HOLDER AND SUCH PARTICIPANTS ON A RATABLE
BASIS.
SECTION 4.9
PREPAYMENT FEE.
IF THE BORROWER PREPAYS THE LOANS IN
WHOLE AND TERMINATES THIS AGREEMENT PRIOR TO THE TERMINATION DATE, THE BORROWER
SHALL PAY TO THE ADMINISTRATIVE AGENT FOR THE RATABLE BENEFIT OF THE LENDERS ON
SUCH DATE OF TERMINATION, AS LIQUIDATED DAMAGES AND COMPENSATION FOR THE COSTS
OF MAKING FUNDS AVAILABLE TO THE BORROWER UNDER THIS AGREEMENT AND NOT AS A
PENALTY, AN AMOUNT EQUAL TO 1% OF THE AMOUNT OF THE REVOLVING CREDIT FACILITY ON
THE EFFECTIVE DATE, PROVIDED THAT IF SUCH REPAYMENT OCCURS AFTER THE
ADMINISTRATIVE AGENT HAS DECLARED THE SECURED OBLIGATIONS TO BE IMMEDIATELY DUE
AND PAYABLE PURSUANT TO SECTION 12.2, THE AMOUNT OF SUCH FEE SHALL BE 1⁄2 OF 1% OF
THE AMOUNT OF THE REVOLVING CREDIT FACILITY ON THE EFFECTIVE DATE.
SECTION 4.10
PAYMENTS NOT AT END OF INTEREST PERIOD; FAILURE TO
BORROW.
IF FOR ANY REASON ANY PAYMENT OF PRINCIPAL WITH RESPECT TO ANY LIBOR
RATE LOAN IS MADE ON ANY DAY PRIOR TO THE LAST DAY OF THE INTEREST PERIOD
APPLICABLE TO SUCH LIBOR RATE LOAN OR, AFTER HAVING GIVEN A NOTICE OF BORROWING
WITH RESPECT TO ANY LIBOR RATE LOAN OR A NOTICE OF CONVERSION OR CONTINUATION
WITH RESPECT TO ANY LOAN TO BE CONTINUED AS OR CONVERTED INTO A LIBOR RATE LOAN,
SUCH LOAN IS NOT MADE OR IS NOT CONTINUED AS OR CONVERTED INTO A LIBOR RATE LOAN
DUE TO THE BORROWER'S FAILURE TO BORROW OR TO FULFILL THE APPLICABLE CONDITIONS
SET FORTH IN ARTICLE 5, THE BORROWER SHALL PAY TO EACH LENDER UPON THE REQUEST
OF THE ADMINISTRATIVE AGENT OR SUCH LENDER, IN ADDITION TO ANY AMOUNTS THAT MAY
BE DUE UNDER SECTION 4.9, AN AMOUNT (IF A POSITIVE NUMBER) COMPUTED PURSUANT TO
THE FOLLOWING FORMULA:
L
=
(R - T) x P x D
360
L
=
amount payable
R
=
interest rate applicable to the LIBOR Rate Loan not borrowed, continued or
converted, or prepaid
T
=
effective interest rate per annum at which any readily marketable bonds or other
obligations of the United States, selected at the Administrative Agent's sole
discretion, maturing on or near the last day of the then applicable or requested
Interest Period for such Loan and in approximately the same amount as such Loan,
can be purchased by such Lender on the day of such payment of principal or
failure to borrow, continue or convert
P
=
the amount of principal paid or the amount of the Loan requested or to have been
continued or converted
D
=
the number of days remaining in the Interest Period as of the date of such
payment or the number of days in the requested Interest Period
The Borrower shall pay such amount upon presentation by the Administrative Agent
(or as to any Lender, by such Lender) of a statement setting forth the amount
and the Administrative Agent's (or such Lender's) calculation thereof pursuant
hereto, which statement shall be deemed true and correct absent manifest