ANY LENDER SUSTAINS OR INCURS ANY SUCH LOSS OR EXPENSE OR IF ANY
LENDER HAS CHARGED THE BORROWER FOR AN ADMINISTRATIVE EXPENSE IT SHALL FROM TIME
TO TIME PROMPTLY NOTIFY THE BORROWER AND ADMINISTRATIVE AGENT IN WRITING SETTING
FORTH IN REASONABLE DETAIL THE AMOUNT DETERMINED IN GOOD FAITH BY SUCH LENDER
(SUCH DETERMINATION SHALL BE CONCLUSIVE ABSENT MANIFEST ERROR) TO BE NECESSARY
TO INDEMNIFY SUCH LENDER FOR SUCH LOSS OR EXPENSE AND THE AMOUNT OF SUCH
ADMINISTRATIVE EXPENSE.
SUCH AMOUNT SHALL BE DUE AND PAYABLE BY THE BORROWER TO
ADMINISTRATIVE AGENT FOR THE ACCOUNT OF SUCH LENDER, FIVE BUSINESS DAYS AFTER
SUCH NOTICE IS GIVEN.
SECTION 7.6.
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 SUCH LENDER.
SECTION 7.7.
INABILITY TO DETERMINE LIBOR.
IN
THE EVENT THAT ADMINISTRATIVE AGENT SHALL HAVE DETERMINED (WHICH DETERMINATION
SHALL BE FINAL AND CONCLUSIVE AND BINDING UPON ALL PARTIES HERETO), ON ANY
INTEREST RATE DETERMINATION DATE WITH RESPECT TO LIBOR LOANS, THAT BY REASON OF
CIRCUMSTANCES AFFECTING THE LONDON INTERBANK MARKET ADEQUATE AND FAIR MEANS DO
NOT EXIST FOR ASCERTAINING THE INTEREST RATE APPLICABLE TO THE TERM LOANS ON THE
BASIS PROVIDED FOR IN THE DEFINITION OF LIBOR, ADMINISTRATIVE AGENT SHALL ON
SUCH DATE GIVE NOTICE IN WRITING TO THE BORROWER AND EACH LENDER OF SUCH
DETERMINATION, WHEREUPON (I) NO TERM LOANS MAY BE MADE AS, OR CONVERTED TO LIBOR
LOANS UNTIL SUCH TIME AS ADMINISTRATIVE AGENT NOTIFIES THE BORROWER AND THE
LENDERS THAT THE CIRCUMSTANCES GIVING RISE TO SUCH NOTICE NO LONGER EXIST, AND
(II) ANY BORROWING CERTIFICATE OF NOTICE OF CONVERSION/CONTINUATION GIVEN BY THE
BORROWER WITH RESPECT TO THE TERM LOANS IN RESPECT OF WHICH SUCH DETERMINATION
WAS MADE SHALL BE DEEMED TO BE RESCINDED BY THE BORROWER.
SECTION 7.8.
ASSIGNMENT OF LOANS UNDER CERTAIN
CIRCUMSTANCES; DUTY TO MITIGATE.
(A)
IN THE EVENT (I) ANY LENDER DELIVERS A
WRITTEN STATEMENT REQUESTING COMPENSATION PURSUANT TO SECTION 7.1, (II) THE
BORROWER IS REQUIRED TO PAY ANY ADDITIONAL AMOUNT TO ANY LENDER OR ANY
GOVERNMENTAL BODY ON ACCOUNT OF ANY LENDER PURSUANT TO SECTION 7.2 OR (III) ANY
LENDER REFUSES TO CONSENT TO ANY AMENDMENT, WAIVER OR OTHER MODIFICATION OF ANY
LOAN DOCUMENT REQUESTED BY THE BORROWER THAT REQUIRES THE CONSENT OF EACH LENDER
AND SUCH AMENDMENT, WAIVER OR OTHER MODIFICATION IS CONSENTED TO BY
ADMINISTRATIVE AGENT AND REQUIRED LENDERS, THE BORROWER, AT ITS SOLE EXPENSE AND
EFFORT, UPON NOTICE TO SUCH LENDER AND ADMINISTRATIVE AGENT, MAY REQUIRE SUCH
LENDER (OTHER THAN ANY LENDER AFFILIATED WITH THE ADMINISTRATIVE AGENT) TO
TRANSFER AND ASSIGN (IN ACCORDANCE WITH AND SUBJECT TO THE RESTRICTIONS
CONTAINED IN SECTION 10.4) ALL OF ITS TERM LOANS AND TERM LOAN COMMITMENTS UNDER
THIS AGREEMENT TO AN ELIGIBLE
72
ASSIGNEE THAT SHALL ASSUME SUCH ASSIGNED TERM LOANS AND TERM LOAN COMMITMENTS
(WHICH ELIGIBLE ASSIGNEE MAY BE ANOTHER LENDER, IF A LENDER ACCEPTS SUCH
ASSIGNMENT); PROVIDED THAT (X) SUCH ASSIGNMENT