIGATIONS OF THE BORROWERS REFERRED TO IN
CLAUSE (I) ABOVE);
(IV)
IN THE CASE OF ANY SUCH ASSIGNMENT RESULTING FROM A CLAIM FOR
COMPENSATION UNDER SECTION 3.04 OR PAYMENTS REQUIRED TO BE MADE PURSUANT TO
SECTION 3.01, SUCH ASSIGNMENT WILL RESULT IN A REDUCTION IN SUCH COMPENSATION OR
PAYMENTS THEREAFTER; AND
(V)
SUCH ASSIGNMENT DOES NOT CONFLICT WITH APPLICABLE LAW.
A Lender shall not be required to make any such assignment if, prior thereto, as
a result of a waiver by such Lender or otherwise, the circumstances entitling
the Borrowers to require such assignment cease to apply.
SECTION 2.10
FEES.
THE BORROWERS, JOINTLY AND SEVERALLY, HEREBY AGREE TO PAY
TO EACH OF THE AGENTS, FOR THEIR OWN RESPECTIVE ACCOUNTS, FEES IN THE AMOUNTS
AND AT THE TIMES SPECIFIED IN THE FEE LETTER.
SUCH FEES SHALL BE FULLY EARNED
WHEN PAID AND SHALL NOT BE REFUNDABLE FOR ANY REASON WHATSOEVER.
THE BORROWERS,
JOINTLY AND SEVERALLY, HEREBY AGREE TO PAY TO THE LENDERS SUCH FEES AS SHALL
HAVE BEEN SEPARATELY AGREED UPON IN WRITING IN THE AMOUNTS AND AT THE TIMES SO
SPECIFIED.
SUCH FEES SHALL BE FULLY EARNED WHEN PAID AND SHALL NOT BE
REFUNDABLE FOR ANY REASON WHATSOEVER.
SECTION 2.11
PRO-RATA TREATMENT.
EXCEPT TO THE EXTENT OTHERWISE PROVIDED
HEREIN, EACH LOAN, EACH PAYMENT OR PREPAYMENT OF PRINCIPAL OF OR INTEREST ON ANY
LOAN, EACH PAYMENT OF FEES AND EACH CONVERSION OR CONTINUATION OF ANY LOAN,
SHALL BE ALLOCATED PRO-RATA AMONG THE RELEVANT LENDERS IN ACCORDANCE WITH THEIR
RESPECTIVE COMMITMENT PERCENTAGES (OR, IF THE COMMITMENTS HAVE EXPIRED OR BEEN
TERMINATED, IN ACCORDANCE WITH THE RESPECTIVE PRINCIPAL AMOUNTS OF THE
OUTSTANDING LOANS); PROVIDED THAT, IN THE EVENT ANY AMOUNT PAID TO ANY LENDER
PURSUANT TO THIS SECTION 2.11 IS RESCINDED OR MUST OTHERWISE BE RETURNED BY THE
ADMINISTRATIVE AGENT, EACH LENDER SHALL, UPON THE REQUEST OF THE ADMINISTRATIVE
AGENT, REPAY TO THE ADMINISTRATIVE AGENT THE AMOUNT SO PAID TO SUCH LENDER, WITH
INTEREST FOR THE PERIOD COMMENCING ON THE DATE SUCH PAYMENT IS RETURNED BY THE
ADMINISTRATIVE AGENT UNTIL THE DATE THE ADMINISTRATIVE AGENT RECEIVES SUCH
REPAYMENT AT A RATE PER ANNUM EQUAL TO, DURING THE PERIOD TO BUT EXCLUDING THE
DATE TWO BUSINESS DAYS AFTER SUCH REQUEST, THE FEDERAL FUNDS RATE, AND
THEREAFTER, THE BASE RATE PLUS 2.00% PER ANNUM.
SECTION 2.12
SHARING OF PAYMENTS.
THE LENDERS AGREE AMONG THEMSELVES THAT,
EXCEPT TO THE EXTENT OTHERWISE PROVIDED HEREIN, IF ANY LENDER SHALL OBTAIN
PAYMENT IN RESPECT OF ANY LOAN OR ANY OTHER OBLIGATION OWING TO SUCH LENDER
UNDER THIS AGREEMENT THROUGH THE EXERCISE OF A RIGHT OF SETOFF, BANKER'S LIEN OR
COUNTERCLAIM, OR PURSUANT TO A SECURED CLAIM UNDER SECTION 506 OF THE BANKRUPTCY
CODE OR OTHER SECURITY OR