IT IS NOT CAPABLE OF RECEIVING SUCH PAYMENTS WITHOUT
ANY DEDUCTION OR WITHHOLDING OF UNITED STATES FEDERAL INCOME TAX.
(F)
IF THE BORROWER AT ANY TIME PAYS AN AMOUNT UNDER SECTION 2.12(A),
(B) OR (C) TO ANY LENDER OR THE ADMINISTRATIVE AGENT, AND SUCH PAYEE RECEIVES A
REFUND OF OR CREDIT FOR ANY PART OF ANY INDEMNIFIED TAXES OR OTHER TAXES WHICH
SUCH PAYEE DETERMINES IN ITS SOLE JUDGMENT IS MADE WITH RESPECT TO SUCH AMOUNT
PAID BY THE BORROWER, SUCH LENDER OR THE ADMINISTRATIVE AGENT, AS THE CASE MAY
BE, SHALL PAY TO THE BORROWER THE AMOUNT OF SUCH REFUND OR CREDIT PROMPTLY, AND
IN ANY EVENT WITHIN 60 DAYS, FOLLOWING THE RECEIPT OF SUCH REFUND OR CREDIT BY
SUCH PAYEE.
2.13
MITIGATION OBLIGATIONS; REPLACEMENT OF LENDERS.
(A)
IF ANY LENDER REQUESTS COMPENSATION UNDER SECTION 2.10, OR IF THE
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,
THEN SUCH LENDER SHALL USE REASONABLE EFFORTS TO DESIGNATE A DIFFERENT
APPLICABLE 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 AMOUNTS PAYABLE PURSUANT TO SECTION
2.10 OR 2.12, AS THE CASE MAY BE, IN THE FUTURE AND (II) WOULD NOT SUBJECT SUCH
LENDER TO ANY UNREIMBURSED COST OR EXPENSE AND WOULD NOT OTHERWISE BE
DISADVANTAGEOUS TO SUCH LENDER.
THE BORROWER HEREBY AGREES TO PAY ALL
REASONABLE COSTS AND EXPENSES INCURRED BY ANY LENDER IN CONNECTION WITH ANY SUCH
DESIGNATION OR ASSIGNMENT.
(B)
IF (I) ANY LENDER REQUESTS COMPENSATION UNDER SECTION 2.10, (II)
THE 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 (III) ANY LENDER DEFAULTS IN ITS OBLIGATION TO FUND LOANS HEREUNDER, THEN THE
BORROWER MAY, AT ITS SOLE EXPENSE AND EFFORT, UPON NOTICE TO SUCH LENDER AND THE
ADMINISTRATIVE AGENT, REQUIRE SUCH LENDER TO ASSIGN AND DELEGATE, WITHOUT
RECOURSE (IN ACCORDANCE WITH AND SUBJECT TO THE RESTRICTIONS CONTAINED IN
SECTION 10.6), 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 (1) THE BORROWER
SHALL HAVE RECEIVED THE PRIOR WRITTEN CONSENT OF THE ADMINISTRATIVE AGENT, WHICH
CONSENT SHALL NOT UNREASONABLY BE WITHHELD OR DELAYED, (2) SUCH LENDER SHALL
HAVE RECEIVED PAYMENT OF AN AMOUNT EQUAL TO THE OUTSTANDING PRINCIPAL OF ITS
LOANS, ACCRUED INTEREST THEREON AND ALL OTHER AMOUNTS PAYABLE TO IT HEREUNDER,
FROM THE ASSIGNEE (TO THE EXTENT OF SUCH OUTSTANDING PRINCIPAL AND ACCRUED
INTEREST AND FEES) OR THE BORROWER (IN THE CASE OF ALL OTHER AMOUNTS), (3) THE
ASSIGNEE AND ASSIGNOR SHALL HAVE ENTERED INTO AN ASSIGNMENT AND ACCEPTANCE, AND
(4) IN THE CASE OF ANY SUCH ASSIGNMENT RESULTING FROM