OR THE BORROWER, AS THE CASE
MAY BE, HAS NOT IN FACT MADE SUCH PAYMENT TO THE ADMINISTRATIVE AGENT, THE
RECIPIENT OF SUCH PAYMENT SHALL, ON DEMAND BY THE ADMINISTRATIVE AGENT, REPAY TO
THE ADMINISTRATIVE AGENT THE AMOUNT SO MADE AVAILABLE TOGETHER WITH INTEREST
THEREON IN RESPECT OF EACH DAY DURING THE PERIOD COMMENCING ON THE DATE SUCH
AMOUNT WAS SO MADE AVAILABLE BY THE ADMINISTRATIVE AGENT UNTIL THE DATE THE
ADMINISTRATIVE AGENT RECOVERS SUCH AMOUNT AT A RATE PER ANNUM EQUAL TO (I) IN
THE CASE OF PAYMENT BY A LENDER, THE FEDERAL FUNDS EFFECTIVE RATE FOR SUCH DAY
OR (II) IN THE CASE OF PAYMENT BY THE BORROWER, THE INTEREST RATE APPLICABLE TO
THE RELEVANT LOAN.
2.18
TERMINATION DATE.
THIS AGREEMENT SHALL BE
EFFECTIVE UNTIL THE TERMINATION DATE.
NOTWITHSTANDING THE TERMINATION OF THIS
AGREEMENT, UNTIL (A) ALL OF THE OBLIGATIONS (OTHER THAN CONTINGENT INDEMNITY
OBLIGATIONS) SHALL HAVE BEEN FULLY PAID AND SATISFIED IN CASH, (B) ALL FINANCING
ARRANGEMENTS AMONG THE BORROWER AND THE LENDERS PURSUANT TO THIS AGREEMENT SHALL
HAVE BEEN TERMINATED AND (C) ALL OF THE LETTERS OF CREDIT SHALL HAVE EXPIRED,
BEEN CANCELED, TERMINATED OR CASH COLLATERALIZED IN ACCORDANCE WITH
SECTION 3.11, ALL OF THE RIGHTS AND REMEDIES UNDER THIS AGREEMENT AND THE OTHER
LOAN DOCUMENTS SHALL SURVIVE.
2.19
REPLACEMENT OF CERTAIN LENDERS.
IN THE EVENT A
LENDER ("AFFECTED LENDER") SHALL HAVE: (I) FAILED TO SEND ITS PRO RATA SHARE OF
ANY ADVANCE REQUESTED BY THE BORROWER, WHICH SUCH LENDER IS OBLIGATED TO FUND
UNDER THE TERMS OF THIS AGREEMENT AND WHICH FAILURE HAS NOT BEEN CURED,
(II) REQUESTED COMPENSATION FROM THE BORROWER UNDER SECTIONS 2.14(E), 4.1 OR 4.2
TO RECOVER TAXES, OTHER TAXES OR OTHER ADDITIONAL COSTS INCURRED BY SUCH LENDER
WHICH ARE NOT BEING REQUESTED GENERALLY BY THE OTHER LENDERS, (III) DELIVERED A
NOTICE
36
PURSUANT TO SECTION 4.3 CLAIMING THAT SUCH LENDER IS UNABLE TO EXTEND EURODOLLAR
RATE LOANS TO THE BORROWER FOR REASONS NOT GENERALLY APPLICABLE TO THE OTHER
LENDERS, (IV) INVOKED SECTION 10.2, (V) FAILED TO CONSENT TO A WAIVER OR
AMENDMENT HERETO WHICH HAS OTHERWISE BEEN CONSENTED TO BY THE REQUIRED LENDERS,
OR (VI) FAILED TO CONSENT TO AN EXTENSION REQUEST UNDER SECTION 2.1(D) HEREOF OR
A TERM LOAN EXTENSION REQUEST UNDER SECTION 2.2(D) HEREOF, THEN, IN ANY SUCH
CASE, THE BORROWER OR THE ADMINISTRATIVE AGENT MAY MAKE WRITTEN DEMAND ON SUCH
AFFECTED LENDER (WITH A COPY TO THE ADMINISTRATIVE AGENT IN THE CASE OF A DEMAND
BY THE BORROWER AND A COPY TO THE BORROWER IN THE CASE OF A DEMAND BY THE
ADMINISTRATIVE AGENT) FOR THE AFFECTED LENDER TO ASSIGN, AND SUCH AFFECTED
LENDER SHALL USE COMMERCIALLY REASONABLE EFFORTS TO ASSIGN PURSUANT TO ONE OR
MORE DULY EXECUTED ASSIGNMENT AGREEMENTS FIFTEEN (15) BUSINESS DAYS AFTER THE
DATE OF SUCH DEMAND, TO ONE OR MORE FINANCIAL INSTITUTIONS THAT COMPLY WITH THE
PROVISIONS OF SECTION 13.3(A) WHICH THE BORROWER OR THE ADMINISTRATIVE AGENT, AS
THE CASE MAY BE. SHALL HAVE ENGAGED FOR SUCH PURPOSE ("REPLACEMENT LENDER") ALL
OF SUCH