OF THE INTEREST
PERIOD APPLICABLE TO SUCH LIBOR PRICING OPTION, THE BORROWERS WILL PAY TO THE
AGENT FOR THE ACCOUNT OF EACH LENDER IN ACCORDANCE WITH SUCH LENDER'S PERCENTAGE
INTEREST, IN ADDITION TO ANY INTEREST OTHERWISE PAYABLE HEREUNDER, AN AMOUNT
EQUAL TO THE PRESENT VALUE (CALCULATED IN ACCORDANCE WITH THIS SECTION 3.2.4) OF
INTEREST FOR THE UNEXPIRED PORTION OF SUCH INTEREST PERIOD ON THE PORTION OF ANY
REVOLVING CREDIT LOANS SO REPAID, OR AS TO WHICH A LIBOR PRICING OPTION WAS SO
TERMINATED, AT A PER ANNUM RATE EQUAL TO THE EXCESS, IF ANY, OF (A) THE RATE
APPLICABLE TO SUCH LIBOR PRICING OPTION MINUS (B) THE RATE OF INTEREST
OBTAINABLE BY THE AGENT UPON THE PURCHASE OF DEBT SECURITIES CUSTOMARILY ISSUED
BY THE TREASURY OF THE UNITED STATES WHICH HAVE A MATURITY DATE APPROXIMATING
THE LAST BANKING DAY OF SUCH INTEREST PERIOD.
THE PRESENT VALUE OF SUCH
ADDITIONAL INTEREST WILL BE CALCULATED BY DISCOUNTING THE AMOUNT OF SUCH
INTEREST FOR EACH DAY IN THE UNEXPIRED PORTION OF SUCH INTEREST PERIOD FROM SUCH
DAY TO THE DATE OF SUCH REPAYMENT OR TERMINATION AT A PER ANNUM INTEREST RATE
EQUAL TO THE INTEREST RATE DETERMINED PURSUANT TO CLAUSE (B) OF THE PRECEDING
SENTENCE, AND BY ADDING ALL SUCH AMOUNTS FOR ALL SUCH DAYS DURING SUCH PERIOD.
THE DETERMINATION BY THE AGENT OF SUCH AMOUNT OF INTEREST WILL, IN THE ABSENCE
OF MANIFEST ERROR, BE CONCLUSIVE.
FOR PURPOSES OF THIS SECTION 3.2.4, IF ANY
PORTION OF ANY REVOLVING CREDIT LOAN WHICH WAS TO HAVE BEEN SUBJECT TO A LIBOR
PRICING OPTION IS NOT OUTSTANDING ON THE FIRST DAY OF THE INTEREST PERIOD
APPLICABLE TO SUCH LIBOR PRICING OPTION, OTHER THAN FOR REASONS DESCRIBED IN
SECTIONS 3.2.1(A) AND 3.2.1(B) OR AS A DIRECT RESULT OF A LENDER'S FAILURE TO
MAKE ITS PORTION OF SUCH REVOLVING CREDIT LOAN, THE BORROWERS WILL BE DEEMED TO
HAVE TERMINATED SUCH LIBOR PRICING OPTION.
3.2.5
VIOLATION OF LEGAL REQUIREMENTS.
IF THE ADOPTION OF OR CHANGE IN
ANY LEGAL REQUIREMENT OR IN THE INTERPRETATION OR APPLICATION THEREOF APPLICABLE
TO ANY LENDER AFTER THE INITIAL CLOSING DATE PREVENTS ANY LENDER FROM FUNDING OR
MAINTAINING THROUGH THE PURCHASE OF DEPOSITS IN THE LONDON INTERBANK MARKET ANY
PORTION OF THE REVOLVING CREDIT LOANS SUBJECT TO A LIBOR PRICING OPTION OR
OTHERWISE FROM GIVING EFFECT TO SUCH LENDER'S OBLIGATIONS AS CONTEMPLATED BY
SECTION 3.2, (A) THE AGENT MAY BY NOTICE TO THE BORROWERS TERMINATE ALL OF THE
AFFECTED LIBOR PRICING OPTIONS, (B) THE PORTION OF THE REVOLVING CREDIT LOANS
SUBJECT TO SUCH TERMINATED LIBOR PRICING OPTIONS SHALL IMMEDIATELY BEAR INTEREST
THEREAFTER AT THE APPLICABLE RATE COMPUTED ON THE BASIS OF THE BASE RATE, AND
(C) THE BORROWERS SHALL MAKE ANY PAYMENT REQUIRED BY SECTION 3.2.4.
3.2.6
FUNDING PROCEDURE.
THE LENDERS MAY FUND ANY PORTION OF THE
REVOLVING CREDIT LOANS SUBJECT TO A LIBOR PRICING OPTION OUT OF ANY FUNDS
AVAILABLE TO THE LENDERS.
REGARDLESS OF THE SOURCE OF THE FUNDS ACTUALLY USED
BY ANY OF THE LENDERS TO FUND ANY PORTION OF THE