IN FULL).
(III)
EACH NOTICE OF PREPAYMENT SHALL SPECIFY THE PREPAYMENT DATE, THE
PRINCIPAL AMOUNT AND TYPE OF THE LOANS TO BE PREPAID AND, IN THE CASE OF LIBOR
LOANS, THE BORROWING OR BORROWINGS PURSUANT TO WHICH SUCH LOANS WERE MADE.
THE
ADMINISTRATIVE AGENT SHALL, PROMPTLY AFTER RECEIVING NOTICE FROM THE BORROWERS
HEREUNDER, NOTIFY EACH LENDER OF THE PRINCIPAL AMOUNT AND TYPE OF THE LOANS HELD
BY SUCH LENDER WHICH ARE TO BE PREPAID, THE PREPAYMENT DATE AND THE MANNER OF
APPLICATION OF THE PREPAYMENT.
(B)
THE BORROWERS SHALL REIMBURSE EACH LENDER ON DEMAND FOR ANY LOSS
INCURRED OR TO BE INCURRED BY IT IN THE REEMPLOYMENT OF THE FUNDS RELEASED
(I) RESULTING FROM ANY PREPAYMENT (FOR ANY REASON WHATSOEVER, INCLUDING, WITHOUT
LIMITATION, CONVERSION TO BASE RATE LOANS OR ACCELERATION BY VIRTUE OF, AND
AFTER, THE OCCURRENCE OF AN EVENT OF DEFAULT) OF ANY LIBOR LOAN REQUIRED OR
PERMITTED UNDER THIS AGREEMENT, IF SUCH LOAN IS PREPAID OTHER THAN ON THE LAST
DAY OF THE INTEREST PERIOD FOR SUCH LOAN OR (II) IN THE EVENT THAT AFTER THE
BORROWERS DELIVER A NOTICE OF BORROWING UNDER SECTION 2.3 IN RESPECT OF LIBOR
LOANS, SUCH LOANS ARE NOT BORROWED ON THE FIRST DAY OF THE INTEREST PERIOD
SPECIFIED IN SUCH NOTICE OF BORROWING FOR ANY REASON.
SUCH LOSS SHALL BE THE
AMOUNT AS REASONABLY DETERMINED BY SUCH LENDER AS THE EXCESS, IF ANY, OF (A) THE
AMOUNT OF INTEREST WHICH WOULD HAVE ACCRUED TO SUCH LENDER ON THE AMOUNT SO PAID
OR NOT BORROWED AT A RATE OF INTEREST EQUAL TO THE ADJUSTED LIBO RATE FOR SUCH
LOAN, FOR THE PERIOD FROM THE DATE OF SUCH PAYMENT OR FAILURE TO BORROW TO THE
LAST DAY (X) IN THE CASE OF A PAYMENT OR REFINANCING OF A LIBOR LOAN OTHER THAN
ON THE LAST DAY OF THE INTEREST PERIOD FOR SUCH LOAN, OF THE THEN CURRENT
INTEREST PERIOD FOR SUCH LOAN OR (Y) IN THE CASE OF SUCH FAILURE TO BORROW, OF
THE
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INTEREST PERIOD FOR SUCH LIBOR LOAN WHICH WOULD HAVE COMMENCED ON THE DATE OF
SUCH FAILURE TO BORROW, OVER (B) THE AMOUNT OF INTEREST WHICH WOULD HAVE ACCRUED
TO SUCH LENDER ON SUCH AMOUNT BY PLACING SUCH AMOUNT ON DEPOSIT FOR A COMPARABLE
PERIOD WITH LEADING BANKS IN THE LONDON INTERBANK MARKET (COLLECTIVELY,
"BREAKAGE COSTS").
ANY LENDER DEMANDING REIMBURSEMENT FOR SUCH LOSS SHALL
DELIVER TO THE BORROWERS SIMULTANEOUSLY WITH SUCH DEMAND ONE OR MORE
CERTIFICATES SETTING FORTH THE AMOUNT OF SUCH LOSS AS DETERMINED BY SUCH LENDER
AND SETTING FORTH IN REASONABLE DETAIL THE MANNER IN WHICH SUCH AMOUNT WAS
DETERMINED.
(C)
IN THE EVENT THE BORROWERS FAIL TO PREPAY ANY LOAN ON THE DATE
SPECIFIED IN ANY PREPAYMENT NOTICE DELIVERED PURSUANT TO SECTION 2.19(A), THE
BORROWERS ON DEMAND BY ANY LENDER SHALL PAY TO THE ADMINISTRATIVE AGENT FOR THE
ACCOUNT OF SUCH LENDER ANY AMOUNTS REQUIRED TO COMPENSATE SUCH LENDER FOR ANY
ACTUAL LOSS INCURRED BY SUCH LENDER AS A RESULT OF SUCH FAILURE TO PREPAY,
INCLUDING,