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 (X) IN THE CASE OF
PAYMENT BY A LENDER, THE FEDERAL FUNDS EFFECTIVE RATE FOR SUCH DAY FOR THE FIRST
THREE DAYS
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AND, THEREAFTER, THE INTEREST RATE APPLICABLE TO THE RELEVANT LOAN OR (Y) IN THE
CASE OF PAYMENT BY THE BORROWER, THE INTEREST RATE APPLICABLE TO THE RELEVANT
LOAN.
IF ANY LENDER SHALL FAIL TO MAKE ANY PAYMENT REQUIRED TO BE MADE BY IT
PURSUANT TO SECTIONS 2.4.4, 2.18, 2.20.5, 2.20.6, 9.15 OR 11.2, THEN THE
ADMINISTRATIVE AGENT MAY, IN ITS DISCRETION AND NOTWITHSTANDING ANY CONTRARY
PROVISION HEREOF, (I) APPLY ANY AMOUNTS THEREAFTER RECEIVED BY THE
ADMINISTRATIVE AGENT FOR THE ACCOUNT OF SUCH LENDER AND FOR THE BENEFIT OF THE
ADMINISTRATIVE AGENT, THE SWING LINE LENDER OR THE LC ISSUER TO SATISFY SUCH
LENDER'S OBLIGATIONS UNDER SUCH SECTIONS UNTIL ALL SUCH UNSATISFIED OBLIGATIONS
ARE FULLY PAID, AND/OR (II) HOLD ANY SUCH AMOUNTS IN A SEGREGATED ACCOUNT AS
CASH COLLATERAL FOR, AND APPLICATION TO, ANY FUTURE FUNDING OBLIGATIONS OF SUCH
LENDER UNDER SUCH SECTIONS; IN THE CASE OF EACH OF (I) AND (II) ABOVE, IN ANY
ORDER AS DETERMINED BY THE ADMINISTRATIVE AGENT IN ITS DISCRETION.
2.19.
REPLACEMENT OF LENDER.
IF THE BORROWER IS REQUIRED
PURSUANT TO SECTION 3.1, 3.2 OR 3.5 TO MAKE ANY ADDITIONAL PAYMENT TO ANY
LENDER, IF ANY LENDER BECOMES A DEFAULTING LENDER OR IF ANY LENDER'S OBLIGATION
TO MAKE OR CONTINUE, OR TO CONVERT FLOATING RATE ADVANCES INTO, EURODOLLAR
ADVANCES SHALL BE SUSPENDED PURSUANT TO SECTION 3.3 (ANY LENDER SO AFFECTED AN
"AFFECTED LENDER"), THE BORROWER MAY ELECT, IF SUCH AMOUNTS CONTINUE TO BE
CHARGED OR SUCH SUSPENSION IS STILL EFFECTIVE, TO TERMINATE OR REPLACE THE
REVOLVING LOAN COMMITMENT AND LOANS OF SUCH AFFECTED LENDER, PROVIDED THAT NO
DEFAULT OR UNMATURED DEFAULT SHALL HAVE OCCURRED AND BE CONTINUING AT THE TIME
OF SUCH TERMINATION OR REPLACEMENT, AND PROVIDED FURTHER THAT, CONCURRENTLY WITH
SUCH TERMINATION OR REPLACEMENT, (I) IF THE AFFECTED LENDER IS BEING REPLACED,
ANOTHER BANK OR OTHER ENTITY WHICH IS REASONABLY SATISFACTORY TO THE BORROWER
AND THE ADMINISTRATIVE AGENT SHALL AGREE (SUCH AGREEMENT NOT TO BE UNREASONABLY
WITHHELD OR DELAYED), AS OF SUCH DATE, TO PURCHASE FOR CASH THE OUTSTANDING
REVOLVING CREDIT EXPOSURE OF THE AFFECTED LENDER PURSUANT TO AN ASSIGNMENT
AGREEMENT SUBSTANTIALLY IN THE FORM OF EXHIBIT C AND TO BECOME A LENDER FOR ALL
PURPOSES UNDER THIS AGREEMENT AND TO ASSUME ALL OBLIGATIONS OF THE AFFECTED
LENDER TO BE TERMINATED AS OF SUCH DATE AND TO COMPLY WITH THE REQUIREMENTS OF
SECTION 12.3 APPLICABLE TO ASSIGNMENTS, AND (II) THE BORROWER SHALL PAY TO SUCH
AFFECTED LENDER IN IMMEDIATELY AVAILABLE FUNDS ON THE DAY OF SUCH REPLACEMENT
(A) ALL INTEREST, FEES AND