ANY PROPOSED LIBOR INTEREST
PERIOD, THEN THE AGENT SHALL GIVE THE COMPANY NOTICE THEREOF AND THEREUPON,
(A) ANY RATE SELECTION NOTICE PREVIOUSLY GIVEN BY THE COMPANY DESIGNATING A
LIBOR RATE WHICH HAS NOT COMMENCED AS OF THE DATE OF SUCH NOTICE FROM THE AGENT
SHALL BE DEEMED FOR ALL PURPOSES HEREOF TO BE OF NO FORCE AND EFFECT, AS IF
NEVER GIVEN, AND (B) UNTIL THE AGENT SHALL NOTIFY THE COMPANY THAT THE
CIRCUMSTANCES GIVING RISE TO SUCH NOTICE FROM THE AGENT NO LONGER EXIST, EACH
RATE SELECTION NOTICE REQUESTING A LIBOR RATE BORROWING SHALL BE DEEMED A
REQUEST FOR AN ALTERNATE BASE RATE BORROWING, AND EACH OUTSTANDING LIBOR RATE
BORROWING THEN IN EFFECT SHALL BE CONVERTED, WITHOUT ANY NOTICE TO OR FROM THE
COMPANY, UPON THE TERMINATION OF THE LIBOR INTEREST PERIOD THEN IN EFFECT, TO AN
ALTERNATE BASE RATE BORROWING.
(D)
INDEMNIFICATION.
THE COMPANY SHALL INDEMNIFY THE AGENT AND EACH
OF THE LENDERS AGAINST AND HOLD EACH OF THEM HARMLESS FROM ANY LOSS OR EXPENSE
WHICH THEY MAY INCUR OR SUSTAIN AS A CONSEQUENCE OF ANY UNTIMELY PAYMENT
(MANDATORY OR OPTIONAL) OR DEFAULT BY THE COMPANY IN THE PAYMENT OF ANY
PRINCIPAL AMOUNT OF OR INTEREST ON THE LOANS, OR ANY FAILURE BY THE COMPANY TO
CONVERT OR TO BORROW ANY LIBOR RATE BORROWING ON THE DATE SPECIFIED BY THE
COMPANY, IN EACH CASE INCLUDING ANY
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INTEREST PAYABLE BY ANY LENDER TO THE LENDERS OF THE FUNDS OBTAINED BY IT IN
ORDER TO MAKE OR MAINTAIN ANY LIBOR RATE BORROWING (OR ANY PORTION THEREOF),
AND, TO THE EXTENT NOT COVERED ABOVE, ANY CONSEQUENTIAL LOSS.
THIS AGREEMENT
SHALL SURVIVE THE PAYMENT OF THE LOANS.
A CERTIFICATE AS TO ANY ADDITIONAL
AMOUNTS PAYABLE PURSUANT TO THIS PARAGRAPH SUBMITTED BY THE AGENT OR ANY LENDER
TO THE COMPANY SHALL BE CONCLUSIVE AND BINDING UPON THE COMPANY, ABSENT MANIFEST
ERROR, PROVIDED THE CALCULATION THEREOF IS SET FORTH IN REASONABLE DETAIL IN
SUCH NOTICE.
SECTION 2.11
PAYMENT DATES.
WHENEVER ANY PAYMENT TO BE MADE HEREUNDER IN
RESPECT OF THE LOANS SHALL BE STATED TO BE DUE ON A DAY WHICH IS NEITHER A
BUSINESS DAY NOR A LIBOR BUSINESS DAY, SUCH PAYMENT MAY BE MADE ON THE NEXT
SUCCEEDING BUSINESS DAY, OR, SUBJECT TO THE DEFINITION OF LIBOR INTEREST PERIOD
IN THE CASE OF ANY PAYMENT OF THE LOANS TO WHICH THE LIBOR RATE APPLIES, ON THE
NEXT SUCCEEDING LIBOR BUSINESS DAY, AND SUCH EXTENSION OF TIME SHALL IN EACH
SUCH CASE BE INCLUDED IN COMPUTING INTEREST AND COMMITMENT FEES IN CONNECTION
WITH SUCH PAYMENT.
SECTION 2.12
SHARING OF PAYMENTS, ETC.
THE COMPANY AGREES THAT, IN ADDITION TO
(AND WITHOUT LIMITATION OF) ANY RIGHT OF SET-OFF, BANKERS' LIEN OR COUNTERCLAIM
A LENDER MAY OTHERWISE HAVE, UPON THE OCCURRENCE AND DURING THE CONTINUANCE OF
ANY EVENT OF DEFAULT, EACH LENDER SHALL BE ENTITLED, AT ITS OPTION, TO OFFSET
BALANCES HELD BY IT FOR THE ACCOUNT OF THE COMPANY AT ANY OF ITS OFFICES AGAINST
ANY PRINCIPAL OF OR INTEREST ON ANY OF