SUCH LIBOR LOAN AT ANOTHER BRANCH OR OFFICE OF THAT LENDER
WITHOUT, IN THAT LENDER'S OPINION, ADVERSELY AFFECTING IT OR ITS LOANS OR THE
INCOME OBTAINED THEREFROM, ON NOTICE THEREOF AND DEMAND THEREFOR BY SUCH LENDER
TO BORROWER THROUGH AGENT, (I) THE OBLIGATION OF SUCH LENDER TO AGREE TO MAKE OR
TO MAKE OR TO CONTINUE TO FUND OR MAINTAIN LIBOR LOANS SHALL TERMINATE AND
(II) BORROWER SHALL FORTHWITH PREPAY IN FULL ALL OUTSTANDING LIBOR LOANS OWING
TO SUCH LENDER,
24
TOGETHER WITH INTEREST ACCRUED THEREON, UNLESS BORROWER, WITHIN FIVE (5)
BUSINESS DAYS AFTER THE DELIVERY OF SUCH NOTICE AND DEMAND, CONVERTS ALL LIBOR
LOANS INTO INDEX RATE LOANS.
(D)
WITHIN FIFTEEN (15) DAYS AFTER RECEIPT BY
BORROWER OF WRITTEN NOTICE AND DEMAND FROM ANY LENDER (AN "AFFECTED LENDER") AS
PROVIDED IN SECTIONS 1.15(A), 1.15(B), 1.16(A) OR 1.16(B), BORROWER MAY, AT ITS
OPTION, NOTIFY AGENT AND SUCH AFFECTED LENDER OF ITS INTENTION TO REPLACE THE
AFFECTED LENDER.
SO LONG AS NO DEFAULT OR EVENT OF DEFAULT HAS OCCURRED AND IS
CONTINUING, BORROWER, WITH THE CONSENT OF AGENT, MAY OBTAIN, AT BORROWER'S
EXPENSE, A REPLACEMENT LENDER ("REPLACEMENT LENDER") FOR THE AFFECTED LENDER,
WHICH REPLACEMENT LENDER MUST BE REASONABLY SATISFACTORY TO AGENT.
IF BORROWER
OBTAINS A REPLACEMENT LENDER WITHIN 180 DAYS FOLLOWING NOTICE OF ITS INTENTION
TO DO SO, THE AFFECTED LENDER MUST SELL AND ASSIGN ITS LOANS AND COMMITMENTS TO
SUCH REPLACEMENT LENDER FOR AN AMOUNT EQUAL TO THE PRINCIPAL BALANCE OF ALL
LOANS HELD BY THE AFFECTED LENDER AND ALL ACCRUED INTEREST AND FEES WITH RESPECT
THERETO THROUGH THE DATE OF SUCH SALE; PROVIDED, THAT BORROWER SHALL HAVE
REIMBURSED SUCH AFFECTED LENDER FOR THE ADDITIONAL AMOUNTS OR INCREASED COSTS
THAT IT IS ENTITLED TO RECEIVE UNDER SECTIONS 1.15(A), 1.15(B), 1.16(A) OR
1.16(B) THROUGH THE DATE OF SUCH SALE AND ASSIGNMENT.
NOTWITHSTANDING THE
FOREGOING, BORROWER SHALL NOT HAVE THE RIGHT TO OBTAIN A REPLACEMENT LENDER IF
THE AFFECTED LENDER RESCINDS ITS DEMAND FOR INCREASED COSTS OR ADDITIONAL
AMOUNTS WITHIN 15 DAYS FOLLOWING ITS RECEIPT OF BORROWER'S NOTICE OF INTENTION
TO REPLACE SUCH AFFECTED LENDER.
FURTHERMORE, IF BORROWER GIVES A NOTICE OF
INTENTION TO REPLACE AND DOES NOT SO REPLACE SUCH AFFECTED LENDER WITHIN 180
DAYS THEREAFTER, BORROWER'S RIGHTS UNDER THIS SECTION 1.16(D) SHALL TERMINATE
WITH RESPECT TO THE INCREASED COSTS OR ADDITIONAL AMOUNTS OF SUCH AFFECTED
LENDER GIVING RISE TO SUCH NOTICE TO REPLACE SUCH AFFECTED LENDER AND BORROWER
SHALL PROMPTLY PAY ALL INCREASED COSTS AND OR ADDITIONAL AMOUNTS DEMANDED BY
SUCH AFFECTED LENDER PURSUANT TO SECTIONS 1.15(A), 1.15(B), 1.16(A) AND 1.16(B).
1.17
CREDIT SUPPORT
(A)
ALL LOANS TO BORROWER AND ALL OF THE OTHER
OBLIGATIONS OF BORROWER AND THE OBLIGATIONS OF SECURED GUARANTORS ARISING UNDER
THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS SHALL CONSTITUTE ONE GENERAL
OBLIGATION OF BORROWER AND SECURED GUARANTORS SECURED, UNTIL THE TERMINATION
DATE, BY ALL OF THE U.S. COLLATERAL.
(B)
ALL OBLIGATIONS OF SCHAUBLIN FOR THE
REPAYMENT OF THE SCHAUBLIN INTERCOMPANY LOANS SHALL BE SECURED BY THE FOREIGN
COLLATERAL OF SCHAUBLIN GRANTED TO SCHAUBLIN HOLDING