IN RESPECT OF EACH
REVOLVING LOAN REQUESTED BY TELEPHONE NO LATER THAN ONE BUSINESS DAY FOLLOWING
SUCH REQUEST.
IF THE NOTICE OF BORROWING DIFFERS IN ANY RESPECT FROM THE ACTION
TAKEN BY AGENT AND LENDERS, THE RECORDS OF AGENT AND THE LENDERS SHALL GOVERN
ABSENT MANIFEST ERROR.
EACH BORROWER FURTHER HEREBY AUTHORIZES LENDERS AND
AGENT TO MAKE REVOLVING LOANS BASED ON ELECTRONIC NOTICES MADE BY ANY PERSON
WHICH AGENT, IN GOOD FAITH, BELIEVES TO BE ACTING ON BEHALF OF BORROWERS, BUT
ONLY AFTER AGENT SHALL HAVE ESTABLISHED PROCEDURES ACCEPTABLE TO AGENT FOR
ACCEPTING ELECTRONIC NOTICES OF BORROWING, AS INDICATED BY AGENT'S WRITTEN
CONFIRMATION THEREOF.
(C)
MANDATORY REVOLVING LOAN REPAYMENTS AND PREPAYMENTS.
(I)
THE REVOLVING LOAN COMMITMENT SHALL TERMINATE UPON THE EARLIER TO
OCCUR OF (I) THE COMMITMENT EXPIRY DATE AND (II) THE DATE ON WHICH AGENT OR
REQUIRED LENDERS ELECT TO TERMINATE THE REVOLVING LOAN COMMITMENT PURSUANT TO
SECTION 8.2 (SUCH EARLIER DATE BEING THE "TERMINATION DATE"), AND THERE SHALL
BECOME DUE AND BORROWERS SHALL PAY ON THE TERMINATION DATE, THE ENTIRE
OUTSTANDING PRINCIPAL AMOUNT OF EACH REVOLVING LOAN, TOGETHER WITH ACCRUED AND
UNPAID INTEREST THEREON TO BUT EXCLUDING THE TERMINATION DATE.
(II)
IF AT ANY TIME THE REVOLVING LOAN OUTSTANDINGS EXCEED THE
REVOLVING LOAN LIMIT, THEN, ON THE NEXT SUCCEEDING BUSINESS DAY, BORROWERS SHALL
REPAY THE REVOLVING LOANS OR CASH COLLATERALIZE LETTER OF CREDIT LIABILITIES IN
THE MANNER SPECIFIED IN SECTION 2.5(E) OR CANCEL OUTSTANDING LETTERS OF CREDIT,
OR ANY COMBINATION OF THE FOREGOING, IN AN AGGREGATE AMOUNT EQUAL TO SUCH
EXCESS.
Section 2.3
Interest, Interest Calculations and Certain Fees.
(A)
INTEREST.
FROM AND FOLLOWING THE CLOSING DATE, DEPENDING UPON
BORROWERS' ELECTION FROM TIME TO TIME, SUBJECT TO THE TERMS HEREOF, TO HAVE
PORTIONS OF THE LOANS ACCRUE
INTEREST DETERMINED BY REFERENCE TO THE PRIME RATE OR THE LIBOR, THE LOANS AND
THE OTHER OBLIGATIONS SHALL BEAR INTEREST AT THE APPLICABLE RATES SET FORTH
BELOW:
(I)
IF A PRIME RATE LOAN, OR ANY OTHER OBLIGATION OTHER THAN A LIBOR
LOAN, THEN AT THE SUM OF THE PRIME RATE PLUS THE APPLICABLE PRIME RATE MARGIN.
(II)
IF A LIBOR LOAN, THEN AT THE SUM OF THE LIBOR PLUS THE APPLICABLE
LIBOR MARGIN.
(B)
UNUSED LINE FEE.
FROM AND FOLLOWING THE CLOSING DATE, BORROWERS
SHALL PAY AGENT, FOR THE BENEFIT OF ALL LENDERS COMMITTED TO MAKE REVOLVING
LOANS, IN ACCORDANCE WITH THEIR RESPECTIVE PRO RATA SHARES, A FEE IN AN AMOUNT
EQUAL TO (1) (A) THE REVOLVING LOAN COMMITMENT LESS (B) THE AVERAGE DAILY
BALANCE OF THE REVOLVING LOAN OUTSTANDINGS DURING THE PRECEDING MONTH,
MULTIPLIED BY (2) ONE HALF PERCENT (0.50%) PER ANNUM.
SUCH FEE IS TO BE PAID
MONTHLY IN ARREARS ON THE FIRST DAY OF EACH MONTH.
(C)
[RESERVED]
(D)
COMPUTATION OF INTEREST AND RELATED FEES.
ALL INTEREST AND FEES
UNDER EACH FINANCING DOCUMENT SHALL BE CALCULATED ON THE BASIS OF A 360-DAY YEAR
FOR THE ACTUAL NUMBER OF DAYS ELAPSED.
THE DATE OF FUNDING OF A PRIME RATE LOAN
AND THE FIRST DAY OF AN INTEREST PERIOD