OR NOT SO BORROWED, CONVERTED OR
CONTINUED, FOR THE PERIOD FROM THE DATE OF SUCH PREPAYMENT OR OF SUCH FAILURE TO
BORROW, CONVERT OR CONTINUE TO THE LAST DAY OF SUCH INTEREST PERIOD (OR, IN THE
CASE OF A FAILURE TO BORROW, CONVERT OR CONTINUE, THE INTEREST PERIOD THAT WOULD
HAVE COMMENCED ON THE DATE OF SUCH FAILURE) IN EACH CASE AT THE APPLICABLE RATE
OF INTEREST FOR SUCH LOANS PROVIDED FOR HEREIN (EXCLUDING, HOWEVER, THE
APPLICABLE MARGIN INCLUDED THEREIN, IF ANY) OVER (II) THE AMOUNT OF INTEREST (AS
REASONABLY DETERMINED BY SUCH LENDER) THAT WOULD HAVE ACCRUED TO SUCH LENDER ON
SUCH AMOUNT BY PLACING SUCH AMOUNT ON DEPOSIT FOR A COMPARABLE PERIOD WITH
LEADING BANKS IN THE LONDON INTERBANK EURODOLLAR MARKET.
A CERTIFICATE AS TO
ANY AMOUNTS PAYABLE PURSUANT TO THIS SECTION SUBMITTED TO THE PARENT BORROWER BY
ANY U.S. LENDER SHALL BE CONCLUSIVE IN THE ABSENCE OF MANIFEST ERROR.
THIS
COVENANT SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT AND THE PAYMENT OF THE
LOANS AND ALL OTHER AMOUNTS PAYABLE HEREUNDER.
48
2.19
CHANGE OF LENDING OFFICE.
EACH LENDER AGREES
THAT, UPON THE OCCURRENCE OF ANY EVENT GIVING RISE TO THE OPERATION OF
SECTION 2.16 OR 2.17(A) WITH RESPECT TO SUCH LENDER, IT WILL, IF REQUESTED BY
THE PARENT BORROWER, USE REASONABLE EFFORTS (SUBJECT TO OVERALL POLICY
CONSIDERATIONS OF SUCH LENDER) TO DESIGNATE ANOTHER LENDING OFFICE FOR ANY LOANS
AFFECTED BY SUCH EVENT WITH THE OBJECT OF AVOIDING THE CONSEQUENCES OF SUCH
EVENT; PROVIDED THAT SUCH DESIGNATION IS MADE ON TERMS THAT, IN THE SOLE
JUDGMENT OF SUCH LENDER, CAUSE SUCH LENDER AND ITS LENDING OFFICE(S) TO SUFFER
NO ECONOMIC, LEGAL OR REGULATORY DISADVANTAGE, AND PROVIDED, FURTHER, THAT
NOTHING IN THIS SECTION SHALL AFFECT OR POSTPONE ANY OF THE OBLIGATIONS OF ANY
BORROWER OR THE RIGHTS OF ANY LENDER PURSUANT TO SECTION 2.16 OR 2.17(A).
2.20
REPLACEMENT OF LENDERS UNDER CERTAIN
CIRCUMSTANCES.
THE PARENT BORROWER OR THE CANADIAN BORROWER, AS APPROPRIATE,
SHALL BE PERMITTED TO (A) REPLACE ANY LENDER WHICH (I) DEFAULTS IN ITS
OBLIGATION TO MAKE LOANS HEREUNDER OR (II) IN CONNECTION WITH ANY PROPOSED
AMENDMENT, MODIFICATION, SUPPLEMENT OR WAIVER WITH RESPECT TO ANY OF THE
PROVISIONS OF THE LOAN DOCUMENTS AS CONTEMPLATED IN SECTION 10.1 WHERE SUCH
AMENDMENT, MODIFICATION, SUPPLEMENT OR WAIVER HAS BEEN APPROVED BY (X) THE U.S.
REQUIRED LENDERS (AND, IF APPLICABLE, THE U.S. REQUIRED PREPAYMENT LENDERS
AND/OR THE REQUISITE LENDERS), OR (Y) THE CANADIAN REQUIRED LENDERS (AND, IF
APPLICABLE, THE CANADIAN REQUIRED PREPAYMENT LENDERS AND/OR THE REQUISITE
LENDERS), IF APPLICABLE, IN ACCORDANCE WITH SUCH SECTION, FAILS TO CONSENT TO
ANY SUCH PROPOSED AMENDMENT, MODIFICATION, SUPPLEMENT OR WAIVER AND (B) REPLACE
OR REMOVE ANY LENDER WHICH REQUESTS REIMBURSEMENT FOR AMOUNTS OWING PURSUANT TO
SECTION 2.16 OR 2.17 AND, IF THE PARENT BORROWER OR THE CANADIAN BORROWER, IF
APPROPRIATE, ELECTS TO REMOVE SUCH LENDER, TERMINATE SUCH LENDER'S U.S.
REVOLVING COMMITMENT OR CANADIAN COMMITMENT HEREUNDER; PROVIDED THAT (A)(I) SUCH
REPLACEMENT OR REMOVAL, AS THE CASE MAY BE, DOES NOT CONFLICT WITH ANY
REQUIREMENT OF LAW,