behalf of the Borrower, whether or not the Person giving such notice has
authority in fact to request Advances on behalf of the Borrower and whether or
not the requested Advance or the application of the proceeds of such Advance
constitutes an Event of Default or would constitute an Event of Default but for
the requirement that notice be given or time elapse or both. The Bank shall
incur no liability to the Borrower in acting upon any notice or other
communication, whether given via telephone facsimile or telex or otherwise in
writing, which the Bank believes in good faith to have been given by any Person
authorized to give notices requesting Advances on behalf of the Borrower or in
otherwise acting in good faith under this Agreement.
SECTION 2.4 Commitment and Facility Fees. In consideration of the
Commitment available on the terms of this Agreement, the Borrower agrees to pay
to the Bank (a) a commitment fee on the average daily unused portion of the
Commitment from September 22, 1999, until the Termination Date at the rate of
[*] percent ([*]%) per annum, payable quarterly in arrears on the last day of
each March, June, September and December during the term of the Commitment,
commencing September 30, 1999, and on the Termination Date, (b) a facility fee
equal to [*], payable in five equal consecutive installments of [*] the first
installment due on or prior to the date of the initial Advance, and the
succeeding installments on the last day of September in each of 2000, 2001, 2002
and 2003; provided that if the unused portion of the Commitment is terminated in
whole pursuant to Section 2.5, Section 2.9 or Section 7.1, then the entire
unpaid balance of the facility fee referred to in Section 2.4(b) shall become
and be forthwith due and payable, without presentment, demand, protest or any
notice of any kind, all of which are hereby expressly waived by the Borrower.
SECTION 2.5 Reduction and Termination of the Commitment. The Borrower
shall have the right, upon at least two Business Days notice to the Bank, to
terminate in whole or reduce in part the unused portion of the Commitment;
provided that each partial reduction shall be in an amount of not less than
SECTION 2.6 Repayment. The Borrower shall repay the aggregate unpaid
principal amount of all Advances in accordance with the Note.
SECTION 2.7 Interest.
(a) Ordinary Interest. The Borrower shall pay interest on
the unpaid principal amount of each Advance from the date of such Advance until
such principal amount shall be paid in full, at the following rates per annum:
(i) Base Rate Advances. During such periods as such
Advance is a Base Rate Advance, a rate per annum equal at all times to
the Base Rate in effect from time to time, payable monthly on the last
day of each calendar month and on the date such Base Rate Advance shall
be Converted or paid in full.
(ii) Eurodollar Rate Advances. During such periods as
such Advance is a Eurodollar Rate Advance, a rate per annum equal at all
times during the Interest Period for such Advance to the Eurodollar Rate
[*] Confidential treatment requested.