(A) THROUGH (D) OF THIS
SECTION 2.16, BORROWER SHALL NOT BE REQUIRED TO PAY ANY ADDITIONAL AMOUNTS TO
ANY LENDER IN RESPECT OF UNITED STATES WITHHOLDING TAX PURSUANT TO SUCH
SUBSECTIONS (I) IF THE OBLIGATIONS TO PAY SUCH ADDITIONAL AMOUNTS WOULD NOT HAVE
ARISEN BUT FOR THE FAILURE BY SUCH LENDER TO COMPLY WITH THE REQUIREMENTS OF
SECTION 2.16 (D) OR (II) AT ANY TIME THAT SUCH LENDER SHALL NOT HAVE FURNISHED
THE BORROWER WITH SUCH FORMS LISTED IN SUBSECTION 2.16(D).
(F)
EACH LENDER AGREES THAT AS PROMPTLY AS PRACTICABLE AFTER IT
BECOMES AWARE OF THE OCCURRENCE OF AN EVENT THAT WOULD CAUSE THE BORROWER TO
MAKE ANY PAYMENT IN RESPECT OF TAXES OR OTHER CHARGES TO SUCH LENDER OR A
PAYMENT IN INDEMNIFICATION WITH RESPECT TO ANY TAXES OR OTHER CHARGES, AND IN
ANY EVENT IF SO REQUESTED BY THE BORROWER FOLLOWING SUCH OCCURRENCE, EACH LENDER
SHALL USE REASONABLE EFFORTS TO MAKE, FUND OR MAINTAIN ITS AFFECTED LOAN (OR
RELEVANT PART THEREOF) THROUGH ANOTHER LENDING OFFICE IF AS A RESULT THEREOF THE
ADDITIONAL AMOUNTS SO PAYABLE BY BORROWER WOULD BE AVOIDED OR MATERIALLY REDUCED
AND IF, IN THE REASONABLE OPINION OF SUCH LENDER, THE MAKING, FUNDING OR
MAINTAINING OF SUCH LOAN (OR RELEVANT PART THEREOF) THROUGH SUCH OTHER LENDING
OFFICE WOULD NOT IN ANY MATERIAL RESPECT BE DISADVANTAGEOUS TO SUCH LENDER OR
CONTRARY TO SUCH LENDER'S NORMAL LENDING PRACTICES.
(G)
UPON THE RECEIPT BY BORROWER FROM ANY AFFECTED LENDER OF A CLAIM FOR
COMPENSATION UNDER THIS SECTION 2.16, BORROWER MAY: (I) REQUEST ONE OR MORE OF
THE OTHER LENDERS TO ACQUIRE AND ASSUME ALL OR PART OF SUCH AFFECTED LENDER'S
LOANS; OR (II) DESIGNATE A REPLACEMENT LENDER.
ANY SUCH DESIGNATION OF A
REPLACEMENT LENDER UNDER CLAUSE (I) OR (II) SHALL BE EFFECTED IN ACCORDANCE
WITH, AND SUBJECT TO THE TERMS AND CONDITIONS OF, THE ASSIGNMENT PROVISIONS
CONTAINED IN SECTION 8.7, AND SHALL IN ANY EVENT BE SUBJECT TO THE PRIOR WRITTEN
CONSENT OF AGENT (WHICH CONSENT SHALL NOT BE UNREASONABLY WITHHELD OR DELAYED).
2.17
SUBSTITUTE BASIS FOR DETERMINING INTEREST.
IF AGENT OR MAJORITY LENDERS
SHALL DETERMINE THAT ADEQUATE AND REASONABLE MEANS DO NOT EXIST FOR DETERMINING
LIBOR; THEN, AGENT WILL PROMPTLY SO NOTIFY BORROWER.
THEREAFTER, THE OBLIGATION
OF LENDERS TO MAINTAIN LOANS ACCRUING INTEREST AT LIBOR HEREUNDER SHALL BE
SUSPENDED UNTIL AGENT (UPON THE INSTRUCTION OF MAJORITY LENDERS) REVOKES SUCH
NOTICE IN WRITING, AND ALL OUTSTANDING LOANS SHALL ACCRUE INTEREST AT THE PRIME
RATE PLUS TWO AND A HALF PERCENT (2.5%) PER ANNUM.
SECTION 3.
CONDITIONS PRECEDENT.
3.1
CONDITIONS PRECEDENT TO THE RESTRUCTURING.
THE OBLIGATION OF AGENT
AND EACH LENDER TO CONSUMMATE THE RESTRUCTURING SHALL BE SUBJECT TO THE
SATISFACTION OR WAIVER OF EACH OF THE CONDITIONS PRECEDENT SET FORTH IN SECTION
5.2 OF THE EXCHANGE AGREEMENT BY LENDERS AND THE OTHER PARTIES TO THE EXCHANGE
AGREEMENT.
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SECTION 4.
REPRESENTATIONS AND WARRANTIES.
4.1
REPRESENTATIONS AND WARRANTIES OF HOLDINGS, BORROWER AND ADDITIONAL
BORROWER.
EACH OF THE REPRESENTATIONS AND WARRANTIES OF HOLDINGS, BORROWER AND
ADDITIONAL BORROWER TO ANY PERSON