objection thereto describing the error or errors contained in any such
statements.
2.11.
FEES.
Borrowers shall pay to the Agent, as and when due and payable under the terms of
the Fee Letter, the fees set forth in the Fee Letter.
2.12.
[INTENTIONALLY OMITTED].
2.13.
LIBOR OPTION.
(A)
INTEREST AND INTEREST PAYMENT DATES.
IN LIEU OF HAVING INTEREST
CHARGED AT THE RATE BASED UPON THE BASE RATE, BORROWERS SHALL HAVE THE OPTION
(THE "LIBOR OPTION") TO HAVE INTEREST ON ALL OR A PORTION OF THE TERM LOAN B BE
CHARGED AT A RATE OF INTEREST BASED UPON THE LIBOR RATE.
INTEREST ON LIBOR RATE
LOANS SHALL BE PAYABLE ON THE EARLIEST OF (I) THE LAST DAY OF THE INTEREST
PERIOD APPLICABLE THERETO, (PROVIDED, HOWEVER, THAT, SUBJECT TO THE FOLLOWING
CLAUSES (II) AND (III), IN THE CASE OF ANY INTEREST PERIOD GREATER THAN ONE
(1) MONTH IN DURATION, INTEREST SHALL BE PAYABLE AT ONE (1) MONTH INTERVALS
AFTER THE
16
COMMENCEMENT OF THE APPLICABLE INTEREST PERIOD AND ON THE LAST DAY OF SUCH
INTEREST PERIOD), (II) THE OCCURRENCE OF AN EVENT OF DEFAULT IN CONSEQUENCE OF
WHICH THE REQUIRED LENDERS OR AGENT ON BEHALF THEREOF HAVE ELECTED TO ACCELERATE
THE MATURITY OF ALL OR ANY PORTION OF THE OBLIGATIONS, OR (III) TERMINATION OF
THIS AGREEMENT PURSUANT TO THE TERMS HEREOF.
ON THE LAST DAY OF EACH APPLICABLE
INTEREST PERIOD, UNLESS ADMINISTRATIVE BORROWER PROPERLY HAS EXERCISED THE LIBOR
OPTION WITH RESPECT THERETO, THE INTEREST RATE APPLICABLE TO SUCH LIBOR RATE
LOAN AUTOMATICALLY SHALL CONVERT TO THE RATE OF INTEREST THEN APPLICABLE TO BASE
RATE LOANS HEREUNDER.
AT ANY TIME THAT AN EVENT OF DEFAULT HAS OCCURRED AND IS
CONTINUING, BORROWERS NO LONGER SHALL HAVE THE OPTION TO REQUEST THAT THE TERM
LOAN B BEAR INTEREST AT A RATE BASED UPON THE LIBOR RATE AND AGENT SHALL HAVE
THE RIGHT TO CONVERT THE INTEREST RATE ON ALL OUTSTANDING LIBOR RATE LOANS TO
THE RATE THEN APPLICABLE TO BASE RATE LOANS HEREUNDER.
(B)
LIBOR ELECTION.
(I)
ADMINISTRATIVE BORROWER MAY, AT ANY TIME
AND FROM TIME TO TIME, SO LONG AS NO EVENT OF DEFAULT HAS OCCURRED AND IS
CONTINUING, ELECT TO EXERCISE THE LIBOR OPTION BY NOTIFYING THE AGENT PRIOR TO
2:00 P.M. (NEW YORK TIME) AT LEAST 3 BUSINESS DAYS PRIOR TO THE COMMENCEMENT OF
THE PROPOSED INTEREST PERIOD (THE "LIBOR DEADLINE").
NOTICE OF ADMINISTRATIVE
BORROWER'S ELECTION OF THE LIBOR OPTION FOR A PERMITTED PORTION OF THE TERM LOAN
B AND AN INTEREST PERIOD PURSUANT TO THIS SECTION SHALL BE MADE BY DELIVERY TO
THE AGENT OF A LIBOR NOTICE RECEIVED BY THE AGENT BEFORE THE LIBOR DEADLINE, OR
BY TELEPHONIC NOTICE RECEIVED BY THE AGENT BEFORE THE LIBOR DEADLINE (TO BE
CONFIRMED BY DELIVERY TO THE AGENT OF A LIBOR NOTICE RECEIVED BY THE AGENT PRIOR
TO 5:00 P.M. (NEW YORK TIME) ON THE SAME DAY).
PROMPTLY UPON ITS RECEIPT OF
EACH SUCH LIBOR NOTICE, AGENT SHALL PROVIDE A COPY THEREOF TO EACH OF THE
LENDERS.
(II)
EACH LIBOR NOTICE SHALL