SUCH PAYMENT, THEN EACH OF THE LENDERS OR THE APPLICABLE ISSUING BANK, AS
THE CASE MAY BE, SEVERALLY AGREES TO REPAY TO THE ADMINISTRATIVE AGENT FORTHWITH
ON DEMAND THE AMOUNT SO DISTRIBUTED TO SUCH LENDER OR ISSUING BANK WITH INTEREST
THEREON, FOR EACH DAY FROM AND INCLUDING THE DATE SUCH AMOUNT IS DISTRIBUTED TO
IT TO BUT EXCLUDING THE DATE OF PAYMENT TO THE ADMINISTRATIVE AGENT, AT THE
GREATER OF THE FEDERAL FUNDS EFFECTIVE RATE AND A RATE DETERMINED BY THE
ADMINISTRATIVE AGENT IN ACCORDANCE WITH BANKING INDUSTRY RULES ON INTERBANK
COMPENSATION.
75
(E)
IF ANY LENDER SHALL FAIL TO MAKE ANY PAYMENT REQUIRED TO BE MADE BY IT
PURSUANT TO SECTION 2.05(C), 2.06(D) OR (E), 2.08(B), 2.19(D) OR 9.03(C), THEN
THE ADMINISTRATIVE AGENT MAY, IN ITS DISCRETION (NOTWITHSTANDING ANY CONTRARY
PROVISION HEREOF), APPLY ANY AMOUNTS THEREAFTER RECEIVED BY THE ADMINISTRATIVE
AGENT FOR THE ACCOUNT OF SUCH LENDER TO SATISFY SUCH LENDER'S OBLIGATIONS UNDER
SUCH SECTIONS UNTIL ALL SUCH UNSATISFIED OBLIGATIONS ARE FULLY PAID.
SECTION 2.20. MITIGATION OBLIGATIONS; REPLACEMENT OF LENDERS. (A)
IF ANY LENDER
REQUESTS COMPENSATION UNDER SECTION 2.16, OR IF A BORROWER IS REQUIRED TO PAY
ANY ADDITIONAL AMOUNT TO ANY LENDER OR ANY GOVERNMENTAL AUTHORITY FOR THE
ACCOUNT OF ANY LENDER PURSUANT TO SECTION 2.18, THEN SUCH LENDER SHALL USE
REASONABLE EFFORTS TO DESIGNATE A DIFFERENT LENDING OFFICE FOR FUNDING OR
BOOKING ITS LOANS OR OTHER EXTENSIONS OF CREDIT HEREUNDER OR TO ASSIGN ITS
RIGHTS AND OBLIGATIONS HEREUNDER TO ANOTHER OF ITS OFFICES, BRANCHES OR
AFFILIATES, IF, IN THE JUDGMENT OF SUCH LENDER, SUCH DESIGNATION OR ASSIGNMENT
(I) WOULD ELIMINATE OR REDUCE AMOUNTS PAYABLE PURSUANT TO SECTION 2.16 OR 2.18,
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. THE BORROWERS HEREBY AGREE TO PAY ALL REASONABLE COSTS AND EXPENSES
INCURRED BY ANY LENDER IN CONNECTION WITH ANY SUCH DESIGNATION OR ASSIGNMENT.
(B)
IF (I) ANY LENDER REQUESTS COMPENSATION UNDER SECTION 2.16, (II) ANY LOAN
PARTY IS REQUIRED TO PAY ANY ADDITIONAL AMOUNT TO ANY LENDER OR ANY GOVERNMENTAL
AUTHORITY FOR THE ACCOUNT OF ANY LENDER PURSUANT TO SECTION 2.18, (III) ANY
LENDER DEFAULTS IN ITS OBLIGATION TO FUND LOANS OR TO ACCEPT AND PURCHASE BAS
HEREUNDER OR (IV) ANY LENDER HAS FAILED TO CONSENT TO A PROPOSED AMENDMENT,
WAIVER, DISCHARGE OR TERMINATION WHICH PURSUANT TO THE TERMS OF SECTION 9.02
REQUIRES THE CONSENT OF ALL OF THE LENDERS AND WITH RESPECT TO WHICH THE
REQUIRED LENDERS SHALL HAVE GRANTED THEIR CONSENT, THEN THE BORROWERS MAY, AT
THEIR 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 SUCH
OTHER LENDER ACCEPTS SUCH ASSIGNMENT); PROVIDED THAT (A)