PAYABLE TO THE ORDER OF AGENT BANK ON BEHALF OF THE LENDERS.
AGENT
BANK SHALL RECORD MANUALLY OR ELECTRONICALLY THE DATE AND AMOUNT OF EACH
BORROWING ADVANCED BY THE LENDERS TOGETHER WITH THE APPLICABLE INTEREST PERIOD
IN THE CASE OF PORTIONS OF THE UNPAID PRINCIPAL UNDER THE CREDIT FACILITY
BEARING INTEREST WITH REFERENCE TO A LIBO RATE, AND THE AMOUNT OF EACH REPAYMENT
OF PRINCIPAL MADE THEREUNDER BY BORROWERS AND THE ENTRY OF SUCH RECORDS SHALL BE
CONCLUSIVE ABSENT MANIFEST OR DEMONSTRABLE ERROR; PROVIDED, HOWEVER, THE FAILURE
TO MAKE SUCH A RECORD OR NOTATION WITH RESPECT TO ANY BORROWING OR REPAYMENT
THEREOF, OR AN ERROR IN MAKING SUCH A RECORD OR NOTATION, SHALL NOT LIMIT OR
OTHERWISE AFFECT THE OBLIGATIONS OF BORROWERS HEREUNDER OR UNDER THE REVOLVING
CREDIT NOTE.
B.
INTEREST SHALL ACCRUE ON THE ENTIRE OUTSTANDING PRINCIPAL BALANCE
OF THE CREDIT FACILITY AT A RATE PER ANNUM EQUAL TO THE BASE RATE PLUS THE
APPLICABLE MARGIN, UNLESS BORROWERS REQUEST A LIBOR LOAN PURSUANT TO
SECTION 2.03 OR ELECT PURSUANT TO SECTION 2.05(C) HEREINBELOW TO HAVE INTEREST
ACCRUE ON A PORTION OR PORTIONS OF THE OUTSTANDING PRINCIPAL BALANCE OF THE
CREDIT FACILITY AT A LIBO RATE ("INTEREST RATE OPTION"), IN WHICH CASE INTEREST
ON SUCH PORTION OR PORTIONS SHALL ACCRUE AT A RATE PER ANNUM EQUAL TO SUCH LIBO
RATE PLUS THE APPLICABLE MARGIN IN EFFECT AS OF THE SECOND BANKING BUSINESS DAY
PRIOR TO THE FIRST DAY OF THE APPLICABLE INTEREST PERIOD, AS LONG AS: (I) EACH
SUCH LIBOR LOAN IS IN A MINIMUM AMOUNT OF FIVE MILLION DOLLARS ($5,000,000.00)
PLUS MINIMUM INCREMENTS OF ONE MILLION DOLLARS ($1,000,000.00), OR SUCH LESSER
AMOUNT AS EQUALS THE MAXIMUM PERMITTED BALANCE, AND (II) NO MORE THAN FIVE (5)
LIBOR LOANS MAY BE OUTSTANDING AT ANY ONE TIME.
INTEREST ACCRUED ON EACH BASE
RATE LOAN SHALL BE DUE AND PAYABLE ON THE FIRST DAY OF THE MONTH FOLLOWING THE
CLOSING DATE, ON THE FIRST DAY OF EACH SUCCESSIVE MONTH THEREAFTER, AND ON THE
MATURITY DATE.
FOR EACH LIBOR LOAN, ACCRUED INTEREST SHALL BE DUE AND PAYABLE
AT THE END OF EACH INTEREST PERIOD APPLICABLE THERETO, BUT IN ANY EVENT NO LESS
FREQUENTLY THAN AT THE
54
END OF EACH THREE (3) MONTH PERIOD DURING THE TERM OF SUCH LIBOR LOAN.
AGENT
BANK SHALL NOTIFY BORROWER IN WRITING FIVE (5) BANKING BUSINESS DAYS PRIOR TO
EACH PAYMENT OF INTEREST DUE HEREWITH, DETAILING THE AMOUNT OWED AND THE
CALCULATION THEREOF.
EXCEPT AS QUALIFIED ABOVE, THE OUTSTANDING PRINCIPAL
BALANCE HEREUNDER MAY BE A BASE RATE LOAN OR ONE OR MORE LIBOR LOANS, OR ANY
COMBINATION THEREOF, AS BORROWERS SHALL SPECIFY.
C.
SO LONG AS NO DEFAULT OR EVENT OF DEFAULT SHALL HAVE OCCURRED AND
REMAINS CONTINUING, BORROWERS MAY CONVERT FROM ONE INTEREST RATE OPTION TO
ANOTHER INTEREST RATE OPTION OR CONTINUE AN INTEREST RATE OPTION FOR ANOTHER
INTEREST PERIOD BY GIVING IRREVOCABLE NOTICE TO AGENT BANK OF SUCH CONVERSION BY
11:00 A.M., ON A DAY WHICH IS AT LEAST THREE (3) BANKING BUSINESS DAYS PRIOR