OPTIONS MORE THAN NINETY (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 3.5.5 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 TEN (10) BANKING DAYS' PRIOR WRITTEN NOTICE TO EACH OF SUCH
LENDER AND THE AGENT, IN WHOLE PERMANENTLY REPLACE THE
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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.
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 the Loans then
due, together with all accrued and unpaid interest and fees with respect thereto
and all other Credit Obligations then outstanding.
4.2 Voluntary Reductions and Prepayments.
4.2.1
VOLUNTARY