AUTHORITY) TO THE
ADMINISTRATIVE AGENT OR SUCH LENDER IN THE EVENT THE ADMINISTRATIVE AGENT OR
SUCH LENDER IS REQUIRED TO REPAY SUCH REFUND TO SUCH GOVERNMENTAL AUTHORITY.
THIS SUBSECTION 4.12 SHALL NOT BE CONSTRUED TO REQUIRE THE ADMINISTRATIVE AGENT
OR ANY LENDER TO MAKE AVAILABLE ITS TAX RETURNS (OR ANY OTHER INFORMATION
RELATING TO ITS TAXES WHICH IT DEEMS CONFIDENTIAL) TO THE BORROWER OR ANY OTHER
PERSON.
4.13.
USE OF PROCEEDS.
THE PROCEEDS OF THE LOANS SHALL BE USED TO FUND
THE REFINANCING AND THE OTHER TRANSACTIONS ON THE CLOSING DATE AND THEREAFTER
FOR THE GENERAL WORKING CAPITAL AND GENERAL CORPORATE PURPOSES OF THE BORROWER
AND ITS SUBSIDIARIES, OR FOR ANY ACQUISITIONS CONSUMMATED AFTER THE CLOSING
DATE.
THE LETTERS OF CREDIT SHALL BE USED FOR THE PURPOSES SET FORTH IN
SUBSECTION 3.8.
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4.14.
Change in Lending Office; Replacement of Lender.
(A)
EACH LENDER AGREES THAT IF IT MAKES ANY DEMAND FOR PAYMENT UNDER
SUBSECTION 4.10 OR 4.12, OR IF ANY ADOPTION OR CHANGE OF THE TYPE DESCRIBED IN
SUBSECTION 4.9 SHALL OCCUR WITH RESPECT TO IT, IT WILL USE REASONABLE EFFORTS
(CONSISTENT WITH ITS INTERNAL POLICY AND LEGAL AND REGULATORY RESTRICTIONS AND
SO LONG AS SUCH EFFORTS WOULD NOT BE DISADVANTAGEOUS TO IT, AS DETERMINED IN ITS
SOLE DISCRETION) TO DESIGNATE A DIFFERENT LENDING OFFICE OR TO ASSIGN ITS RIGHTS
AND OBLIGATIONS HEREUNDER TO ANOTHER OF ITS OFFICES, BRANCHES OR AFFILIATES IF
SUCH DESIGNATION OR ASSIGNMENT WOULD REDUCE OR OBVIATE THE NEED FOR THE BORROWER
TO MAKE PAYMENTS UNDER SUBSECTION 4.10 OR 4.12, OR WOULD ELIMINATE OR REDUCE THE
EFFECT OF ANY ADOPTION OR CHANGE DESCRIBED IN SUBSECTION 4.9.
(B)
IF ANY LENDER REQUESTS ANY PAYMENT UNDER SUBSECTION 4.10 OR 4.12,
THE BORROWER SHALL HAVE THE RIGHT TO REPLACE SUCH LENDER WITH ONE OR MORE
REPLACEMENT LENDERS, EACH OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE
ADMINISTRATIVE AGENT; PROVIDED THAT (I) THE BORROWER SHALL REPAY (OR THE
REPLACEMENT LENDER SHALL PURCHASE) ALL LOANS AND OTHER AMOUNTS OWING HEREUNDER
TO SUCH REPLACED LENDER PRIOR TO THE DATE OF REPLACEMENT, (II) UNTIL SUCH TIME
AS SUCH REPLACEMENT SHALL BE CONSUMMATED, THE BORROWER SHALL PAY ADDITIONAL
AMOUNTS (IF ANY) REQUIRED PURSUANT TO SUBSECTION 4.10 OR 4.12 FOR THE PERIOD
PRIOR TO REPLACEMENT AND (III) ANY SUCH REPLACEMENT SHALL NOT BE DEEMED TO BE A
WAIVER OF ANY RIGHTS WHICH THE BORROWER, THE ADMINISTRATIVE AGENT OR ANY OTHER
LENDER SHALL HAVE AGAINST THE REPLACED LENDER.
4.15.
BREAK FUNDING PAYMENTS.
IN THE EVENT OF (A) THE PAYMENT OF ANY
PRINCIPAL OF ANY EURODOLLAR LOAN OTHER THAN ON THE LAST DAY OF AN INTEREST
PERIOD APPLICABLE THERETO (INCLUDING, WITHOUT LIMITATION, AS A RESULT OF AN
EVENT OF DEFAULT), (B) THE CONVERSION OF ANY EURODOLLAR OTHER THAN ON THE LAST
DAY OF AN INTEREST PERIOD APPLICABLE THERETO, OR (C) THE FAILURE TO BORROW,
CONVERT, CONTINUE OR PREPAY ANY EURODOLLAR LOAN ON THE DATE SPECIFIED IN ANY
NOTICE DELIVERED PURSUANT HERETO, THEN, IN ANY SUCH EVENT, THE BORROWER SHALL
COMPENSATE EACH LENDER FOR THE LOSS, COST