SHALL NOT CONSTITUTE VOLUNTARY OR
MANDATORY PAYMENTS OR PREPAYMENTS OF LOANS FOR PURPOSES OF SECTIONS 2.12 OR
SECTION 2.13 HEREOF, AND NO PERMITTED DEBT EXCHANGE OFFER SHALL BE REQUIRED TO
BE IN ANY MINIMUM AMOUNT OR ANY MINIMUM INCREMENT THEREOF, PROVIDED THAT THE
BORROWER SHALL SPECIFY AS A CONDITION (A "MINIMUM TENDER CONDITION") TO
CONSUMMATING ANY SUCH PERMITTED DEBT EXCHANGE THAT A MINIMUM AMOUNT (TO BE
DETERMINED IN THE BORROWER'S
64
DISCRETION AND SPECIFIED IN THE RELEVANT PERMITTED DEBT EXCHANGE OFFER, BUT IN
NO EVENT LESS THAN $25,000,000, UNLESS ANOTHER AMOUNT IS AGREED TO BY THE
ADMINISTRATIVE AGENT) OF TERM LOANS OR OTHER TERM LOANS BE TENDERED.
FOR THE
AVOIDANCE OF DOUBT, IT IS UNDERSTOOD AND AGREED THAT THE PROVISIONS OF
SECTION 2.16, SECTION 2.17 AND SECTION 9.04 WILL NOT APPLY TO THE EXCHANGES OF
TERM LOANS OR OTHER TERM LOANS PURSUANT TO PERMITTED DEBT EXCHANGES MADE
PURSUANT TO AND IN ACCORDANCE WITH THE PROVISIONS OF THIS SECTION 2.24.
(C)
IN CONNECTION WITH EACH PERMITTED DEBT EXCHANGE, THE BORROWER SHALL PROVIDE
THE ADMINISTRATIVE AGENT AT LEAST TEN BUSINESS DAYS' (OR SUCH SHORTER PERIOD AS
MAY BE AGREED BY THE ADMINISTRATIVE AGENT) PRIOR WRITTEN NOTICE THEREOF, AND
SHALL AGREE TO SUCH PROCEDURES, IF ANY, AS MAY BE ESTABLISHED BY, OR ACCEPTABLE
TO, THE ADMINISTRATIVE AGENT, IN EACH CASE ACTING REASONABLY TO ACCOMPLISH THE
PURPOSES OF THIS SECTION 2.24 AND WITHOUT CONFLICT WITH SECTION 2.24(D).
(D)
NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, THE BORROWER SHALL
BE SOLELY RESPONSIBLE FOR COMPLIANCE WITH, AND HEREBY AGREES TO COMPLY WITH, ALL
APPLICABLE SECURITIES AND OTHER LAWS, INCLUDING WITHOUT LIMITATION THE
SECURITIES ACT OF 1933, AS AMENDED, AND THE RULES AND REGULATIONS OF THE
SECURITIES AND EXCHANGE COMMISSION THEREUNDER, IN CONNECTION WITH EACH PERMITTED
DEBT EXCHANGE, IT BEING UNDERSTOOD AND AGREED THAT NEITHER THE ADMINISTRATIVE
AGENT NOR ANY LENDER ASSUMES ANY RESPONSIBILITY IN CONNECTION WITH THE
BORROWER'S COMPLIANCE WITH SUCH LAWS IN CONNECTION WITH ANY PERMITTED DEBT
EXCHANGE.
WITHOUT LIMITING THE FOREGOING, THE BORROWER ACKNOWLEDGES THAT SUCH
REQUIREMENTS WILL INCLUDE (I) THE PREPARATION AND DISTRIBUTION, IN ACCORDANCE
WITH SUCH LAWS, RULES AND REGULATIONS, AN OFFER TO EXCHANGE AND RELATED OFFERING
MEMORANDUM OR PROSPECTUS AND OTHER DISCLOSURE DOCUMENTS WITH RESPECT TO THE
PERMITTED NOTES AND THE RELEVANT PERMITTED DEBT EXCHANGE OFFER, (II) THE
APPOINTMENT OF A DEALER MANAGER WITH RESPECT TO EACH SUCH PERMITTED DEBT
EXCHANGE, (III) THE TAKING OF APPROPRIATE ACTION TO ASCERTAIN THE ELIGIBILITY OF
EACH LENDER OF THE RELEVANT CLASS TO RECEIVE THE PERMITTED DEBT EXCHANGE OFFER
AND NOT MAKE ANY SUCH OFFER TO A LENDER THAT IS NOT SO ELIGIBLE AND (IV) THE
COMPLIANCE WITH ALL APPLICABLE LAWS, RULES AND REGULATIONS RELATING TO THE TIME
PERIODS DURING WHICH A PERMITTED DEBT EXCHANGE OFFER MUST REMAIN OPEN AND TO THE
ACCEPTANCE OF TENDERS THEREUNDER.
SECTION 2.25. EXTENSIONS OF LOANS.
(A)
THE BORROWER MAY FROM TIME TO TIME,
PURSUANT TO THE PROVISIONS OF THIS SECTION 2.25, AGREE WITH ONE OR MORE LENDERS
HOLDING TERM LOANS OR OTHER TERM LOANS OF ANY CLASS TO