OR ADMINISTRATIVE AGENT) A BORROWING OF, OR
CONVERSION FROM OR INTO, LIBOR LOANS DOES NOT OCCUR ON A DATE SPECIFIED THEREFOR
IN A NOTICE OF BORROWING OR NOTICE OF CONVERSION/CONTINUATION (WHETHER OR NOT
WITHDRAWN BY COMPANY OR DEEMED WITHDRAWN PURSUANT TO SECTION 2.6B); (II) IF ANY
PREPAYMENT OR REPAYMENT (INCLUDING ANY PREPAYMENT OR REPAYMENT MADE PURSUANT TO
SECTION 2.4B(I) OR AS A RESULT OF AN ACCELERATION OF THE LOANS PURSUANT TO
SECTION 8) OR CONVERSION OF ANY OF ITS LIBOR LOANS UNDER SECTION 2.2D OCCURS ON
A DATE WHICH IS NOT THE LAST DAY OF AN INTEREST PERIOD WITH RESPECT THERETO;
(III) IF ANY PREPAYMENT OF ANY OF ITS LIBOR LOANS IS NOT MADE ON ANY DATE
SPECIFIED IN A NOTICE OF PREPAYMENT GIVEN BY COMPANY; OR (IV) AS A CONSEQUENCE
OF (X) ANY OTHER DEFAULT BY COMPANY TO REPAY LIBOR LOANS WHEN REQUIRED BY THE
TERMS OF THIS AGREEMENT OR ANY NOTE HELD BY SUCH LENDER OR (Y) ANY ELECTION MADE
PURSUANT TO SECTION 2.6C.
65
E.
BOOKING OF LIBOR LOANS.
ANY LENDER MAY
MAKE, CARRY OR TRANSFER LIBOR LOANS AT, TO, OR FOR THE ACCOUNT OF ANY OF ITS
BRANCH OFFICES OR THE OFFICE OF AN AFFILIATE OF THAT LENDER.
F.
LIBOR LOANS AFTER DEFAULT.
IF, AFTER
THE OCCURRENCE OF AND DURING THE CONTINUATION OF A POTENTIAL EVENT OF DEFAULT OR
AN EVENT OF DEFAULT, ADMINISTRATIVE AGENT OR REQUISITE LENDERS HAVE DETERMINED
IN ITS OR THEIR SOLE DISCRETION NOT TO PERMIT THE MAKING OR CONTINUATION OF ANY
LOANS AS, OR THE CONVERSION OF ANY LOANS TO, LIBOR LOANS AND ADMINISTRATIVE
AGENT HAS SO NOTIFIED COMPANY IN WRITING (I) COMPANY MAY NOT ELECT TO HAVE ANY
LOANS BE MADE AS OR CONVERTED TO LIBOR LOANS OR ELECT TO HAVE ANY OUTSTANDING
LIBOR LOANS CONTINUED AS SUCH AFTER THE EXPIRATION OF THE INTEREST PERIODS THEN
IN EFFECT FOR SUCH LIBOR LOANS, AND (II) SUBJECT TO THE PROVISIONS OF
SECTION 2.6D, ANY NOTICE OF BORROWING OR NOTICE OF CONVERSION/CONTINUATION GIVEN
BY COMPANY WITH RESPECT TO A REQUESTED BORROWING OR CONVERSION/CONTINUATION IN
RESPECT OF LIBOR LOANS THAT HAS NOT YET OCCURRED SHALL BE DEEMED TO BE RESCINDED
BY COMPANY.
2.7
Increased Costs; Capital Adequacy.
A.
COMPENSATION FOR INCREASED COSTS.
IN THE
EVENT THAT ANY LENDER SHALL REASONABLY DETERMINE (WHICH DETERMINATION SHALL,
ABSENT CLEARLY DEMONSTRABLE ERROR, BE FINAL AND CONCLUSIVE AND BINDING UPON ALL
PARTIES HERETO) THAT THE INTRODUCTION OR ADOPTION (AFTER THE DATE HEREOF) OF ANY
LAW, TREATY OR GOVERNMENTAL RULE, REGULATION OR ORDER, OR THAT ANY CHANGE (AFTER
THE DATE HEREOF) IN ANY LAW, TREATY OR GOVERNMENTAL RULE, REGULATION OR ORDER OR
IN THE INTERPRETATION, ADMINISTRATION OR APPLICATION THEREOF, OR THAT ANY
DETERMINATION (AFTER THE DATE HEREOF) BY A COURT OR GOVERNMENTAL AUTHORITY, OR
THAT COMPLIANCE BY SUCH LENDER WITH ANY GUIDELINE, REQUEST OR DIRECTIVE ISSUED
OR MADE (AFTER THE DATE HEREOF) BY ANY CENTRAL BANK OR OTHER GOVERNMENTAL OR
QUASI-GOVERNMENTAL AUTHORITY (WHETHER OR NOT HAVING THE FORCE OF LAW), IN ANY
SUCH CASE:
(I)
IMPOSES, MODIFIES OR HOLDS APPLICABLE