OVER WHICH THE ADMINISTRATIVE AGENT HAS CONTROL WITH THE AMOUNT OF
ALL PAYMENTS TO BE MADE HEREUNDER AND UNDER THE LOAN DOCUMENTS, INCLUDING ALL
FEES AND EXPENSES, AS AND WHEN SUCH PAYMENTS ARE DUE. THE
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ADMINISTRATIVE AGENT'S FAILURE TO DELIVER ANY BILL, STATEMENT OR INVOICE WITH
RESPECT TO AMOUNTS DUE UNDER THIS SECTION OR UNDER ANY LOAN DOCUMENT SHALL NOT
AFFECT THE BORROWER'S OBLIGATION TO PAY ANY INSTALLMENT OF PRINCIPAL, INTEREST
OR ANY OTHER AMOUNT UNDER THIS AGREEMENT WHEN DUE AND PAYABLE.
(C)
THE BORROWER SHALL MAINTAIN AT LEAST ONE DEMAND DEPOSIT ACCOUNT
WITH THE ADMINISTRATIVE AGENT FOR PURPOSES OF THIS AGREEMENT.
THE BORROWER
AUTHORIZES THE ADMINISTRATIVE AGENT TO DEPOSIT INTO SAID ACCOUNT ALL AMOUNTS TO
BE ADVANCED TO THE BORROWER HEREUNDER.
FURTHER, THE BORROWER AUTHORIZES THE
ADMINISTRATIVE AGENT (BUT THE ADMINISTRATIVE AGENT SHALL NOT BE OBLIGATED) TO
DEDUCT FROM SAID ACCOUNT, OR ANY OTHER ACCOUNT MAINTAINED BY THE BORROWER AT THE
ADMINISTRATIVE AGENT, ANY AMOUNT PAYABLE HEREUNDER ON OR AFTER THE DATE UPON
WHICH IT IS DUE AND PAYABLE.
SUCH AUTHORIZATION SHALL INCLUDE BUT NOT BE
LIMITED TO AMOUNTS PAYABLE WITH RESPECT TO PRINCIPAL, INTEREST, FEES AND
EXPENSES.
SECTION 2.13.
COMPUTATIONS.
INTEREST ON ALL LOANS, THE COMMITMENT FEE
AND ANY OTHER AMOUNTS PAYABLE HEREUNDER OR UNDER THE NOTES OR IN CONNECTION
HEREWITH OR THEREWITH SHALL BE COMPUTED ON THE BASIS OF A 360-DAY YEAR AND
ACTUAL DAYS ELAPSED.
SECTION 2.14.
MINIMUM AMOUNTS OF BORROWINGS AND PREPAYMENTS.
EXCEPT
FOR BORROWINGS WHICH EXHAUST THE REMAINING AMOUNT OF THE AGGREGATE REVOLVING
LOAN COMMITMENT OR PREPAYMENTS WHICH PREPAY THE AGGREGATE REVOLVING LOAN
COMMITMENT IN FULL, EACH BORROWING AND VOLUNTARY PREPAYMENT OF A LOAN AND EACH
CONVERSION OR CONTINUATION OF A LOAN SHALL BE IN AN AMOUNT AT LEAST EQUAL TO ONE
HUNDRED FIFTY THOUSAND ($150,000) DOLLARS IN THE CASE OF BASE RATE LOANS, AND
THREE MILLION ($3,000,000) DOLLARS (AND IN INTEGRAL MULTIPLES OF ONE HUNDRED
THOUSAND ($100,000) DOLLARS IN EXCESS THEREOF) IN THE CASE OF LIBOR LOANS.
SECTION 2.15.
ADDITIONAL COSTS.
(A)
IN THE EVENT THAT COMPLIANCE BY
ANY BANK WITH ANY FUTURE REQUEST OR DIRECTIVE (WHETHER OR NOT HAVING THE FORCE
OF LAW) MADE OR ISSUED AFTER THE DATE HEREOF OR ANY REGULATORY CHANGE (INCLUDING
FOR THE PURPOSES OF THIS SECTION 2.15, ANY LAW, RULE, REGULATION OR GUIDELINES
ADOPTED AT ANY TIME, WHETHER OR NOT SUCH LAW, RULE, REGULATION OR GUIDELINES WAS
IN EFFECT ON OR PRIOR TO THE DATE HEREOF, PURSUANT TO OR ARISING OUT OF THE JUNE
2004 REPORT OF THE BASEL COMMITTEE ON BANKING SUPERVISION ENTITLED
"INTERNATIONAL CONVERGENCE OF CAPITAL MEASUREMENT AND CAPITAL STANDARDS: A
REVISED FRAMEWORK" AND ANY AMENDMENTS THERETO OR OTHER OR SUBSEQUENT REPORT OF
THE BASEL COMMITTEE) SHALL (I) CHANGE THE BASIS OF TAXATION OF ANY AMOUNTS
PAYABLE TO SUCH BANK UNDER THIS AGREEMENT OR THE NOTES IN RESPECT OF ANY LOANS
(OTHER THAN TAXES IMPOSED ON THE OVERALL NET INCOME OF SUCH BANK FOR ANY SUCH
LOANS BY THE UNITED STATES OF AMERICA OR THE JURISDICTION IN WHICH SUCH BANK HAS
ITS PRINCIPAL