REASONABLY DETERMINED BY SUCH AFFECTED PERSON, AS A RESULT OF ANY
FAILURE BY THE BORROWER TO BORROW AN ADVANCE ON THE DATE SPECIFIED THEREFOR IN
AN ADVANCE REQUEST (OTHER THAN DUE TO A DEFAULT BY A LENDER) OR AS A RESULT OF
ANY PAYMENT OR PREPAYMENT (INCLUDING ANY MANDATORY PREPAYMENT) OF ANY ADVANCE ON
A DATE OTHER THAN THE LAST DAY OF THE FIXED PERIOD FOR SUCH ADVANCE.
THE
CALCULATIONS SET FORTH IN SUCH WRITTEN STATEMENT SHALL, IN THE ABSENCE OF
MANIFEST ERROR, BE REBUTTABLY PRESUMPTIVE EVIDENCE OF THE SUBJECT MATTER
THEREOF.
REPLACEMENT OF AFFECTED PERSON.
UPON THE RECEIPT BY THE BORROWER OF A CLAIM FOR
REIMBURSEMENT OR COMPENSATION UNDER SECTION 6.1 HEREOF BY AN AFFECTED PERSON, IF
PAYMENT THEREOF SHALL NOT BE WAIVED BY SUCH AFFECTED PERSON, OR UPON RECEIPT OF
NOTICE PURSUANT TO SECTION 3.3(A)(II) FROM ANY NONCOMMITTED LENDER OR UPON
RECEIPT BY THE BORROWER OF ANY NOTICE BY A LENDER PURSUANT TO SECTION 3.3(B),
THE BORROWER MAY (A) REQUEST SUCH AFFECTED PERSON OR THE LENDER THAT HAS
ASSIGNED AN INTEREST IN ITS ADVANCES TO SUCH AFFECTED PERSON TO USE REASONABLE
EFFORTS TO ASSIST THE BORROWER IN ITS ATTEMPT TO OBTAIN A REPLACEMENT BANK,
FINANCIAL INSTITUTION OR STRUCTURED LENDER, AS APPLICABLE, SATISFACTORY TO THE
BORROWER (IN THE CASE OF A REPLACEMENT LENDER), TO ACQUIRE AND ASSUME ALL OR A
RATABLE PART OF SUCH AFFECTED PERSON'S COMMITMENT, OR (B) REQUEST ONE OR MORE OF
THE OTHER LENDERS OR INVESTORS TO ACQUIRE AND ASSUME ALL OR A PART OF SUCH
AFFECTED PERSON'S COMMITMENT.
UPON NOTICE FROM THE BORROWER, SUCH AFFECTED
PERSON SHALL, OR THE LENDER THAT HAS ASSIGNED AN INTEREST IN ITS ADVANCES TO
SUCH AFFECTED PERSON SHALL CAUSE SUCH AFFECTED PERSON TO, ASSIGN, WITHOUT
RECOURSE, ITS COMMITMENT TO MAKE ADVANCES, ITS OUTSTANDING ADVANCES OR INTERESTS
THEREIN AND ITS OTHER RIGHTS AND OBLIGATIONS (IF ANY) HEREUNDER, OR A RATABLE
SHARE THEREOF, TO THE REPLACEMENT BANK, FINANCIAL INSTITUTION OR STRUCTURED
LENDER DESIGNATED BY THE BORROWER AND CONSENTED TO BY THE ADMINISTRATIVE AGENT
(SUCH CONSENT NOT TO BE UNREASONABLY WITHHELD OR DELAYED) FOR A PURCHASE PRICE
EQUAL TO THE SUM OF THE PRINCIPAL AMOUNT OF THE ADVANCES OR INTERESTS THEREIN SO
ASSIGNED, ALL ACCRUED AND UNPAID YIELD THEREON AND ANY OTHER AMOUNTS (INCLUDING
FEES AND ANY AMOUNTS OWING UNDER THIS ARTICLE VI) TO WHICH SUCH AFFECTED PERSON
IS ENTITLED HEREUNDER; PROVIDED, THAT THE BORROWER SHALL PROVIDE SUCH AFFECTED
PERSON WITH AN OFFICER'S CERTIFICATE OF CAR STATING THAT SUCH REPLACEMENT BANK,
FINANCIAL INSTITUTION OR STRUCTURED LENDER HAS ADVISED THE BORROWER THAT IT IS
NOT SUBJECT TO, OR HAS AGREED NOT TO SEEK, SUCH INCREASED AMOUNT.
EFFECTIVENESS; CONDITIONS TO ADVANCES
EFFECTIVENESS.
THIS AGREEMENT SHALL BECOME EFFECTIVE ON THE FIRST DAY (THE
"EFFECTIVE DATE") ON WHICH THE ADMINISTRATIVE AGENT, ON BEHALF OF THE AGENTS AND
THE LENDERS, SHALL HAVE RECEIVED THE FOLLOWING, EACH IN FORM AND SUBSTANCE
SATISFACTORY TO EACH AGENT:
11
Agreement.
This Agreement executed by each party thereto;
Notes.
For each Lender Group, a Note duly completed and executed by the
Borrower