FOR THE BENEFIT OF LENDERS (AGENT'S CALCULATION OF SUCH AMOUNTS SHALL,
ABSENT MANIFEST ERROR, BE CONCLUSIVE AND BINDING UPON ALL PARTIES HERETO), FOR
ANY LOSSES, EXPENSES AND LIABILITIES INCLUDING, WITHOUT LIMITATION, ANY LOSS
(INCLUDING INTEREST PAID) SUSTAINED BY SUCH LENDER IN CONNECTION WITH THE
RE-EMPLOYMENT OF SUCH FUNDS: (I) IF FOR ANY REASON (OTHER THAN A DEFAULT BY ANY
LENDER) A BORROWING OF ANY LIBOR LOAN DOES NOT OCCUR ON A DATE SPECIFIED
THEREFOR IN A NOTICE OF BORROWING OR A TELEPHONIC REQUEST OF BORROWING BY
BORROWER; (II) IF ANY PREPAYMENT OF ANY OF ITS LIBOR LOANS OCCURS ON A DATE THAT
IS NOT THE LAST DAY OF AN INTEREST PERIOD APPLICABLE TO THAT LOAN (REGARDLESS OF
THE SOURCE OF SUCH PREPAYMENT AND WHETHER VOLUNTARY, BY ACCELERATION OR
OTHERWISE); (III) IF ANY PREPAYMENT OF ANY OF ITS LIBOR LOANS IS NOT MADE ON ANY
DATE SPECIFIED IN A NOTICE OF PREPAYMENT GIVEN BY BORROWER; OR (IV) AS A
CONSEQUENCE OF ANY OTHER DEFAULT BY BORROWER TO REPAY ITS LIBOR LOANS WHEN
REQUIRED BY THE TERMS OF THIS AGREEMENT; PROVIDED THAT DURING THE PERIOD WHILE
ANY SUCH AMOUNTS HAVE NOT BEEN PAID, AGENT MAY, IN ITS SOLE DISCRETION, (A) IN
ACCORDANCE WITH SUBSECTION 2.4(A) AND UPON CONTEMPORANEOUS NOTICE TO BORROWER,
ELECT TO HONOR THE AUTOMATIC REQUEST BY BORROWER FOR A REVOLVING ADVANCE FOR
SUCH AMOUNT PURSUANT TO
23
SUBSECTION 2.1(F) OR (B) RESERVE AN EQUAL AMOUNT FROM AMOUNTS OTHERWISE
AVAILABLE TO BE BORROWED UNDER THE REVOLVING LOAN.
2.14
BOOKING OF LIBOR LOANS.
EACH 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.
2.15
ASSUMPTIONS CONCERNING FUNDING OF LIBOR LOANS.
CALCULATION OF ALL AMOUNTS PAYABLE TO EACH LENDER UNDER SUBSECTION 2.13 SHALL BE
MADE AS THOUGH EACH LENDER HAD ACTUALLY FUNDED ITS RELEVANT LIBOR LOAN THROUGH
THE PURCHASE OF A LIBOR DEPOSIT BEARING INTEREST AT LIBOR IN AN AMOUNT EQUAL TO
THE AMOUNT OF THAT LIBOR LOAN AND HAVING MATURITY COMPARABLE TO THE RELEVANT
INTEREST PERIOD AND THROUGH THE TRANSFER OF SUCH LIBOR DEPOSIT FROM AN OFFSHORE
OFFICE TO A DOMESTIC OFFICE IN THE UNITED STATES OF AMERICA; PROVIDED, HOWEVER,
EACH LENDER MAY FUND EACH OF ITS LIBOR LOANS IN ANY MANNER IT SEES FIT AND THE
FOREGOING ASSUMPTION SHALL BE UTILIZED ONLY FOR THE CALCULATION OF AMOUNTS
PAYABLE UNDER SUBSECTION 2.13.
2.16
INCREASE IN REVOLVING LOAN COMMITMENT.
(A)
At any time or from time to time prior to the
fourth anniversary of the Closing Date, on not more than three occasions,
Borrower may propose to increase the Revolving Loan Commitment (i) in minimum
increments of $10,000,000 and (ii) by up to $50,000,000 in the aggregate, in
accordance with and pursuant to this subsection 2.16.
(B)
Any such proposal (an "Increased Commitment
Proposal") shall be delivered by Borrower to Agent and shall set forth (i) the
amount of increase of the Revolving Loan Commitment (as to any Increased
Commitment Proposal, the