2.18 SHALL BE MADE AS
THOUGH SUCH LENDER HAD ACTUALLY FUNDED ITS RELEVANT LIBOR LOAN THROUGH THE
PURCHASE OF A EURODOLLAR (OR OTHER APPLICABLE FOREIGN CURRENCY) DEPOSIT BEARING
INTEREST AT THE RELEVANT LIBOR RATE IN AN AMOUNT EQUAL TO THE AMOUNT OF SUCH
LIBOR LOAN, HAVING A MATURITY COMPARABLE TO THE RELEVANT INTEREST PERIOD;
PROVIDED, HOWEVER, THAT EACH LENDER MAY FUND ITS LIBOR LOANS IN ANY MANNER IT
SEES FIT AND THE FOREGOING ASSUMPTION SHALL BE UTILIZED ONLY FOR THE CALCULATION
OF AMOUNTS PAYABLE UNDER THIS SECTION 2.18.
A CERTIFICATE (WHICH SHALL BE IN
REASONABLE DETAIL) SHOWING THE BASES FOR THE DETERMINATIONS SET FORTH IN THIS
SECTION 2.18 BY ANY LENDER AS TO ANY ADDITIONAL AMOUNTS PAYABLE PURSUANT TO THIS
SECTION 2.18 SHALL BE SUBMITTED BY SUCH LENDER TO SUCH BORROWER EITHER DIRECTLY
OR THROUGH THE ADMINISTRATIVE AGENT.
DETERMINATIONS SET FORTH IN ANY SUCH
CERTIFICATE MADE IN GOOD FAITH FOR PURPOSES OF THIS SECTION 2.18 OF ANY SUCH
LOSSES, EXPENSES OR LIABILITIES SHALL BE CONCLUSIVE ABSENT MANIFEST ERROR,
PROVIDED SUCH DETERMINATION WAS MADE IN GOOD FAITH.
2.19
REPLACEMENT OF LENDERS; MITIGATION OF COSTS.
(A)
THE COMPANY MAY, AT ANY TIME AND SO LONG AS
NO DEFAULT OR EVENT OF DEFAULT HAS THEN OCCURRED AND IS CONTINUING, REPLACE ANY
LENDER (I) THAT HAS REQUESTED COMPENSATION FROM ANY BORROWER UNDER
SECTION 2.16(A), 2.16(B) OR 2.17, (II) THE OBLIGATION OF WHICH TO MAKE OR
MAINTAIN LIBOR LOANS HAS BEEN SUSPENDED UNDER SECTION 2.16(D) OR (III) THAT IS A
DEFAULTING LENDER, IN ANY CASE UNDER CLAUSES (I) THROUGH (III) ABOVE BY WRITTEN
NOTICE TO SUCH LENDER AND THE ADMINISTRATIVE AGENT GIVEN NOT MORE THAN SIXTY
(60) DAYS AFTER ANY SUCH EVENT AND IDENTIFYING ONE OR MORE PERSONS EACH OF WHICH
SHALL BE AN ELIGIBLE ASSIGNEE AND REASONABLY ACCEPTABLE TO THE ADMINISTRATIVE
AGENT (EACH, A "REPLACEMENT LENDER," AND COLLECTIVELY, THE "REPLACEMENT
58
LENDERS") TO REPLACE SUCH LENDER (THE "REPLACED LENDER"), PROVIDED THAT (I) THE
NOTICE FROM THE COMPANY TO THE REPLACED LENDER AND THE ADMINISTRATIVE AGENT
PROVIDED FOR HEREINABOVE SHALL SPECIFY AN EFFECTIVE DATE FOR SUCH REPLACEMENT
(THE "REPLACEMENT EFFECTIVE DATE"), WHICH SHALL BE AT LEAST FIVE (5) BUSINESS
DAYS AFTER SUCH NOTICE IS GIVEN, (II) AS OF THE RELEVANT REPLACEMENT EFFECTIVE
DATE, EACH REPLACEMENT LENDER SHALL ENTER INTO AN ASSIGNMENT AND ACCEPTANCE WITH
THE REPLACED LENDER PURSUANT TO SECTION 11.7(A) (BUT SHALL NOT BE REQUIRED TO
PAY THE PROCESSING FEE OTHERWISE PAYABLE TO THE ADMINISTRATIVE AGENT PURSUANT TO
SECTION 11.7(A), WHICH FEE, FOR PURPOSES HEREOF, SHALL BE WAIVED), PURSUANT TO
WHICH SUCH REPLACEMENT LENDERS COLLECTIVELY SHALL ACQUIRE, IN SUCH PROPORTION
AMONG THEM AS THEY MAY AGREE WITH THE COMPANY AND THE ADMINISTRATIVE AGENT, ALL
(BUT NOT LESS THAN ALL) OF THE COMMITMENTS AND OUTSTANDING LOANS OF THE REPLACED
LENDER, AND, IN CONNECTION THEREWITH, SHALL PAY (X) TO THE REPLACED LENDER, AS
THE PURCHASE PRICE IN RESPECT THEREOF, AN AMOUNT EQUAL TO THE SUM AS OF THE
REPLACEMENT EFFECTIVE DATE (WITHOUT DUPLICATION) OF (1) THE UNPAID PRINCIPAL
AMOUNT OF, AND ALL ACCRUED BUT UNPAID