SUCH LENDER OR BY
APPROPRIATE PROCEEDINGS.
THE BORROWERS SHALL NOT BE REQUIRED TO COMPENSATE A
LENDER PURSUANT TO SECTION 2.11, 2.13, OR 2.15 SUFFERED MORE THAN 180 DAYS PRIOR
TO THE DATE THAT SUCH LENDER NOTIFIES THE RELEVANT BORROWER OF THE CIRCUMSTANCES
GIVING RISE TO SUCH ADDITIONAL AMOUNT OWED AND OF SUCH LENDER'S INTENTION TO
CLAIM COMPENSATION THEREFOR (EXCEPT THAT, IF THE CIRCUMSTANCE GIVING RISE TO
SUCH ADDITIONAL AMOUNT IS RETROACTIVE, THEN THE 180-DAY PERIOD REFERRED TO ABOVE
SHALL BE EXTENDED TO INCLUDE THE PERIOD OF RETROACTIVE EFFECT THEREOF).
(B)
IF ANY LENDER REQUESTS COMPENSATION UNDER SECTION 2.11, OR REQUIRES ANY
BORROWER TO PAY ANY ADDITIONAL AMOUNT TO ANY LENDER OR ANY GOVERNMENTAL
AUTHORITY FOR THE ACCOUNT OF ANY LENDER PURSUANT TO SECTION 2.13, THEN SUCH
LENDER SHALL USE COMMERCIALLY REASONABLE EFFORTS TO DESIGNATE A DIFFERENT
23
LENDING OFFICE FOR FUNDING OR BOOKING ITS ADVANCES HEREUNDER OR TO ASSIGN ITS
RIGHTS AND OBLIGATIONS HEREUNDER TO ANOTHER OF ITS OFFICES, BRANCHES OR
AFFILIATES, IF, IN THE JUDGMENT OF SUCH LENDER, SUCH DESIGNATION OR ASSIGNMENT
(I) WOULD ELIMINATE OR REDUCE AMOUNTS PAYABLE PURSUANT TO SECTION 2.11 OR 2.13,
AS THE CASE MAY BE, IN THE FUTURE AND (II) WOULD NOT SUBJECT SUCH LENDER TO ANY
UNREIMBURSED COST OR EXPENSE AND WOULD NOT OTHERWISE BE DISADVANTAGEOUS TO SUCH
LENDER.
EACH BORROWER HEREBY AGREES TO PAY ALL REASONABLE DOCUMENTED COSTS AND
EXPENSES INCURRED BY ANY LENDER IN CONNECTION WITH ANY SUCH DESIGNATION OR
ASSIGNMENT.
(C)
IF ANY LENDER SHALL (I) FAIL TO REPAY WITHIN FIVE BUSINESS DAYS OF THE DATE
OF THE REQUESTED ADVANCE ANY AMOUNTS OWING BY SUCH LENDER PURSUANT TO
SECTION 2.2(D), (II) MAKE ANY CLAIM FOR COMPENSATION PURSUANT TO SECTION 2.11 OR
2.13 HEREUNDER, OR (III) DECLINE TO CONSENT TO ANY WAIVER OR AMENDMENT OF, OR
DEPARTURE FROM, THE TERMS OF THIS AGREEMENT DESCRIBED IN THE FIRST PROVISO TO
SECTION 9.1 (ANY SUCH LENDER DESCRIBED IN CLAUSE (I), (II) OR (III) BEING HEREIN
REFERRED TO AS AN "AFFECTED LENDER"), SUCH BORROWER SHALL HAVE THE RIGHT TO
REPLACE SUCH AFFECTED LENDER BY CAUSING SUCH AFFECTED LENDER TO ENTER INTO ONE
OR MORE ASSIGNMENTS AND ACCEPTANCES (THE TERMS OF WHICH SHALL BE REASONABLY
ACCEPTABLE TO SUCH AFFECTED LENDER) IN RESPECT OF ITS ENTIRE COMMITMENT, THE
ADVANCES HELD BY IT AND ALL OTHER AMOUNTS OWING TO IT IN RESPECT THEREOF
(INCLUDING PURSUANT TO SECTION 2.15, UNLESS PAID BY SUCH BORROWER DIRECTLY) WITH
ONE OR MORE BANKS OR OTHER FINANCIAL INSTITUTIONS SELECTED BY SUCH BORROWER WITH
THE CONSENT OF THE ADMINISTRATIVE AGENT (NOT TO BE UNREASONABLY WITHHELD) AND
THE LC BANK (WHICH CONSENT MAY BE GRANTED OR WITHHELD IN THE SOLE DISCRETION OF
THE LC BANK).
THE EFFECTIVE DATE OF ANY SUCH ASSIGNMENT AND ACCEPTANCE SHALL BE
SUCH DATE AS MAY BE SELECTED BY SUCH BORROWER AND THE RELEVANT ASSIGNEE(S), AND
ALL OTHER MATTERS RELATING TO SUCH ASSIGNMENT AND ACCEPTANCE SHALL BE GOVERNED
BY SECTION 9.7 HEREOF.
EACH LENDER AGREES TO ENTER INTO ANY SUCH ASSIGNMENTS
AND ACCEPTANCES AS MAY BE REQUIRED BY THIS