OF SUCH LENDER IN A FACE PRINCIPAL AMOUNT EQUAL TO SUCH LENDER'S REVOLVING LOAN
COMMITMENT.
THE TERM LOAN OF EACH LENDER SHALL BE EVIDENCED BY A NOTE, WITH
APPROPRIATE INSERTIONS, PAYABLE TO THE ORDER OF SUCH LENDER IN A FACE PRINCIPAL
AMOUNT EQUAL TO SUCH LENDER'S TERM LOAN COMMITMENT.
3.2
RECORDKEEPING.
THE ADMINISTRATIVE AGENT, ON
BEHALF OF EACH LENDER, SHALL RECORD IN ITS RECORDS, THE DATE AND AMOUNT OF EACH
LOAN MADE BY EACH LENDER, EACH REPAYMENT OR CONVERSION THEREOF AND, IN THE CASE
OF EACH LIBOR LOAN, THE DATES ON WHICH EACH INTEREST PERIOD FOR SUCH LOAN SHALL
BEGIN AND END.
THE AGGREGATE UNPAID PRINCIPAL AMOUNT SO RECORDED SHALL BE
REBUTTABLY PRESUMPTIVE EVIDENCE OF THE PRINCIPAL AMOUNT OF THE LOANS OWING AND
UNPAID.
THE FAILURE TO SO RECORD ANY SUCH AMOUNT OR ANY ERROR IN SO RECORDING
ANY SUCH AMOUNT SHALL NOT, HOWEVER, LIMIT OR OTHERWISE AFFECT THE OBLIGATIONS OF
THE COMPANY HEREUNDER OR UNDER ANY NOTE TO REPAY THE PRINCIPAL AMOUNT OF THE
LOANS HEREUNDER, TOGETHER WITH ALL INTEREST ACCRUING THEREON.
28
SECTION 4
INTEREST.
4.1
INTEREST RATES.
THE COMPANY PROMISES TO PAY
INTEREST ON THE UNPAID PRINCIPAL AMOUNT OF EACH LOAN FOR THE PERIOD COMMENCING
ON THE DATE OF SUCH LOAN UNTIL SUCH LOAN IS PAID IN FULL AS FOLLOWS:
(A)
AT ALL TIMES WHILE SUCH LOAN IS A BASE RATE
LOAN, AT A RATE PER ANNUM EQUAL TO THE SUM OF THE BASE RATE FROM TIME TO TIME IN
EFFECT PLUS THE BASE RATE MARGIN FROM TIME TO TIME IN EFFECT; AND
(B)
AT ALL TIMES WHILE SUCH LOAN IS A LIBOR
LOAN, AT A RATE PER ANNUM EQUAL TO THE SUM OF THE LIBOR RATE APPLICABLE TO EACH
INTEREST PERIOD FOR SUCH LOAN PLUS THE LIBOR MARGIN FROM TIME TO TIME IN EFFECT;
provided that at any time an Event of Default exists, unless the Required
Lenders otherwise consent, the interest rate applicable to each Loan shall
automatically be increased by 2%; provided further that such increase may
thereafter be rescinded by the Required Lenders, notwithstanding Section 15.1.
4.2
INTEREST PAYMENT DATES.
ACCRUED INTEREST ON
EACH BASE RATE LOAN SHALL BE PAYABLE IN ARREARS ON THE LAST DAY OF EACH CALENDAR
MONTH AND ON THE TERMINATION DATE.
ACCRUED INTEREST ON EACH LIBOR LOAN SHALL BE
PAYABLE ON THE LAST DAY OF EACH INTEREST PERIOD RELATING TO SUCH LOAN (AND, IN
THE CASE OF A LIBOR LOAN WITH AN INTEREST PERIOD IN EXCESS OF THREE MONTHS, ON
THE THREE-MONTH ANNIVERSARY OF THE FIRST DAY OF SUCH INTEREST PERIOD), UPON A
PREPAYMENT OF SUCH LOAN, AND AT MATURITY.
AFTER THE TERMINATION DATE, AND AT
ANY TIME AN EVENT OF DEFAULT EXISTS, ACCRUED INTEREST ON ALL LOANS SHALL BE
PAYABLE ON DEMAND.
4.3
SETTING AND NOTICE OF LIBOR RATES.
THE
APPLICABLE LIBOR RATE FOR EACH INTEREST PERIOD SHALL BE DETERMINED BY THE
ADMINISTRATIVE AGENT, AND NOTICE THEREOF SHALL BE GIVEN BY THE ADMINISTRATIVE
AGENT PROMPTLY TO THE COMPANY AND EACH LENDER.
EACH DETERMINATION OF THE
APPLICABLE LIBOR