THAN $60,000 PER YEAR (EXCLUSIVE OF OUT OF POCKET EXPENSES)
FOR FINANCIAL ANALYSES AND EXAMINATIONS AND PERIODIC APPRAISALS OF INVENTORY IN
THE AGGREGATE.
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2.13
LIBOR RATE LOANS.
ANY OTHER PROVISIONS HEREIN TO
THE CONTRARY NOTWITHSTANDING, THE FOLLOWING PROVISIONS SHALL GOVERN WITH RESPECT
TO LIBOR RATE LOANS AS TO THE MATTERS COVERED:
(A)
BORROWING; CONVERSION; CONTINUATION.
ADMINISTRATIVE BORROWER MAY FROM TIME TO TIME, ON OR AFTER THE CLOSING DATE (AND
SUBJECT TO THE SATISFACTION OF THE REQUIREMENTS OF SECTIONS 3.1 AND 3.2),
REQUEST IN A WRITTEN OR TELEPHONIC COMMUNICATION WITH AGENT: (I) ADVANCES TO
CONSTITUTE LIBOR RATE LOANS; (II) THAT REFERENCE RATE LOANS BE CONVERTED INTO
LIBOR RATE LOANS; OR (III) THAT EXISTING LIBOR RATE LOANS CONTINUE FOR AN
ADDITIONAL INTEREST PERIOD.
ANY SUCH REQUEST SHALL SPECIFY THE AGGREGATE AMOUNT
OF THE REQUESTED LIBOR RATE LOANS, THE PROPOSED FUNDING DATE THEREFOR (WHICH
SHALL BE A BUSINESS DAY, AND WITH RESPECT TO CONTINUED LIBOR RATE LOANS SHALL BE
THE LAST DAY OF THE INTEREST PERIOD OF THE EXISTING LIBOR RATE LOANS BEING
CONTINUED), AND THE PROPOSED INTEREST PERIOD (IN EACH CASE SUBJECT TO THE
LIMITATIONS SET FORTH BELOW).
LIBOR RATE LOANS MAY ONLY BE MADE, CONTINUED, OR
EXTENDED IF, AS OF THE PROPOSED FUNDING DATE THEREFOR, EACH OF THE FOLLOWING
CONDITIONS IS SATISFIED:
(v)
no Event of Default exists;
(w)
no more than five Interest Periods may be in
effect at any one time;
(x)
the amount of each LIBOR Rate Loan
borrowed, converted, or continued must be in an amount not less than $5,000,000
and integral multiples of $1,000,000 in excess thereof;
(y)
Agent shall have determined that the
Interest Period or Adjusted LIBOR Rate is available to it and can be readily
determined as of the date of the request for such LIBOR Rate Loan by Borrowers;
and
(z)
Agent shall have received such request at
least three Business Days prior to the proposed Funding Date therefor.
Any request by Administrative Borrower to borrow LIBOR Rate Loans, to convert
Reference Rate Loans to LIBOR Rate Loans, or to continue any existing LIBOR Rate
Loans shall be irrevocable, except to the extent that any Lender shall determine
under Sections 2.13(a), 2.14 or 2.15 that such LIBOR Rate Loans cannot be made
or continued.
(B)
DETERMINATION OF INTEREST PERIOD.
BY GIVING
NOTICE AS SET FORTH IN SECTION 2.12(A), BORROWERS SHALL SELECT AN INTEREST
PERIOD FOR SUCH LIBOR RATE LOAN.
THE DETERMINATION OF THE INTEREST PERIOD SHALL
BE SUBJECT TO THE FOLLOWING PROVISIONS:
(I)
IN THE CASE OF IMMEDIATELY SUCCESSIVE
INTEREST PERIODS, EACH SUCCESSIVE INTEREST PERIOD SHALL COMMENCE ON THE DAY ON
WHICH THE NEXT PRECEDING INTEREST PERIOD EXPIRES;
(II)
IF ANY INTEREST PERIOD WOULD OTHERWISE
EXPIRE ON A DAY WHICH IS NOT A BUSINESS DAY, THE INTEREST PERIOD SHALL BE
EXTENDED TO EXPIRE ON THE NEXT SUCCEEDING BUSINESS DAY; PROVIDED, HOWEVER, THAT
IF THE NEXT SUCCEEDING BUSINESS DAY OCCURS IN THE FOLLOWING CALENDAR MONTH, THEN
SUCH INTEREST PERIOD SHALL EXPIRE ON THE IMMEDIATELY PRECEDING BUSINESS DAY;
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(III)
IF