PAYMENT BY THE BORROWER, THE INTEREST RATE APPLICABLE TO THE
RELEVANT REVOLVING LOAN.
2.19.
REPLACEMENT OF LENDER.
IF (I) THE BORROWER IS REQUIRED PURSUANT TO
SECTION 3.1, 3.2 OR 3.5 TO MAKE ANY ADDITIONAL PAYMENT TO ANY LENDER OR IF ANY
LENDER'S OBLIGATION TO MAKE OR CONTINUE, OR TO CONVERT FLOATING RATE ADVANCES
INTO, EURODOLLAR ADVANCES SHALL BE SUSPENDED PURSUANT TO SECTION 3.3, (II) ANY
LENDER BECOMES INSOLVENT AND ITS ASSETS BECOME SUBJECT TO A RECEIVER,
LIQUIDATOR, TRUSTEE, CUSTODIAN OR OTHER PERSON HAVING SIMILAR POWERS, (III) ANY
LENDER REFUSES TO CONSENT TO CERTAIN PROPOSED CHANGES, WAIVERS, DISCHARGES OR
TERMINATIONS WITH RESPECT TO THIS AGREEMENT REQUIRING THE CONSENT OF ALL LENDERS
(OR ALL AFFECTED LENDERS) PURSUANT TO SECTION 8.2 AND THE SAME HAVE BEEN
APPROVED BY THE REQUIRED LENDERS, OR (IV) ANY LENDER DEFAULTS ON ITS OBLIGATION
TO MAKE AVAILABLE ITS PRO RATA SHARE OF ANY ADVANCE OR TO FUND ITS PRO RATA
SHARE OF ANY UNREIMBURSED PAYMENT AS REQUIRED BY THIS AGREEMENT (OR SUCH LENDER
HAS NOTIFIED THE BORROWER AND THE AGENT IN WRITING THAT IT DOES NOT INTEND TO
COMPLY WITH IS OBLIGATIONS UNDER THIS AGREEMENT) (ANY LENDER IN CLAUSES
(I) THROUGH (IV) ABOVE BEING AN "AFFECTED LENDER"), THE BORROWER MAY ELECT TO
TERMINATE OR REPLACE THE COMMITMENT OF SUCH AFFECTED LENDER, PROVIDED THAT NO
DEFAULT OR UNMATURED DEFAULT SHALL HAVE OCCURRED AND BE CONTINUING AT THE TIME
OF SUCH TERMINATION OR REPLACEMENT UNLESS THE SAME SHALL BE WAIVED IN CONNECTION
WITH SUCH TERMINATION OR REPLACEMENT, AND PROVIDED FURTHER THAT, CONCURRENTLY
WITH SUCH TERMINATION OR REPLACEMENT, (A) IF THE AFFECTED LENDER IS BEING
REPLACED, ANOTHER BANK OR OTHER ENTITY WHICH IS REASONABLY SATISFACTORY TO THE
BORROWER AND THE AGENT SHALL AGREE, AS OF SUCH DATE, TO PURCHASE FOR CASH THE
OUTSTANDING CREDIT EXPOSURE OF SUCH AFFECTED LENDER PURSUANT TO AN ASSIGNMENT
AGREEMENT SUBSTANTIALLY IN THE FORM OF EXHIBIT C AND TO BECOME A LENDER FOR ALL
PURPOSES UNDER THIS AGREEMENT AND TO ASSUME ALL OBLIGATIONS OF SUCH AFFECTED
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LENDER TO BE TERMINATED AS OF SUCH DATE AND TO COMPLY WITH THE REQUIREMENTS OF
SECTION 12.3 APPLICABLE TO ASSIGNMENTS, (B) IN THE CASE OF REPLACEMENT, THE
REPLACEMENT LENDER SHALL PAY TO THE AFFECTED LENDER AN AMOUNT EQUAL TO THE SUM
OF (1) AN AMOUNT EQUAL TO THE PRINCIPAL OF, AND ALL ACCRUED INTEREST ON, ALL
OUTSTANDING CREDIT EXPOSURE OF SUCH AFFECTED LENDER AND (2) AN AMOUNT EQUAL TO
ALL ACCRUED BUT UNPAID FEES OWING TO SUCH AFFECTED LENDER UNDER THIS AGREEMENT,
AND, TO THE EXTENT NOT PAID BY THE PURCHASING LENDER, THE BORROWER SHALL PAY TO
SUCH AFFECTED LENDER IN IMMEDIATELY AVAILABLE FUNDS ON THE DAY OF SUCH
REPLACEMENT (X) ALL INTEREST, FEES AND OTHER AMOUNTS THEN ACCRUED BUT UNPAID TO
SUCH AFFECTED LENDER BY THE BORROWER HEREUNDER TO AND INCLUDING THE DATE OF
TERMINATION, INCLUDING WITHOUT LIMITATION PAYMENTS DUE TO SUCH AFFECTED LENDER
UNDER SECTIONS 3.1, 3.2 AND 3.5, AND (Y) AN AMOUNT, IF ANY, EQUAL TO THE PAYMENT
WHICH WOULD HAVE BEEN DUE TO SUCH AFFECTED