TO ALL LENDERS BY GIVING
NOTICE (BY TELEFACSIMILE OR BY TELEPHONE CONFIRMED IN WRITING) TO ADMINISTRATIVE
AGENT OF SUCH RESCISSION ON THE DATE ON WHICH THE AFFECTED LENDER GIVES NOTICE
OF ITS DETERMINATION AS DESCRIBED ABOVE.
ADMINISTRATIVE AGENT SHALL PROMPTLY
NOTIFY EACH OTHER LENDER OF THE RECEIPT OF SUCH NOTICE.
EXCEPT AS PROVIDED IN
THE IMMEDIATELY PRECEDING SENTENCE, NOTHING IN THIS SUBSECTION 2.6C SHALL AFFECT
THE OBLIGATION OF ANY LENDER OTHER THAN AN AFFECTED LENDER TO MAKE OR MAINTAIN
LOANS AS, OR TO CONVERT LOANS TO, LIBOR LOANS IN ACCORDANCE WITH THE TERMS OF
THIS AGREEMENT.
D.
COMPENSATION FOR BREAKAGE OR NON-COMMENCEMENT OF INTEREST
PERIODS.
COMPANY SHALL COMPENSATE EACH LENDER, UPON WRITTEN REQUEST BY THAT
LENDER PURSUANT TO SUBSECTION 2.9, FOR ALL REASONABLE LOSSES, EXPENSES AND
LIABILITIES (INCLUDING ANY INTEREST PAID BY THAT LENDER TO LENDERS OF FUNDS
BORROWED BY IT TO MAKE OR CARRY ITS LIBOR LOANS AND ANY LOSS, EXPENSE OR
LIABILITY SUSTAINED BY THAT LENDER IN CONNECTION WITH THE LIQUIDATION OR
RE-EMPLOYMENT OF SUCH FUNDS BUT EXCLUDING LOSS OF MARGIN) WHICH THAT LENDER MAY
SUSTAIN: (I) IF FOR ANY REASON (OTHER THAN A DEFAULT BY THAT LENDER) A BORROWING
OF ANY LIBOR LOAN DOES NOT OCCUR ON A DATE SPECIFIED THEREFOR IN A NOTICE OF
BORROWING OR A TELEPHONIC REQUEST THEREFOR, OR A CONVERSION TO OR CONTINUATION
OF ANY LIBOR LOAN DOES NOT OCCUR ON A DATE SPECIFIED THEREFOR IN A NOTICE OF
CONVERSION/CONTINUATION OR A TELEPHONIC REQUEST THEREFOR, (II) IF ANY PREPAYMENT
OR OTHER PRINCIPAL PAYMENT OR ANY CONVERSION OF ANY OF ITS LIBOR LOANS
(INCLUDING ANY PREPAYMENT OR CONVERSION OCCASIONED BY THE CIRCUMSTANCES
DESCRIBED IN SUBSECTION 2.6C) OCCURS ON A DATE PRIOR TO THE LAST DAY OF AN
INTEREST PERIOD APPLICABLE TO THAT LOAN, (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 ANY OTHER DEFAULT BY COMPANY IN THE
REPAYMENT OF ITS LIBOR LOANS WHEN REQUIRED BY THE TERMS OF THIS AGREEMENT.
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.
ASSUMPTIONS CONCERNING FUNDING OF LIBOR LOANS.
CALCULATION OF
ALL AMOUNTS PAYABLE TO A LENDER UNDER THIS SUBSECTION 2.6 AND UNDER SUBSECTION
2.7A SHALL BE MADE AS THOUGH THAT LENDER HAD FUNDED EACH OF ITS LIBOR LOANS
THROUGH THE PURCHASE OF A LIBOR DEPOSIT BEARING INTEREST AT THE RATE OBTAINED
PURSUANT TO THE DEFINITION OF LIBOR IN AN AMOUNT EQUAL TO THE AMOUNT OF SUCH
LIBOR LOAN AND HAVING A MATURITY COMPARABLE TO THE RELEVANT INTEREST PERIOD,
WHETHER OR NOT ITS LIBOR LOANS HAD BEEN FUNDED IN SUCH MANNER.
G.
LIBOR LOANS AFTER DEFAULT.
AFTER THE OCCURRENCE OF AND DURING THE
CONTINUATION OF AN EVENT OF DEFAULT, (I) COMPANY MAY NOT ELECT TO HAVE A LOAN BE
MADE OR MAINTAINED AS, OR CONVERTED TO, A