on a day which is not the last day
of the applicable Interest Period, the Borrower shall pay to the Agent for the
benefit of the Term Loan Lenders (including any Rejecting Lender) any loss or
cost incurred by the Rejecting Term Loan Lenders (including any Rejecting
Lender) resulting therefrom in accordance with Section 2.17.
SECTION 2.21
REPLACEMENT OF CERTAIN LENDERS.
(A)
IN THE EVENT A LENDER
("AFFECTED LENDER"):
(I) SHALL HAVE REQUESTED COMPENSATION FROM THE BORROWER
UNDER SECTIONS 2.14 OR 2.15 TO RECOVER ADDITIONAL COSTS INCURRED BY SUCH LENDER
THAT ARE NOT BEING INCURRED GENERALLY BY THE OTHER LENDERS, (II) SHALL HAVE
DELIVERED A NOTICE PURSUANT TO SECTION 2.16 CLAIMING THAT SUCH LENDER IS UNABLE
TO EXTEND LIBOR LOANS TO THE BORROWER FOR REASONS NOT GENERALLY APPLICABLE TO
THE OTHER LENDERS, (III) SHALL HAVE INVOKED SECTION 11.13 OR (IV) IS A REJECTING
REVOLVING CREDIT LENDER PURSUANT TO SECTION 2.19 OR A REJECTING TERM LOAN LENDER
PURSUANT TO SECTION 2.20, THEN, IN ANY SUCH CASE, THE BORROWER OR THE AGENT MAY
EFFECT THE REPLACEMENT OF SUCH AFFECTED LENDER IN ACCORDANCE WITH THE PROVISIONS
OF THIS SECTION 2.21, PROVIDED, HOWEVER, THAT IF THE REPLACEMENT OF SUCH
AFFECTED LENDER IS BY REASON OF CLAUSE (IV) ABOVE, THE REPLACEMENT OF SUCH
AFFECTED LENDER SHALL BE SUBJECT TO THE PROVISIONS OF SECTION 2.21(B).
THE
BORROWER OR THE AGENT MAY ELECT TO REPLACE AN AFFECTED LENDER AND MAKE WRITTEN
DEMAND ON SUCH AFFECTED LENDER (WITH A COPY TO THE AGENT IN THE CASE OF A DEMAND
BY THE BORROWER AND A COPY TO THE BORROWER IN THE CASE OF A DEMAND BY THE AGENT)
FOR THE AFFECTED LENDER TO ASSIGN, AND, IF A REPLACEMENT LENDER (AS HEREINAFTER
DEFINED) NOTIFIES THE AFFECTED LENDER OF ITS WILLINGNESS TO PURCHASE THE
AFFECTED LENDER'S INTERESTS IN THE FACILITIES AND THE AGENT AND THE BORROWER
CONSENT THERETO IN WRITING, THEN SUCH AFFECTED LENDER SHALL ASSIGN PURSUANT TO
ONE OR MORE DULY EXECUTED ASSIGNMENT AND ACCEPTANCE AGREEMENTS IN SUBSTANTIALLY
AND IN ALL MATERIAL RESPECTS IN THE FORM AND SUBSTANCE OF EXHIBIT G FIVE (5)
BUSINESS DAYS AFTER THE DATE OF SUCH DEMAND, TO ONE OR MORE FINANCIAL
INSTITUTIONS THAT COMPLY WITH THE PROVISIONS OF SECTION 12.03(A) THAT THE
BORROWER OR THE AGENT,
35
AS THE CASE MAY BE, SHALL HAVE ENGAGED FOR SUCH PURPOSE (EACH A "REPLACEMENT
LENDER"), ALL (OR, TO THE EXTENT REQUIRED OR PERMITTED UNDER SECTION 2.21(B), A
PART) OF SUCH AFFECTED LENDER'S RIGHTS AND OBLIGATIONS (FROM AND AFTER THE DATE
OF SUCH ASSIGNMENT) UNDER THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS IN
ACCORDANCE WITH SECTION 12.03.
THE AGENT AGREES, UPON THE OCCURRENCE OF SUCH
EVENTS WITH RESPECT TO AN AFFECTED LENDER AND UPON THE WRITTEN REQUEST OF THE
BORROWER, TO USE ITS REASONABLE EFFORTS TO OBTAIN COMMITMENTS FROM ONE OR MORE
FINANCIAL INSTITUTIONS TO ACT AS A REPLACEMENT LENDER.
AS A CONDITION TO ANY
SUCH ASSIGNMENT, THE AFFECTED LENDER SHALL HAVE CONCURRENTLY RECEIVED, IN CASH,
ALL AMOUNTS (EXCEPT AS OTHERWISE PROVIDED IN SECTION 2.21(B)) DUE AND OWING