have received
payment of an amount equal to the outstanding principal of its Loans, accrued
fees and all other amounts payable to it hereunder, from the assignee or the
Borrower, as the case may be, and (iii) in the case of any such assignment
resulting from a claim for compensation under Section 2.11 or payments required
to be made pursuant to Section 2.13, such assignment will result in a reduction
in such compensation or payments.
SECTION 2.16. Co-Borrower. (a) Goodyear shall have the right to elect, for any
reason, including a change in the tax laws of any relevant jurisdiction, to
designate a portion of the Loans as Co-Borrower Loans of the Co-Borrower. In
addition to the initial designation under this paragraph (a) with respect to the
Co-Borrower, Goodyear will have the ability on up to three additional occasions
during the term of this Agreement to designate additional Loans as Co-Borrower
Loans of the Co-Borrower or to designate Co-Borrower Loans of the Co-Borrower as
no longer being Co-Borrower Loans. Each such designation shall be effected by a
written notice to the Administrative Agent by Goodyear and the Co-Borrower
(1) which shall specify (A) the aggregate amount of the Loans so designated and
(B) the Borrowing or Borrowings (or portions thereof) constituting such
Co-Borrower Loans, and (2) pursuant to which the Co-Borrower shall become liable
for all of the obligations of Goodyear in respect of such specified Co-Borrower
Loans and to be bound by the terms of this Agreement in respect of such
Co-Borrower Loans, including all obligations to repay principal, to pay interest
and to pay all other amounts from time to time due in respect of such
Co-Borrower Loans, provided that Goodyear shall remain liable, on a joint and
several basis with the Co-Borrower, for all obligations of the Co-Borrower in
respect of such Co-Borrower Loans. The aggregate amount of Co-Borrower Loans at
any time outstanding shall not exceed $800,000,000. If any designation under
this paragraph (a) results in the aggregate amount of Co-Borrower Loans
outstanding exceeding $800,000,000 such designation shall be considered to be in
error and shall be void to the extent of such excess. Such excess amount shall
not constitute a Co-Borrower Loan or be part of or comprise Co-Borrower Loans
and the principal amount of the Co-Borrower Loan to which such
55
designation relates shall be restored to the amount permitted hereunder, and the
amount to which the designation relates shall be reduced to the extent necessary
such that the aggregate amount of Co-Borrower Loans outstanding shall equal, and
as intended not exceed, $800,000,000 (and such excess shall be a Borrowing
pursuant to which Goodyear is the sole Borrower hereunder). No designation under
this paragraph (a) may be given pursuant to which the Co-Borrower becomes a
co-obligor with respect to any Co-Borrower Loans unless Goodyear has delivered a
Canadian Tax Opinion to the Administrative Agent at the time of such
designation.
(b) Goodyear shall be jointly and severally liable in respect of each
Co-Borrower