discount
rate the LIBO Rate quoted on the Price Adjustment Date.
By initialing this provision where indicated below, Borrower confirms that
Lenders' agreement to make the Loan at the interest rates and on the other terms
set forth herein and in the other Loan Documents constitutes adequate and
valuable consideration, given individual weight by Borrower, for this Agreement
Borrower Initials.
_______________
(I)
PURCHASE, SALE AND MATCHING OF FUNDS.
BORROWER UNDERSTANDS,
AGREES AND ACKNOWLEDGES THE FOLLOWING: (A) LENDERS HAVE NO OBLIGATION TO
PURCHASE, SELL AND/OR MATCH FUNDS IN CONNECTION WITH THE USE OF A LIBO RATE AS A
BASIS FOR CALCULATING A FIXED RATE OR FIXED RATE PRICE ADJUSTMENT; (B) A LIBO
RATE IS USED MERELY AS A REFERENCE IN DETERMINING A FIXED RATE AND FIXED RATE
PRICE ADJUSTMENT; AND (C) BORROWER HAS ACCEPTED A LIBO RATE AS A REASONABLE AND
FAIR BASIS FOR CALCULATING A FIXED RATE AND A FIXED RATE PRICE ADJUSTMENT.
BORROWER FURTHER AGREES TO PAY THE FIXED RATE PRICE ADJUSTMENT, FIXED RATE TAXES
AND REGULATORY COSTS, IF ANY, WHETHER OR NOT ANY LENDER ELECTS TO PURCHASE, SELL
AND/OR MATCH FUNDS.
2.11
PAYMENTS.
(A)
MANNER AND TIME OF PAYMENT.
ALL PAYMENTS OF PRINCIPAL, INTEREST
AND FEES HEREUNDER PAYABLE TO ADMINISTRATIVE AGENT OR THE LENDERS SHALL BE MADE
WITHOUT CONDITION OR RESERVATION OF RIGHT AND FREE OF SET-OFF OR COUNTERCLAIM,
IN DOLLARS AND BY WIRE TRANSFER (PURSUANT TO ADMINISTRATIVE AGENT'S WRITTEN WIRE
TRANSFER INSTRUCTIONS) OF IMMEDIATELY AVAILABLE FUNDS, TO ADMINISTRATIVE AGENT,
FOR THE ACCOUNT OF EACH LENDER AS APPLICABLE, NOT LATER THAN 12 NOON (SAN
FRANCISCO TIME) ON THE DATE DUE; AND FUNDS RECEIVED BY ADMINISTRATIVE AGENT
AFTER THAT TIME AND DATE SHALL BE DEEMED TO HAVE BEEN PAID ON THE NEXT
SUCCEEDING BUSINESS DAY.
(B)
PAYMENTS ON NON-BUSINESS DAYS.
WHENEVER ANY PAYMENT TO BE MADE BY
BORROWER HEREUNDER SHALL BE STATED TO BE DUE ON A DAY WHICH IS NOT A BUSINESS
DAY, PAYMENTS SHALL BE MADE ON THE NEXT SUCCEEDING BUSINESS DAY AND SUCH
EXTENSION OF TIME SHALL BE INCLUDED IN THE COMPUTATION OF THE PAYMENT OF
INTEREST HEREUNDER AND OF ANY FEES DUE UNDER THIS AGREEMENT, AS THE CASE MAY BE.
(C)
DIRECT DEBIT.
IN ORDER TO ASSURE TIMELY PAYMENT TO ADMINISTRATIVE
AGENT, FOR THE BENEFIT OF LENDERS, OF ACCRUED INTEREST, PRINCIPAL, FEES AND LATE
CHARGES DUE AND OWING UNDER THE LOAN, BORROWER HEREBY IRREVOCABLY AUTHORIZES
ADMINISTRATIVE AGENT TO DIRECTLY DEBIT THE ACCOUNT FOR PAYMENT WHEN DUE OF ALL
SUCH AMOUNTS PAYABLE TO ADMINISTRATIVE AGENT OR ANY LENDER. BORROWER REPRESENTS
AND WARRANTS TO ADMINISTRATIVE AGENT AND LENDERS THAT BORROWER IS THE LEGAL
OWNER OF THE ACCOUNT.
WRITTEN CONFIRMATION OF THE AMOUNT AND PURPOSE OF ANY
SUCH DIRECT DEBIT SHALL BE GIVEN TO BORROWER BY ADMINISTRATIVE AGENT NOT LESS
FREQUENTLY THAN MONTHLY.
IN THE EVENT ANY DIRECT DEBIT HEREUNDER IS RETURNED
FOR INSUFFICIENT FUNDS, BORROWER SHALL PAY ADMINISTRATIVE AGENT, FOR THE BENEFIT
OF LENDERS, UPON DEMAND, IN IMMEDIATELY AVAILABLE FUNDS,
ALL AMOUNTS AND
EXPENSES DUE AND OWING, INCLUDING WITHOUT LIMITATION ANY LATE FEES INCURRED, TO
ADMINISTRATIVE AGENT