5.1 OR 5.2, THE BORROWER SHALL, AFTER RECEIPT OF
A WRITTEN REQUEST BY SUCH LENDER (WHICH REQUEST SHALL SET FORTH IN REASONABLE
DETAIL THE BASIS FOR REQUESTING SUCH AMOUNT), PAY TO THE ADMINISTRATIVE AGENT
FOR THE ACCOUNT OF SUCH LENDER ANY AMOUNTS REQUIRED TO COMPENSATE SUCH LENDER
FOR ANY ADDITIONAL LOSSES, COSTS OR EXPENSES THAT SUCH LENDER MAY REASONABLY
INCUR AS A RESULT OF SUCH PAYMENT, FAILURE TO CONVERT, FAILURE TO CONTINUE OR
FAILURE TO PREPAY, INCLUDING ANY LOSS, COST OR EXPENSE (EXCLUDING LOSS OF
ANTICIPATED PROFITS) ACTUALLY INCURRED BY REASON OF THE LIQUIDATION OR
REEMPLOYMENT OF DEPOSITS OR OTHER FUNDS ACQUIRED BY ANY LENDER TO FUND OR
MAINTAIN SUCH LIBOR LOAN.
2.12
CHANGE OF LENDING OFFICE.
EACH LENDER AGREES
THAT, UPON THE OCCURRENCE OF ANY EVENT GIVING RISE TO THE OPERATION OF SECTION
2.10(A)(II), 2.10(A)(III), 2.10(B) OR 5.4 WITH RESPECT TO SUCH LENDER, IT WILL,
IF REQUESTED BY THE BORROWER USE REASONABLE EFFORTS (SUBJECT TO OVERALL POLICY
CONSIDERATIONS OF SUCH LENDER) TO DESIGNATE ANOTHER LENDING OFFICE FOR ANY LOANS
AFFECTED BY SUCH EVENT, PROVIDED THAT SUCH DESIGNATION IS MADE ON SUCH TERMS
THAT SUCH LENDER AND ITS LENDING OFFICE SUFFER NO ECONOMIC, LEGAL OR REGULATORY
DISADVANTAGE, WITH THE OBJECT OF AVOIDING THE CONSEQUENCE OF THE EVENT GIVING
RISE TO THE OPERATION OF ANY SUCH SECTION. NOTHING IN THIS SECTION 2.12 SHALL
AFFECT OR POSTPONE ANY OF THE OBLIGATIONS OF THE BORROWER OR THE RIGHT OF ANY
LENDER PROVIDED IN SECTION 2.10 OR 5.4.
2.13.
NOTICE OF CERTAIN COSTS.
NOTWITHSTANDING ANYTHING
IN THIS AGREEMENT TO THE CONTRARY, TO THE EXTENT ANY NOTICE REQUIRED BY SECTION
2.10, 2.11 OR 5.4 IS GIVEN BY ANY LENDER MORE THAN 120 DAYS AFTER SUCH LENDER
HAS KNOWLEDGE (OR SHOULD HAVE HAD KNOWLEDGE) OF THE OCCURRENCE OF THE EVENT
GIVING RISE TO THE ADDITIONAL COST, REDUCTION IN AMOUNTS, LOSS, TAX OR OTHER
ADDITIONAL AMOUNTS DESCRIBED IN SUCH SECTIONS, SUCH LENDER SHALL NOT BE ENTITLED
TO COMPENSATION UNDER SECTION 2.10, 2.11 OR 5.4, AS THE CASE MAY BE, FOR ANY
SUCH AMOUNTS INCURRED OR ACCRUING PRIOR TO THE 121ST DAY PRIOR TO THE GIVING OF
SUCH NOTICE TO THE BORROWER.
2.14
PERMANENT REFINANCING.
(A)
ON THE INTERIM LOAN CONVERSION DATE, ALL
OUTSTANDING SENIOR SUBORDINATED INTERIM LOANS SHALL BE CONVERTED INTO TERM LOANS
(EACH, A "SENIOR SUBORDINATED TERM LOAN") HAVING AN AGGREGATE PRINCIPAL AMOUNT
EQUAL TO THE UNPAID PRINCIPAL AMOUNT OF SUCH
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SENIOR SUBORDINATED INTERIM LOANS, IN EACH CASE TO THE EXTENT SUCH LOANS ARE NOT
REPAID IN WHOLE OR IN PART IN CASH OR ON OR PRIOR TO SUCH DATE.
(B)
(I) ON THE FIFTEENTH (15TH) DAY OF EACH
CALENDAR MONTH (EACH, AN "EXCHANGE DATE"), OR IF SUCH DAY IS NOT A BUSINESS DAY,
THE PRECEDING BUSINESS DAY, ON OR AFTER THE INTERIM LOAN CONVERSION DATE, AT THE
OPTION OF THE APPLICABLE LENDER, THE SENIOR SUBORDINATED TERM LOANS MAY BE
EXCHANGED IN WHOLE OR IN PART FOR ONE OR MORE SENIOR SUBORDINATED NOTES HAVING
AN AGGREGATE PRINCIPAL AMOUNT EQUAL TO THE UNPAID PRINCIPAL AMOUNT