THE OTHER CREDIT DOCUMENTS AND FINALLY TO REDUCE THE
PRINCIPAL AMOUNT OF OUTSTANDING REVOLVING LOANS.
(E)
APPLICATION OF SELLER CREDITS.
AT LENDER'S REQUEST, BORROWER
SHALL PAY ALL SELLER CREDITS TO LENDER AS SOON AS THE SAME ARE RECEIVED FOR
APPLICATION TO THE OBLIGATIONS.
AT ANY TIME LENDER IS ENTITLED TO TERMINATE THE
COMMITMENT AFTER THE OCCURRENCE AND DURING THE CONTINUANCE OF AN EVENT OF
DEFAULT UNDER SECTION 6.01(F) OR 6.01(G), BORROWER AUTHORIZES LENDER TO COLLECT
SUCH AMOUNTS DIRECTLY FROM SELLERS AND, UPON REQUEST OF LENDER, SHALL INSTRUCT
SELLERS TO PAY LENDER DIRECTLY.
2.05
REVOLVING LOAN NOTE AND INTEREST ACCOUNT.
(A)
REVOLVING LOAN NOTE.
THE OBLIGATION OF BORROWER TO REPAY THE
REVOLVING LOANS AND TO PAY INTEREST THEREON AT THE RATES PROVIDED HEREIN SHALL
BE EVIDENCED BY A PROMISSORY NOTE IN THE FORM OF EXHIBIT A (THE "REVOLVING LOAN
NOTE"), WHICH NOTE SHALL BE (I) IN THE ORIGINAL PRINCIPAL AMOUNT OF
$450,000,000, (II) DATED THE CLOSING DATE AND (III) OTHERWISE APPROPRIATELY
COMPLETED. LENDER SHALL RECORD ON ITS GENERAL LEDGER THE DATE AND AMOUNT OF EACH
REVOLVING LOAN AND OF EACH PAYMENT OR PREPAYMENT OF PRINCIPAL AND EACH PAYMENT
OF INTEREST OR OTHER AMOUNTS THEREON MADE BY BORROWER.
(B)
INTEREST ACCOUNT.
BORROWER AUTHORIZES LENDER TO RECORD IN AN
ACCOUNT OR ACCOUNTS MAINTAINED BY LENDER ON ITS BOOKS (THE "INTEREST ACCOUNT")
(I) THE INTEREST RATES APPLICABLE TO ALL REVOLVING LOANS AND THE EFFECTIVE DATES
OF ALL CHANGES THERETO, (II) THE
5
DATE AND AMOUNT OF EACH PRINCIPAL AND INTEREST PAYMENT ON EACH REVOLVING LOAN
AND (III) SUCH OTHER INFORMATION AS LENDER MAY DETERMINE IS NECESSARY FOR THE
COMPUTATION OF INTEREST PAYABLE BY BORROWER HEREUNDER.
(C)
NOTATIONS.
BORROWER AGREES THAT ALL NOTATIONS ON THE SCHEDULE
ANNEXED TO THE REVOLVING LOAN NOTE AND THE INTEREST ACCOUNT SHALL CONSTITUTE
PRIMA FACIE EVIDENCE OF THE MATTERS NOTED ABSENT MANIFEST ERROR; PROVIDED,
HOWEVER, THAT THE FAILURE OF LENDER TO MAKE ANY SUCH NOTATION SHALL NOT AFFECT
BORROWER'S OBLIGATIONS.
2.06
REVOLVING LOAN FUNDING.
UNLESS OTHERWISE DIRECTED BY BORROWER, LENDER
SHALL DISBURSE THE PROCEEDS OF EACH REVOLVING LOAN TO BORROWER BY DISBURSEMENT
TO SUCH ACCOUNT AT SUCH BANK AS BORROWER MAY DESIGNATE FROM TIME TO TIME IN
WRITING TO LENDER FROM TIME TO TIME.
2.07
[RESERVED]
2.08
ADDITIONAL COMPENSATION IN CERTAIN CIRCUMSTANCES; INCREASED COSTS OR
REDUCED RETURN RESULTING FROM TAXES, RESERVES, CAPITAL ADEQUACY REQUIREMENTS,
EXPENSES, ETC.
IF ANY CHANGE IN ANY REQUIREMENT OF LAW, GUIDELINE OR
INTERPRETATION OR APPLICATION THEREOF BY ANY GOVERNMENTAL AUTHORITY CHARGED WITH
THE INTERPRETATION OR ADMINISTRATION THEREOF OR COMPLIANCE WITH ANY REQUEST OR
DIRECTIVE (WHETHER OR NOT HAVING THE FORCE OF A REQUIREMENT OF LAW) OF ANY
CENTRAL BANK OR OTHER GOVERNMENTAL AUTHORITY:
(A)
SUBJECTS LENDER TO ANY TAXES OR CHANGES THE BASIS OF TAXATION WITH
RESPECT TO THIS AGREEMENT, THE REVOLVING LOANS OR PAYMENTS BY BORROWER OF
PRINCIPAL, INTEREST, FEES, OR OTHER AMOUNTS DUE FROM BORROWER HEREUNDER,
(B)
IMPOSES, MODIFIES OR DEEMS APPLICABLE ANY RESERVE, SPECIAL DEPOSIT
OR SIMILAR REQUIREMENT AGAINST CREDITS OR COMMITMENTS TO EXTEND CREDIT EXTENDED
BY, OR ASSETS (FUNDED OR CONTINGENT)