THE
OBLIGATIONS AND THE TERMINATION OF THE COMMITMENTS.
SECTION 4.12
Mitigation Obligations; Replacement of Lenders.
(A)
DESIGNATION OF A DIFFERENT LENDING OFFICE. IF ANY LENDER REQUESTS
COMPENSATION UNDER SECTION 4.10, OR REQUIRES THE BORROWER TO PAY ANY ADDITIONAL
AMOUNT TO ANY LENDER OR ANY GOVERNMENTAL AUTHORITY FOR THE ACCOUNT OF ANY LENDER
PURSUANT TO SECTION 4.11, 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 AMOUNTS PAYABLE PURSUANT TO SECTION
4.10 OR SECTION 4.11, 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)
REPLACEMENT OF LENDERS.
IF ANY LENDER REQUESTS COMPENSATION UNDER
SECTION 4.10, 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 4.11, OR IF 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, AND CONSENTS REQUIRED BY, SECTION 13.10), ALL OF ITS INTERESTS,
RIGHTS AND OBLIGATIONS UNDER THIS AGREEMENT AND THE RELATED LOAN DOCUMENTS TO AN
ASSIGNEE THAT SHALL ASSUME SUCH OBLIGATIONS (WHICH ASSIGNEE MAY BE ANOTHER
LENDER, IF A LENDER ACCEPTS SUCH ASSIGNMENT); PROVIDED THAT
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(I)
THE BORROWER (OR IN THE CASE OF AN ASSIGNMENT RESULTING FROM A
LENDER DEFAULTING IN ITS OBLIGATION TO FUND LOANS HEREUNDER, SUCH DEFAULTING
LENDER) SHALL HAVE PAID TO THE ADMINISTRATIVE AGENT THE ASSIGNMENT FEE SPECIFIED
IN SECTION 13.10,
(II)
SUCH LENDER SHALL HAVE RECEIVED PAYMENT OF AN AMOUNT EQUAL TO THE
OUTSTANDING PRINCIPAL OF ITS LOANS AND PARTICIPATIONS IN LETTERS OF CREDIT,
ACCRUED INTEREST THEREON, ACCRUED FEES AND ALL OTHER AMOUNTS PAYABLE TO IT
HEREUNDER AND UNDER THE OTHER LOAN DOCUMENTS (INCLUDING ANY AMOUNTS UNDER
SECTION 4.9) 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),
(III)
IN THE CASE OF ANY SUCH ASSIGNMENT RESULTING FROM A CLAIM FOR
COMPENSATION UNDER SECTION 4.10 OR PAYMENTS REQUIRED TO BE MADE PURSUANT TO
SECTION 4.11, SUCH ASSIGNMENT WILL RESULT IN A REDUCTION IN SUCH COMPENSATION OR
PAYMENTS THEREAFTER, AND
(IV)
SUCH ASSIGNMENT DOES NOT CONFLICT WITH APPLICABLE LAW.
A Lender shall not be required to make any such assignment or delegation if,
prior thereto, as a result of a waiver by such Lender or otherwise, the
circumstances entitling the Borrower