MORE THAN 90 DAYS PRIOR TO RECEIPT BY THE PARENT OF THE
CERTIFICATE FROM THE AFFECTED LENDER PURSUANT TO SECTION 3.5.5 OR (B) UNDER
SECTION 3.2.4, ARISING FROM THE TERMINATION OF LIBOR PRICING OPTIONS MORE THAN
90 DAYS PRIOR TO THE DEMAND BY THE AGENT FOR PAYMENT UNDER SECTION 3.2.4.
3.5.7
REPLACEMENT OF LENDERS.
ON EACH OCCASION THAT A LENDER EITHER
MAKES A DEMAND FOR COMPENSATION PURSUANT TO SECTION 3.5.5 IN AN AMOUNT IN EXCESS
OF THE AMOUNT THAT THE BORROWERS WOULD HAVE HAD TO PAY PURSUANT TO SUCH SECTION
IF SUCH LENDER'S COMMITMENT WERE HELD BY WELLS FARGO OR IS UNABLE TO FUND OR
MAINTAIN LIBOR LOANS PURSUANT TO SECTION 3.2.1, THE BORROWERS MAY, UPON AT LEAST
10 BANKING DAYS' PRIOR WRITTEN NOTICE TO EACH OF SUCH LENDER AND THE AGENT, IN
WHOLE PERMANENTLY REPLACE THE COMMITMENT OF SUCH LENDER; PROVIDED, HOWEVER, THAT
THE BORROWERS WILL REPLACE SUCH COMMITMENT WITH THE COMMITMENT OF A COMMERCIAL
BANK WHICH IS REASONABLY SATISFACTORY TO THE REMAINING LENDERS (A "REPLACEMENT
LENDER").
SUCH REPLACEMENT LENDER WILL UPON THE EFFECTIVE DATE OF REPLACEMENT
PURCHASE THE CREDIT OBLIGATIONS OWED TO SUCH REPLACED LENDER FOR THE AGGREGATE
AMOUNT THEREOF AND WILL THEREUPON FOR ALL PURPOSES BECOME A "LENDER" HEREUNDER.
SUCH NOTICE FROM THE BORROWERS WILL SPECIFY AN EFFECTIVE DATE FOR THE
REPLACEMENT OF SUCH LENDER'S COMMITMENT, WHICH DATE WILL NOT BE EARLIER THAN THE
TENTH DAY AFTER THE DAY SUCH NOTICE IS GIVEN.
ON THE EFFECTIVE DATE OF ANY
REPLACEMENT OF SUCH LENDER'S COMMITMENT PURSUANT TO THIS SECTION 3.5.7, THE
BORROWERS WILL PAY TO THE AGENT FOR THE ACCOUNT OF SUCH LENDER (I) ANY AMOUNTS
DUE TO SUCH LENDER TO THE DATE OF SUCH REPLACEMENT, (II) ACCRUED INTEREST ON THE
PRINCIPAL AMOUNT OF OUTSTANDING BASE RATE LOANS AND LIBOR LOANS MADE BY SUCH
LENDER TO THE DATE OF SUCH REPLACEMENT, AND (III) THE AMOUNTS PAYABLE TO SUCH
LENDER PURSUANT TO SECTIONS 3.2.4 AND 3.5, AS APPLICABLE.
THE BORROWERS WILL BE
LIABLE TO SUCH REPLACED LENDER FOR COSTS THAT SUCH LENDER MAY SUSTAIN OR INCUR
PURSUANT TO SECTION 3.5.2 AS A DIRECT CONSEQUENCE OF REPAYMENT OF SUCH LENDER'S
PERCENTAGE INTEREST OF THE AGGREGATE PRINCIPAL AMOUNT OF THE LOANS.
UPON THE
EFFECTIVE DATE OF REPAYMENT OF ANY LENDER'S COMMITMENT PURSUANT TO THIS
SECTION 3.5.7, SUCH LENDER WILL CEASE TO BE A "LENDER" HEREUNDER.
NO SUCH
TERMINATION OF ANY SUCH LENDER'S COMMITMENT AND THE PURCHASE OF SUCH LENDER'S
PERCENTAGE INTEREST OF THE AGGREGATE PRINCIPAL AMOUNT OF THE LOANS PURSUANT TO
THIS SECTION 3.5.7 WILL AFFECT (X) ANY LIABILITY OR OBLIGATION OF THE BORROWERS
OR ANY OTHER LENDER TO SUCH TERMINATED LENDER WHICH ACCRUED ON OR PRIOR TO THE
DATE OF SUCH TERMINATION, OR (Y) SUCH TERMINATED LENDER'S RIGHTS HEREUNDER IN
RESPECT OF ANY SUCH LIABILITY OR OBLIGATION.
38
4.
Payment.
4.1
Payment at Maturity.
On the Final Maturity Date or any
accelerated maturity of the Loans, the Borrowers will pay to the Agent for the
account of the Lenders an amount equal to the aggregate outstanding principal
amount of