OTHER COMPONENT, CARRYING THE RESULT TO ONE PLACE
MORE THAN THE NUMBER OF PLACES BY WHICH SUCH
24
RATIO IS EXPRESSED HEREIN AND ROUNDING THE RESULT UP OR DOWN TO THE NEAREST
NUMBER (WITH A ROUNDING-UP IF THERE IS NO NEAREST NUMBER).
1.5
TIMES OF DAY.
UNLESS OTHERWISE SPECIFIED, ALL REFERENCES HEREIN
TO TIMES OF DAY SHALL BE REFERENCES TO EASTERN TIME (DAYLIGHT OR STANDARD, AS
APPLICABLE).
2.
AMOUNT AND TERMS OF LOANS.
2.1
LOANS.
SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN THIS
AGREEMENT, EACH OF THE LENDERS SEVERALLY AGREES TO LEND TO THE BORROWER ON THE
EFFECTIVE DATE THE AGGREGATE PRINCIPAL AMOUNT OF SUCH LENDER'S COMMITMENT
AMOUNT, FOR THE PURPOSES SET FORTH IN SECTION 2.13.
ON THE EFFECTIVE DATE, THE
TOTAL COMMITMENT AMOUNT AS OF THE EFFECTIVE DATE SHALL BE DISBURSED TO BORROWER
IN A SINGLE ADVANCE.
THE LOANS SHALL BE MADE PRO RATA IN ACCORDANCE WITH EACH
LENDER'S COMMITMENT PERCENTAGE.
THE ACCEPTANCE BY BORROWER OF THE LOANS
HEREUNDER SHALL CONSTITUTE A REPRESENTATION AND WARRANTY BY THE BORROWER THAT
ALL OF THE CONDITIONS SET FORTH IN SECTION 5 HAVE BEEN SATISFIED OR WAIVED.
NO
LENDER SHALL HAVE ANY OBLIGATION TO MAKE A LOAN TO THE BORROWER OF MORE THAN THE
PRINCIPAL FACE AMOUNT OF ITS NOTE.
NO PORTION OF ANY LOAN THAT IS REPAID OR
PREPAID MAY BE REBORROWED HEREUNDER.
2.2
NOTES.
(A)
NOTES AS EVIDENCE OF INDEBTEDNESS.
THE LOAN OF EACH LENDER SHALL
BE EVIDENCED BY A PROMISSORY NOTE OF THE BORROWER, SUBSTANTIALLY IN THE FORM OF
EXHIBIT E, WITH APPROPRIATE INSERTIONS THEREIN AS TO DATE AND PRINCIPAL AMOUNT
(EACH, AS ENDORSED OR MODIFIED FROM TIME TO TIME, A "NOTE" AND, COLLECTIVELY
WITH THE NOTES OF ALL OTHER LENDERS, THE "NOTES"), PAYABLE TO THE ORDER OF SUCH
LENDER FOR THE ACCOUNT OF ITS APPLICABLE LENDING OFFICE IN THE PRINCIPAL FACE
AMOUNT EQUAL TO THE ORIGINAL AMOUNT OF THE COMMITMENT OF SUCH LENDER AND
REPRESENTING THE OBLIGATION OF THE BORROWER TO PAY THE LESSER OF (A) THE
ORIGINAL AMOUNT OF THE COMMITMENT OF SUCH LENDER AND (B) THE AGGREGATE UNPAID
PRINCIPAL BALANCE OF ALL LOANS OF SUCH LENDER, PLUS INTEREST AND OTHER AMOUNTS
DUE AND OWING TO THE LENDERS UNDER THE LOAN DOCUMENTS.
(B)
NOTES GENERALLY.
EACH NOTE SHALL BEAR INTEREST FROM THE DATE
THEREOF ON THE UNPAID PRINCIPAL BALANCE THEREOF AT THE APPLICABLE INTEREST RATE
OR RATES PER ANNUM DETERMINED AS PROVIDED IN SECTION 2.7 AND SHALL BE STATED TO
MATURE ON THE MATURITY DATE.
THE FOLLOWING INFORMATION SHALL BE RECORDED BY
EACH LENDER ON ITS BOOKS:
(I) THE DATE AND AMOUNT OF THE LOAN OF SUCH LENDER;
(II) ITS CHARACTER AS A PRIME RATE LOAN, A LIBOR LOAN OR A COMBINATION THEREOF;
(III) THE INTEREST RATE AND INTEREST PERIOD APPLICABLE TO LIBOR LOANS; AND
(IV) EACH PAYMENT AND PREPAYMENT OF THE PRINCIPAL THEREOF; PROVIDED, THAT THE
FAILURE OF SUCH LENDER TO MAKE ANY SUCH RECORDATION OR ENDORSEMENT SHALL NOT
AFFECT THE OBLIGATIONS OF THE BORROWER TO MAKE PAYMENT WHEN DUE OF ANY AMOUNT
OWING