OF SUCH LENDER, SUCH DESIGNATION OR ASSIGNMENT (I) WOULD ELIMINATE OR REDUCE
AMOUNTS PAYABLE PURSUANT TO SECTION 2.15 OR 2.17, 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
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DISADVANTAGEOUS TO SUCH LENDER.
EACH BORROWER HEREBY AGREES TO PAY ALL
REASONABLE COSTS AND EXPENSES INCURRED BY ANY LENDER IN CONNECTION WITH ANY SUCH
DESIGNATION OR ASSIGNMENT.
(B)
IF ANY LENDER REQUESTS COMPENSATION UNDER SECTION 2.15, OR IF ANY BORROWER
IS REQUIRED TO PAY ANY ADDITIONAL AMOUNT TO ANY LENDER OR ANY GOVERNMENTAL
AUTHORITY FOR THE ACCOUNT OF ANY LENDER PURSUANT TO SECTION 2.17, OR IF ANY
LENDER DEFAULTS IN ITS OBLIGATION TO FUND LOANS HEREUNDER, THEN THE APPLICABLE
BORROWER MAY, AT ITS SOLE EXPENSE AND EFFORT, UPON NOTICE TO SUCH LENDER AND THE
ADMINISTRATIVE AGENT, REQUIRE SUCH LENDER TO ASSIGN AND DELEGATE, WITHOUT
RECOURSE (IN ACCORDANCE WITH AND SUBJECT TO THE RESTRICTIONS CONTAINED IN
SECTION 9.04), 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 APPLICABLE
BORROWER SHALL HAVE RECEIVED THE PRIOR WRITTEN CONSENT OF THE ADMINISTRATIVE
AGENT AND THE ISSUING BANK, WHICH CONSENT SHALL NOT UNREASONABLY BE WITHHELD,
(II) SUCH LENDER SHALL HAVE RECEIVED PAYMENT OF AN AMOUNT EQUAL TO THE
OUTSTANDING PRINCIPAL AMOUNT OF ITS LOANS, AMOUNTS OWING IN RESPECT OF B/A
DRAWINGS AND PARTICIPATIONS IN L/C DISBURSEMENTS AND SWINGLINE LOANS, ACCRUED
INTEREST THEREON, ACCRUED FEES AND ALL OTHER AMOUNTS PAYABLE TO IT UNDER ANY
LOAN DOCUMENT, FROM THE ASSIGNEE (TO THE EXTENT OF SUCH OUTSTANDING PRINCIPAL,
AMOUNTS OWING IN RESPECT OF B/A DRAWINGS AND ACCRUED INTEREST AND FEES) OR THE
APPLICABLE BORROWER (IN THE CASE OF ALL OTHER AMOUNTS) AND (III) IN THE CASE OF
ANY SUCH ASSIGNMENT RESULTING FROM A CLAIM FOR COMPENSATION UNDER SECTION 2.15
OR PAYMENTS REQUIRED TO BE MADE PURSUANT TO SECTION 2.17, SUCH ASSIGNMENT WILL
RESULT IN A REDUCTION IN SUCH COMPENSATION OR PAYMENTS.
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
APPLICABLE BORROWER TO REQUIRE SUCH ASSIGNMENT AND DELEGATION CEASE TO APPLY.
SECTION 2.20.
RETURNED PAYMENTS.
IF AFTER RECEIPT OF ANY PAYMENT WHICH IS
APPLIED TO THE PAYMENT OF ALL OR ANY PART OF THE OBLIGATIONS, THE ADMINISTRATIVE
AGENT OR ANY LENDER IS FOR ANY REASON COMPELLED TO SURRENDER SUCH PAYMENT OR
PROCEEDS TO ANY PERSON BECAUSE SUCH PAYMENT OR APPLICATION OF PROCEEDS IS
INVALIDATED, DECLARED FRAUDULENT, SET ASIDE, DETERMINED TO BE VOID OR VOIDABLE
AS A PREFERENCE, IMPERMISSIBLE SETOFF, OR A DIVERSION OF TRUST FUNDS, OR FOR ANY
OTHER REASON, THEN THE OBLIGATIONS OR PART THEREOF INTENDED TO BE SATISFIED
SHALL BE REVIVED AND CONTINUED AND THIS AGREEMENT SHALL CONTINUE IN FULL FORCE
AS IF SUCH PAYMENT OR PROCEEDS HAD NOT BEEN RECEIVED BY