ANY LENDER OR ANY
GOVERNMENTAL AUTHORITY FOR THE ACCOUNT OF ANY LENDER PURSUANT TO SECTION 2.12,
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 THE AMOUNTS PAYABLE PURSUANT TO SECTION 2.8 OR 2.12, AS THE CASE MAY
BE, IN THE FUTURE AND (II) WOULD NOT SUBJECT SUCH LENDER TO ANY UNREIMBURSED
ACTUAL COST OR EXPENSE THAT WOULD OTHERWISE BE DISADVANTAGEOUS TO SUCH LENDER
AND NOT OTHERWISE OFFSET AGAINST ANY AMOUNTS SAVED.
BORROWER HEREBY AGREES TO
PAY ALL REASONABLE ACTUAL COSTS AND EXPENSES INCURRED BY ANY LENDER IN
CONNECTION WITH ANY SUCH DESIGNATION OR ASSIGNMENT.
(2)
IF ANY LENDER REQUESTS COMPENSATION UNDER SECTION 2.8, OR IF
BORROWER IS REQUIRED TO PAY ANY ADDITIONAL AMOUNT TO ANY LENDER OR ANY
GOVERNMENTAL AUTHORITY FOR THE ACCOUNT OF ANY LENDER PURSUANT TO SECTION 2.12,
OR IF ANY LENDER DEFAULTS IN ITS OBLIGATION TO FUND LOANS HEREUNDER, THEN
BORROWER MAY, AT ITS SOLE EXPENSE AND EFFORT, UPON NOTICE TO SUCH LENDER
42
AND ADMINISTRATIVE AGENT, REQUIRE SUCH LENDER TO ASSIGN AND DELEGATE, WITHOUT
RECOURSE (IN ACCORDANCE WITH AND SUBJECT TO THE RESTRICTIONS CONTAINED IN
SECTION 12.23), ALL ITS INTERESTS, RIGHTS AND OBLIGATIONS UNDER THIS AGREEMENT
TO AN ASSIGNEE THAT SHALL ASSUME SUCH OBLIGATIONS (WHICH ASSIGNEE MAY BE ANOTHER
LENDER, IF A LENDER ACCEPTS SUCH ASSIGNMENT); PROVIDED THAT (I) WITH RESPECT TO
ANY REPLACEMENT ASSIGNEE THAT IS NOT THEN A LENDER, ADMINISTRATIVE AGENT SHALL
HAVE CONSENTED TO SUCH LENDER, WHICH CONSENT SHALL NOT UNREASONABLY BE WITHHELD,
DELAYED OR CONDITIONED, (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 THEN PAYABLE TO IT HEREUNDER, FROM
THE ASSIGNEE (TO THE EXTENT OF SUCH OUTSTANDING PRINCIPAL AND ACCRUED INTEREST
AND FEES) OR BORROWER (IN THE CASE OF ALL OTHER AMOUNTS) AND (III) IN THE CASE
OF ANY SUCH ASSIGNMENT RESULTING FROM A CLAIM FOR COMPENSATION UNDER SECTION 2.8
OR PAYMENTS REQUIRED TO BE MADE PURSUANT TO SECTION 2.12, SUCH ASSIGNMENT WILL
RESULT IN A REDUCTION IN SUCH COMPENSATION OR PAYMENTS.
BORROWER SHALL NOT BE
RESPONSIBLE FOR ANY LOSS INCURRED BY AN ASSIGNING LENDER AS A RESULT OF SUCH
ASSIGNMENT, EXCEPT THAT BORROWER SHALL BE RESPONSIBLE FOR (X) THE REASONABLE
OUT-OF-POCKET LEGAL EXPENSES OF SUCH LENDER AND (Y) UNLESS SUCH LENDER IS BEING
REPLACED AS A RESULT OF BEING A DEFAULTING LENDER, THE FEE PAYABLE TO
ADMINISTRATIVE AGENT PURSUANT TO SECTION 12.23(2)(D) AND ANY AMOUNT PAYABLE TO
SUCH LENDER UNDER SECTION 2.9 (BREAK FUNDING PAYMENTS).
A LENDER SHALL NOT BE
REQUIRED TO MAKE ANY SUCH ASSIGNMENT AND DELEGATION IF, PRIOR THERETO, AS A
RESULT OF A WAIVER BY SUCH LENDER OR OTHERWISE, THE CIRCUMSTANCES ENTITLING
BORROWER TO REQUIRE SUCH ASSIGNMENT AND DELEGATION CEASE TO APPLY.
SECTION 2.15