Annex C.
"LIBOR Breakage Fee" means an amount equal to the amount of any losses,
expenses, liabilities (including, without limitation, any loss (including
interest paid) and lost opportunity cost (consisting of the present value of the
difference between the LIBOR Rate in effect for the Interest Period and any
lower LIBOR Rate in effect at the time of prepayment for the remainder of the
Interest Period) in connection with the re-employment of such funds) that any
Lender may sustain as a result of (i) any failure by Borrower to make any
borrowing of, or to convert or continue any LIBOR Loan following Borrower's
delivery to Agent of any LIBOR Loan request in respect thereof or (ii) any
payment of a LIBOR Loan on any day that is not the last day of the LIBOR Period
applicable thereto (regardless of the source of such prepayment and whether
voluntary, by acceleration or otherwise).
For purposes of calculating amounts
payable to a Lender under Section 1.3(d), each Lender shall be deemed to have
actually funded its relevant LIBOR Loan through the purchase of a deposit
bearing interest at LIBOR in an amount equal to the amount of that LIBOR Loan
and having a maturity and repricing characteristics comparable to the relevant
LIBOR Period; provided, however, that each Lender
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may fund each of its LIBOR Loans in any manner it sees fit, and the foregoing
assumption shall be utilized only for the calculation of amounts payable under
Section 1.3(d).
"LIBOR Business Day" means a Business Day on which banks in the City of London
are generally open for interbank or foreign exchange transactions.
"LIBOR Loans" means a Loan or any portion thereof bearing interest by reference
to the LIBOR Rate.
"LIBOR Period" means, with respect to any LIBOR Loan, each period commencing on
a LIBOR Business Day selected by Borrower pursuant to this Agreement and ending
one, two, three, six, or if acceptable to all Lenders for the relevant Loan,
nine or twelve, months thereafter, as selected by Borrower's irrevocable notice
to Agent as set forth in Section 1.2(e); provided, that the foregoing provision
relating to LIBOR Periods is subject to the following:
(A)
IF ANY LIBOR PERIOD WOULD OTHERWISE END ON A DAY THAT IS NOT A LIBOR
BUSINESS DAY, SUCH LIBOR PERIOD SHALL BE EXTENDED TO THE NEXT SUCCEEDING LIBOR
BUSINESS DAY UNLESS THE RESULT OF SUCH EXTENSION WOULD BE TO CARRY SUCH LIBOR
PERIOD INTO ANOTHER CALENDAR MONTH IN WHICH EVENT SUCH LIBOR PERIOD SHALL END ON
THE IMMEDIATELY PRECEDING LIBOR BUSINESS DAY;
(B)
(I) ANY LIBOR PERIOD FOR A REVOLVING LOAN THAT WOULD OTHERWISE EXTEND
BEYOND THE DATE SET FORTH IN CLAUSE (A) OF THE DEFINITION OF "COMMITMENT
TERMINATION DATE" SHALL END TWO (2) LIBOR BUSINESS DAYS PRIOR TO SUCH DATE AND
(II) ANY LIBOR PERIOD FOR A TERM LOAN THAT WOULD OTHERWISE EXTEND BEYOND THE
TERM LOAN MATURITY DATE SHALL END TWO (2) LIBOR BUSINESS DAYS PRIOR TO SUCH
DATE;
(C)
ANY LIBOR PERIOD THAT BEGINS ON