THE INTEREST PERIOD FOR SUCH LIBOR LOAN AS A RESULT OF A PAYMENT OR
CONVERSION PURSUANT TO SECTION 2.5, 2.6, 2.10, 5.1, 5.2 OR 13.7, AS A RESULT OF
ACCELERATION OF THE MATURITY OF THE LOANS PURSUANT TO SECTION 11 OR FOR ANY
OTHER REASON, (B) ANY BORROWING OF LIBOR LOANS IS NOT MADE AS A RESULT OF A
WITHDRAWN NOTICE OF BORROWING, (C) ANY ABR LOAN IS NOT CONVERTED INTO A LIBOR
LOAN AS A RESULT OF A WITHDRAWN NOTICE OF CONVERSION OR CONTINUATION, (D) ANY
LIBOR LOAN IS NOT CONTINUED AS A LIBOR LOAN, AS THE CASE MAY BE, AS A RESULT OF
A WITHDRAWN NOTICE OF CONVERSION OR CONTINUATION OR (E) ANY PREPAYMENT OF
PRINCIPAL OF ANY LIBOR LOAN IS NOT MADE AS A RESULT OF A WITHDRAWN NOTICE OF
PREPAYMENT PURSUANT TO SECTION 5.1 OR 5.2, THE BORROWER SHALL, AFTER RECEIPT OF
A WRITTEN REQUEST BY SUCH LENDER (WHICH REQUEST SHALL SET FORTH IN REASONABLE
DETAIL THE BASIS FOR REQUESTING SUCH AMOUNT), PAY TO THE ADMINISTRATIVE AGENT
FOR THE ACCOUNT OF SUCH LENDER ANY AMOUNTS REQUIRED TO COMPENSATE SUCH LENDER
FOR ANY ADDITIONAL LOSSES, COSTS OR EXPENSES THAT SUCH LENDER MAY REASONABLY
INCUR AS A RESULT OF SUCH PAYMENT, FAILURE TO CONVERT, FAILURE TO CONTINUE OR
FAILURE TO PREPAY, INCLUDING ANY LOSS, COST OR EXPENSE (EXCLUDING LOSS OF
ANTICIPATED PROFITS) ACTUALLY INCURRED BY REASON OF THE LIQUIDATION OR
REEMPLOYMENT OF DEPOSITS OR OTHER FUNDS ACQUIRED BY ANY LENDER TO FUND OR
MAINTAIN SUCH LIBOR LOAN.
2.12.
CHANGE OF LENDING OFFICE. EACH LENDER AGREES THAT, UPON THE
OCCURRENCE OF ANY EVENT GIVING RISE TO THE OPERATION OF SECTION 2.10(A)(II),
2.10(A)(III), 2.10(B), 3.5 OR 5.4 WITH RESPECT TO SUCH LENDER, IT WILL, IF
REQUESTED BY THE BORROWER USE REASONABLE EFFORTS (SUBJECT TO OVERALL POLICY
CONSIDERATIONS OF SUCH LENDER) TO DESIGNATE ANOTHER LENDING OFFICE FOR ANY LOANS
AFFECTED BY SUCH EVENT, PROVIDED
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THAT SUCH DESIGNATION IS MADE ON SUCH TERMS THAT SUCH LENDER AND ITS LENDING
OFFICE SUFFER NO ECONOMIC, LEGAL OR REGULATORY DISADVANTAGE, WITH THE OBJECT OF
AVOIDING THE CONSEQUENCE OF THE EVENT GIVING RISE TO THE OPERATION OF ANY SUCH
SECTION. NOTHING IN THIS SECTION 2.12 SHALL AFFECT OR POSTPONE ANY OF THE
OBLIGATIONS OF THE BORROWER OR THE RIGHT OF ANY LENDER PROVIDED IN SECTION 2.10,
3.5 OR 5.4.
2.13.
NOTICE OF CERTAIN COSTS. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT
TO THE CONTRARY, TO THE EXTENT ANY NOTICE REQUIRED BY SECTION 2.10, 2.11, 3.5 OR
5.4 IS GIVEN BY ANY LENDER MORE THAN 120 DAYS AFTER SUCH LENDER HAS KNOWLEDGE
(OR SHOULD HAVE HAD KNOWLEDGE) OF THE OCCURRENCE OF THE EVENT GIVING RISE TO THE
ADDITIONAL COST, REDUCTION IN AMOUNTS, LOSS, TAX OR OTHER ADDITIONAL AMOUNTS
DESCRIBED IN SUCH SECTIONS, SUCH LENDER SHALL NOT BE ENTITLED TO COMPENSATION
UNDER SECTION 2.10, 2.11, 3.5 OR 5.4, AS THE CASE MAY BE, FOR ANY SUCH AMOUNTS
INCURRED OR ACCRUING PRIOR TO THE 121ST DAY PRIOR TO THE GIVING OF SUCH NOTICE
TO THE BORROWER.
2.14.
INCREMENTAL FACILITIES.