(C)
IF BORROWERS REQUEST THAT A REVOLVING LOAN BE MADE ON ANY DATE
OTHER THAN THE SETTLEMENT DATE, BORROWERS SHALL DELIVER TO LENDER AN EXECUTED
BORROWING BASE REPORT AND A WRITTEN REQUEST FOR SUCH REVOLVING LOAN
SUBSTANTIALLY IN THE FORM OF EXHIBIT 2.02(C) HERETO (A "LOAN REQUEST").
THE
BORROWING BASE REPORT AND LOAN REQUEST MAY BE DELIVERED VIA TELECOPY AND
BORROWERS ACKNOWLEDGE THAT LENDERS MAY RELY ON BORROWERS SIGNATURES BY
FACSIMILE, WHICH SHALL BE LEGALLY BINDING UPON BORROWERS.
(D)
SUBJECT TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, IF THE
BORROWING BASE REPORT (IF APPLICABLE) AND LOAN REQUEST ARE DELIVERED TO LENDER
BEFORE 12:00 P.M. (EASTERN TIME) ON THE FUNDING DATE, LENDER WILL ADVANCE ON THE
FUNDING DATE (OR THE NEXT BUSINESS DAY IF THE BORROWING BASE REPORT AND LOAN
REQUEST ARE DELIVERED AFTER 12:00 P.M. (EASTERN TIME)) TO BORROWERS A REVOLVING
LOAN IN THE AMOUNT EQUAL TO THE LESSER OF (I) THE AMOUNT OF THE REVOLVING LOAN
REQUESTED BY BORROWERS IN THE LOAN REQUEST, OR (II) THE BORROWING BASE EXCESS AS
OF SUCH DATE.
ANY ADVANCES MADE BY LENDER HEREUNDER SHALL BE TREATED FOR ALL
PURPOSES AS, AND SHALL ACCRUE INTEREST AT THE SAME RATE APPLICABLE TO, REVOLVING
LOANS.
(E)
LENDER'S DETERMINATION OF THE ESTIMATED NET VALUE OF THE ELIGIBLE
ACCOUNTS AND OTHER AMOUNTS TO BE DETERMINED OR CALCULATED UNDER THIS AGREEMENT
SHALL, IN THE ABSENCE OF MANIFEST ERROR, BE BINDING AND CONCLUSIVE.
2.03
INTEREST AND FEES.
(A)
EACH REVOLVING LOAN SHALL BEAR INTEREST ON THE OUTSTANDING
PRINCIPAL AMOUNT THEREOF FROM THE DATE MADE UNTIL SUCH REVOLVING LOAN IS PAID IN
FULL, AT A RATE PER ANNUM EQUAL TO THE LIBOR RATE PLUS THE APPLICABLE MARGIN
("INTEREST RATE"); PROVIDED THAT, NOTWITHSTANDING ANY PROVISION OF ANY LOAN
DOCUMENT, FOR THE PURPOSES OF CALCULATING INTEREST HEREUNDER, THE LIBOR RATE
SHALL AT NO TIME BE LESS THAN TWO AND ONE-HALF PERCENT (2.50%).
THE INTEREST
RATE ON ALL AMOUNTS OUTSTANDING UNDER THE CREDIT FACILITY SHALL BE ADJUSTED
DAILY BASED ON THE LIBOR RATE.
IN THE EVENT THAT ANY FINANCIAL STATEMENT
DELIVERED PURSUANT TO SECTION 6.07 HEREOF OR COVENANT COMPLIANCE CERTIFICATE
DELIVERED PURSUANT TO SECTION 6.08 HEREOF IS SHOWN TO BE INACCURATE (REGARDLESS
OF WHETHER THIS AGREEMENT IS IN EFFECT WHEN SUCH INACCURACY IS DISCOVERED), AND
SUCH INACCURACY, IF CORRECTED, WOULD HAVE LED TO THE APPLICATION OF A HIGHER
APPLICABLE MARGIN FOR ANY PERIOD (AN "APPLICABLE PERIOD") THAN THE APPLICABLE
MARGIN APPLIED FOR SUCH APPLICABLE PERIOD, AND ONLY IN SUCH CASE, THEN BORROWERS
SHALL IMMEDIATELY (I) DELIVER TO LENDER A CORRECTED COVENANT COMPLIANCE
CERTIFICATE FOR SUCH APPLICABLE PERIOD, (II) DETERMINE THE APPLICABLE MARGIN FOR
SUCH
3
APPLICABLE PERIOD BASED UPON THE CORRECTED COVENANT COMPLIANCE CERTIFICATE, AND
(III) IMMEDIATELY PAY TO LENDER THE ACCRUED ADDITIONAL INTEREST OWING AS A
RESULT OF SUCH INCREASED APPLICABLE MARGIN FOR SUCH APPLICABLE PERIOD.
(B)
IF ANY EVENT OF DEFAULT SHALL OCCUR AND BE CONTINUING, THE RATE OF
INTEREST APPLICABLE TO EACH REVOLVING LOAN THEN OUTSTANDING SHALL BE THE DEFAULT
RATE.
THE DEFAULT RATE SHALL APPLY FROM THE DATE