(B)
IF A LENDER CHANGES ITS APPLICABLE LENDING OFFICE (OTHER THAN
PURSUANT TO PARAGRAPH (C) BELOW) AND THE EFFECT OF SUCH CHANGE, AS OF THE DATE
OF SUCH CHANGE, WOULD BE TO CAUSE THE BORROWER TO BECOME OBLIGATED TO PAY ANY
ADDITIONAL AMOUNT UNDER SUBSECTION 4.10 OR 4.11, THE BORROWER SHALL NOT BE
OBLIGATED TO PAY SUCH ADDITIONAL AMOUNT.
(C)
IF A CONDITION OR AN EVENT OCCURS WHICH WOULD, OR WOULD UPON THE
PASSAGE OF TIME OR GIVING OF NOTICE, RESULT IN THE PAYMENT OF ANY ADDITIONAL
AMOUNT TO ANY LENDER BY THE BORROWER PURSUANT TO SUBSECTION 4.10 OR 4.11, SUCH
LENDER SHALL PROMPTLY NOTIFY THE BORROWER AND THE ADMINISTRATIVE AGENT AND SHALL
TAKE SUCH STEPS AS MAY REASONABLY BE AVAILABLE TO IT TO MITIGATE THE EFFECTS OF
SUCH CONDITION OR EVENT (WHICH SHALL INCLUDE EFFORTS TO REBOOK THE LOANS HELD BY
SUCH LENDER AT ANOTHER LENDING OFFICE, OR THROUGH ANOTHER BRANCH OR AN
AFFILIATE, OF SUCH LENDER); PROVIDED THAT SUCH LENDER SHALL NOT BE REQUIRED TO
TAKE ANY STEP THAT, IN ITS REASONABLE JUDGMENT, WOULD BE MATERIALLY
DISADVANTAGEOUS TO ITS BUSINESS OR OPERATIONS OR WOULD REQUIRE IT TO INCUR
ADDITIONAL COSTS (UNLESS THE BORROWER AGREES TO REIMBURSE SUCH LENDER FOR THE
REASONABLE INCREMENTAL OUT-OF-POCKET COSTS THEREOF).
(D)
IF THE BORROWER SHALL BECOME OBLIGATED TO PAY ADDITIONAL AMOUNTS
PURSUANT TO SUBSECTION 4.10 OR 4.11 AND ANY AFFECTED LENDER SHALL NOT HAVE
PROMPTLY TAKEN STEPS NECESSARY TO AVOID THE NEED FOR PAYMENTS UNDER
SUBSECTION 4.10 OR 4.11, THE BORROWER SHALL HAVE THE RIGHT, FOR SO LONG AS SUCH
OBLIGATION REMAINS, (I) WITH THE ASSISTANCE OF THE ADMINISTRATIVE AGENT, TO SEEK
ONE OR MORE SUBSTITUTE LENDERS REASONABLY SATISFACTORY TO THE ADMINISTRATIVE
AGENT AND THE BORROWER TO PURCHASE THE AFFECTED LOAN, IN WHOLE OR IN PART, AT AN
AGGREGATE PRICE NO LESS THAN SUCH LOAN'S PRINCIPAL AMOUNT PLUS ACCRUED INTEREST,
AND ASSUME THE AFFECTED OBLIGATIONS UNDER THIS AGREEMENT, OR (II) UPON AT LEAST
FOUR BUSINESS DAYS' IRREVOCABLE NOTICE TO THE ADMINISTRATIVE AGENT, TO PREPAY
THE AFFECTED LOAN, IN WHOLE OR IN PART, SUBJECT TO SUBSECTION 4.12, WITHOUT
PREMIUM OR PENALTY. IN THE CASE OF THE SUBSTITUTION OF A LENDER,
THE BORROWER,
THE ADMINISTRATIVE AGENT, THE AFFECTED LENDER, AND ANY SUBSTITUTE LENDER SHALL
EXECUTE AND DELIVER AN APPROPRIATELY COMPLETED ASSIGNMENT AND ACCEPTANCE
PURSUANT TO SUBSECTION 13.6(B) TO EFFECT THE ASSIGNMENT OF RIGHTS TO, AND THE
ASSUMPTION OF OBLIGATIONS BY, THE SUBSTITUTE LENDER; PROVIDED THAT ANY FEES
REQUIRED TO BE PAID BY SUBSECTION 13.6(B) IN CONNECTION WITH SUCH ASSIGNMENT
SHALL BE PAID BY THE BORROWER OR THE SUBSTITUTE LENDER. IN THE CASE OF A
PREPAYMENT OF AN AFFECTED LOAN, THE AMOUNT SPECIFIED IN THE NOTICE SHALL BE DUE
AND PAYABLE ON THE DATE SPECIFIED THEREIN, TOGETHER WITH ANY ACCRUED INTEREST TO
SUCH DATE ON THE AMOUNT PREPAID. IN THE CASE OF EACH OF THE SUBSTITUTION OF A
LENDER AND OF THE PREPAYMENT OF AN AFFECTED LOAN, THE BORROWER SHALL FIRST PAY
THE AFFECTED LENDER ANY ADDITIONAL AMOUNTS OWING UNDER SUBSECTIONS 4.10 AND 4.11
(AS WELL