TO
ITS TAXES WHICH IT DEEMS CONFIDENTIAL) TO THE BORROWERS OR ANY OTHER PERSON.
(G)
SURVIVAL.
WITHOUT PREJUDICE TO THE SURVIVAL
OF ANY OTHER AGREEMENT OF THE BORROWERS HEREUNDER, THE AGREEMENTS AND
OBLIGATIONS OF THE BORROWERS CONTAINED IN THIS SECTION SHALL SURVIVE THE PAYMENT
IN FULL OF THE OBLIGATIONS AND THE TERMINATION OF THE AGGREGATE COMMITMENT.
SECTION 4.12
MITIGATION OBLIGATIONS; REPLACEMENT OF LENDERS.
(A)
DESIGNATION OF A DIFFERENT LENDING OFFICE.
IF ANY LENDER REQUESTS COMPENSATION UNDER SECTION 4.10, 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 4.11, THEN SUCH LENDER SHALL USE
REASONABLE EFFORTS TO DESIGNATE A DIFFERENT LENDING OFFICE FOR FUNDING OR
BOOKING ITS LOANS 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 4.10 OR SECTION 4.11, 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.
THE
BORROWERS HEREBY AGREE TO PAY ALL REASONABLE COSTS AND EXPENSES INCURRED BY ANY
LENDER IN CONNECTION WITH ANY SUCH DESIGNATION OR ASSIGNMENT.
(B)
REPLACEMENT OF LENDERS.
IF (I) ANY LENDER
REQUESTS COMPENSATION UNDER SECTION 4.10, (II) ANY BORROWER IS REQUIRED TO PAY
ANY ADDITIONAL AMOUNT TO ANY LENDER OR ANY
34
GOVERNMENTAL AUTHORITY FOR THE ACCOUNT OF ANY LENDER PURSUANT TO SECTION 4.11,
(III) THE OBLIGATION OF ANY LENDER TO MAKE LIBOR RATE LOANS OR TO CONTINUE, OR
TO CONVERT CD RATE LOANS INTO, LIBOR RATE LOANS SHALL BE SUSPENDED PURSUANT TO
SECTION 4.8 BUT THE OBLIGATION OF THE REQUIRED LENDERS SHALL NOT HAVE BEEN
SUSPENDED UNDER SUCH SECTION OR (IV) IF ANY LENDER DEFAULTS IN ITS OBLIGATION TO
FUND LOANS HEREUNDER, THEN THE BORROWERS MAY, AT THEIR SOLE EXPENSE AND EFFORT,
UPON NOTICE TO SUCH LENDER AND THE ADMINISTRATIVE AGENT, REQUIRE SUCH LENDER TO
ASSIGN AND DELEGATE, WITHOUT RECOURSE (IN ACCORDANCE WITH AND SUBJECT TO THE
RESTRICTIONS CONTAINED IN, AND CONSENTS REQUIRED BY, SECTION 13.10), ALL OF ITS
INTERESTS, RIGHTS AND OBLIGATIONS UNDER THIS AGREEMENT AND THE RELATED LOAN
DOCUMENTS TO AN ASSIGNEE THAT SHALL ASSUME SUCH OBLIGATIONS (WHICH ASSIGNEE MAY
BE ANOTHER LENDER, IF A LENDER ACCEPTS SUCH ASSIGNMENT); PROVIDED THAT
(I)
THE BORROWERS SHALL HAVE PAID TO THE
ADMINISTRATIVE AGENT THE ASSIGNMENT FEE SPECIFIED IN SECTION 13.10,
(II)
SUCH LENDER SHALL HAVE RECEIVED PAYMENT OF
AN AMOUNT EQUAL TO THE OUTSTANDING PRINCIPAL OF ITS LOANS, ACCRUED INTEREST
THEREON, ACCRUED FEES AND ALL OTHER AMOUNTS PAYABLE TO IT HEREUNDER AND UNDER
THE OTHER LOAN DOCUMENTS (INCLUDING ANY AMOUNTS UNDER SECTION 4.9) FROM THE
ASSIGNEE (TO THE EXTENT OF SUCH OUTSTANDING PRINCIPAL AND ACCRUED INTEREST AND
FEES) OR THE BORROWERS (IN THE CASE OF ALL OTHER AMOUNTS),
(III)
IN THE CASE OF ANY SUCH ASSIGNMENT RESULTING
FROM A CLAIM FOR COMPENSATION UNDER