THE REVOLVING LOANS AND AN INTEREST PERIOD PURSUANT TO THIS
SECTION SHALL BE MADE BY DELIVERY TO LENDER OF A LIBOR NOTICE RECEIVED BY LENDER
BEFORE THE LIBOR DEADLINE, OR BY TELEPHONIC NOTICE RECEIVED BY LENDER BEFORE THE
LIBOR DEADLINE (TO BE CONFIRMED BY DELIVERY TO LENDER OF A LIBOR NOTICE RECEIVED
BY LENDER PRIOR TO 5:00 P.M. (CALIFORNIA TIME) ON THE SAME DAY.
(II)
EACH LIBOR NOTICE SHALL BE IRREVOCABLE AND BINDING ON BORROWER.
IN CONNECTION WITH EACH LIBOR RATE LOAN, BORROWER SHALL INDEMNIFY, DEFEND, AND
HOLD LENDER HARMLESS AGAINST ANY LOSS, COST, OR EXPENSE INCURRED BY LENDER AS A
RESULT OF (A) THE PAYMENT OF ANY PRINCIPAL OF ANY LIBOR RATE LOAN OTHER THAN ON
THE LAST DAY OF AN INTEREST PERIOD APPLICABLE THERETO (INCLUDING AS A RESULT OF
AN EVENT OF DEFAULT), (B) THE CONVERSION OF ANY LIBOR RATE LOAN OTHER THAN ON
THE FIRST CALENDAR DAY AFTER THE LAST DAY OF THE INTEREST PERIOD APPLICABLE
THERETO, OR (C) THE FAILURE TO BORROW, CONVERT, CONTINUE OR PREPAY ANY LIBOR
RATE LOAN ON THE DATE SPECIFIED IN ANY LIBOR NOTICE DELIVERED PURSUANT HERETO
(SUCH LOSSES, COSTS, AND EXPENSES, COLLECTIVELY, "FUNDING LOSSES").
FUNDING
LOSSES SHALL BE DEEMED TO EQUAL THE AMOUNT
29
DETERMINED BY LENDER TO BE THE EXCESS, IF ANY, OF (X) THE AMOUNT OF INTEREST
THAT WOULD HAVE ACCRUED ON THE PRINCIPAL AMOUNT OF SUCH LIBOR RATE LOAN HAD SUCH
EVENT NOT OCCURRED, AT THE LIBOR RATE THAT WOULD HAVE BEEN APPLICABLE THERETO,
FOR THE PERIOD FROM THE DATE OF SUCH EVENT TO THE LAST DAY OF THE THEN CURRENT
INTEREST PERIOD THEREFOR (OR, IN THE CASE OF A FAILURE TO BORROW, CONVERT, OR
CONTINUE, FOR THE PERIOD THAT WOULD HAVE BEEN THE INTEREST PERIOD THEREFOR),
MINUS (Y) THE AMOUNT OF INTEREST THAT WOULD ACCRUE ON SUCH PRINCIPAL AMOUNT FOR
SUCH PERIOD AT THE INTEREST RATE WHICH LENDER WOULD BE OFFERED WERE IT TO BE
OFFERED, AT THE COMMENCEMENT OF SUCH PERIOD, DOLLAR DEPOSITS OF A COMPARABLE
AMOUNT AND PERIOD IN THE LONDON INTERBANK MARKET.
A CERTIFICATE OF LENDER
DELIVERED TO BORROWER SETTING FORTH ANY AMOUNT OR AMOUNTS THAT LENDER IS
ENTITLED TO RECEIVE PURSUANT TO THIS SECTION 2.20 SHALL BE CONCLUSIVE ABSENT
MANIFEST ERROR.
(III)
BORROWER SHALL HAVE NOT MORE THAN ONE LIBOR RATE LOAN IN EFFECT
AT ANY GIVEN TIME.
BORROWER ONLY MAY EXERCISE THE LIBOR OPTION FOR LIBOR RATE
LOANS IN MINIMUM AMOUNTS OF $1,000,000 AND INTEGRAL MULTIPLES OF $1,000,000.
(C)
PREPAYMENTS.
BORROWER MAY PREPAY LIBOR RATE LOANS AT ANY TIME;
PROVIDED, HOWEVER, THAT IN THE EVENT THAT LIBOR RATE LOANS ARE PREPAID ON ANY
DATE THAT IS NOT THE LAST DAY OF THE INTEREST PERIOD APPLICABLE THERETO,
INCLUDING AS A RESULT OF ANY AUTOMATIC PREPAYMENT THROUGH THE REQUIRED
APPLICATION BY LENDER OF PROCEEDS OF BORROWER'S COLLECTIONS OF NOTES RECEIVABLE
IN ACCORDANCE WITH SECTION 2.13 OR FOR ANY OTHER REASON, INCLUDING EARLY
TERMINATION OF THE TERM OF THIS AGREEMENT OR ACCELERATION OF ALL OR ANY PORTION
OF THE OBLIGATIONS PURSUANT TO THE TERMS