THE CASE OF CLAUSE (I) ABOVE, TO ADMINISTRATIVE AGENT OF SUCH DETERMINATION
(WHICH NOTICE ADMINISTRATIVE AGENT SHALL PROMPTLY TRANSMIT TO EACH OF THE OTHER
LENDERS).
THEREAFTER (X) IN THE CASE OF CLAUSE (I) ABOVE, LIBOR LOANS SHALL NO
LONGER BE AVAILABLE UNTIL SUCH TIME AS ADMINISTRATIVE AGENT NOTIFIES COMPANY AND
THE LENDERS THAT THE CIRCUMSTANCES GIVING RISE TO SUCH NOTICE BY ADMINISTRATIVE
AGENT NO LONGER EXIST, AND ANY NOTICE OF BORROWING OR NOTICE OF
CONVERSION/CONTINUATION GIVEN BY COMPANY WITH RESPECT TO LIBOR LOANS WHICH HAVE
NOT YET BEEN INCURRED (INCLUDING BY WAY OF CONVERSION) SHALL BE DEEMED RESCINDED
BY COMPANY, (Y) IN THE CASE OF CLAUSE (II) ABOVE, COMPANY AGREES TO PAY TO SUCH
AFFECTED LENDER, UPON SUCH AFFECTED LENDER'S WRITTEN REQUEST THEREFOR, SUCH
ADDITIONAL AMOUNTS (IN THE FORM OF AN INCREASED RATE OF, OR A DIFFERENT METHOD
OF CALCULATING, INTEREST OR OTHERWISE AS SUCH AFFECTED LENDER IN ITS SOLE
DISCRETION SHALL DETERMINE) AS SHALL BE REQUIRED TO COMPENSATE SUCH AFFECTED
LENDER FOR SUCH INCREASED COSTS OR REDUCTIONS IN AMOUNTS RECEIVED OR RECEIVABLE
HEREUNDER (A WRITTEN NOTICE AS TO THE ADDITIONAL AMOUNTS OWED TO SUCH AFFECTED
LENDER, SHOWING IN REASONABLE DETAIL THE BASIS FOR THE CALCULATION THEREOF,
SUBMITTED TO COMPANY BY SUCH AFFECTED LENDER SHALL, ABSENT MANIFEST ERROR, BE
FINAL AND CONCLUSIVE AND BINDING ON ALL THE PARTIES HERETO) AND (Z) IN THE CASE
OF CLAUSE (II) ABOVE, COMPANY SHALL TAKE ONE OF THE ACTIONS SPECIFIED IN
SECTION 2.6C AS PROMPTLY AS POSSIBLE AND, IN ANY EVENT, WITHIN THE TIME PERIOD
REQUIRED BY LAW.
C.
TERMINATION/CONVERSION OF AFFECTED LIBOR
LOANS.
AT ANY TIME THAT ANY LIBOR LOAN IS AFFECTED BY THE CIRCUMSTANCES
DESCRIBED IN SECTION 2.6B(II), COMPANY MAY, AND IN THE CASE OF A LIBOR LOAN
AFFECTED BY THE CIRCUMSTANCES DESCRIBED IN SECTION 2.6B(III), COMPANY SHALL,
EITHER (X) IF THE AFFECTED LIBOR LOAN IS THEN BEING MADE INITIALLY OR PURSUANT
TO A BORROWING, CANCEL SUCH BORROWING BY GIVING ADMINISTRATIVE AGENT TELEPHONIC
NOTICE (CONFIRMED IN WRITING) ON THE SAME DATE THAT COMPANY WAS NOTIFIED BY THE
AFFECTED LENDER OR ADMINISTRATIVE AGENT PURSUANT TO SECTION 2.6B(II) OR (III) OR
(Y) IF THE AFFECTED LIBOR LOAN IS THEN OUTSTANDING, UPON AT LEAST THREE BUSINESS
DAYS' WRITTEN NOTICE TO ADMINISTRATIVE AGENT, REQUIRE THE AFFECTED LENDER TO
CONVERT SUCH LIBOR LOAN INTO A BASE RATE LOAN, PROVIDED THAT IF MORE THAN ONE
LENDER IS AFFECTED AT ANY TIME, THEN ALL AFFECTED LENDERS MUST BE TREATED THE
SAME PURSUANT TO THIS SECTION 2.6C.
D.
COMPENSATION FOR BREAKAGE OR
NON-COMMENCEMENT OF INTEREST PERIODS.
COMPANY AGREES TO COMPENSATE EACH LENDER,
UPON ITS WRITTEN REQUEST (WHICH REQUEST SHALL SET FORTH IN REASONABLE DETAIL THE
BASIS FOR REQUESTING SUCH COMPENSATION), FOR ALL REASONABLE LOSSES, EXPENSES AND
LIABILITIES (INCLUDING, WITHOUT LIMITATION, ANY LOSS, EXPENSE OR LIABILITY
INCURRED BY REASON OF THE LIQUIDATION OR REEMPLOYMENT OF DEPOSITS OR OTHER FUNDS
REQUIRED BY SUCH LENDER TO FUND ITS LIBOR LOANS BUT EXCLUDING LOSS OF
ANTICIPATED PROFITS) WHICH SUCH LENDER MAY SUSTAIN:
(I) IF FOR ANY REASON
(OTHER THAN A DEFAULT BY SUCH LENDER