PRINCIPAL AMOUNT OF THE LOANS, AND,
TO THE EXTENT PERMITTED BY APPLICABLE LAW, OVERDUE INTEREST AND FEES IN RESPECT
OF ALL LOANS, SHALL BEAR INTEREST AT THE ANNUAL RATE EQUAL TO THE SUM OF THE
BASE RATE AND TWO PERCENT (2%), OR, IF ANY COMMITTED LOAN SHALL HAVE BEEN
CONTINUED AS, OR CONVERTED INTO, A EURO-CURRENCY LOAN, THEN, AS TO SUCH
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LOAN ONLY, THE SUM OF THE EURO-CURRENCY RATE AND THE APPLICABLE MARGIN FOR
EURO-CURRENCY LOANS, AND TWO PERCENT (2%) (COLLECTIVELY, THE "DEFAULT RATE").
(D)
THE ADMINISTRATIVE AGENT SHALL DETERMINE EACH INTEREST RATE
APPLICABLE TO THE LOANS HEREUNDER.
THE ADMINISTRATIVE AGENT SHALL GIVE PROMPT
NOTICE TO THE BORROWER AND THE BANKS OF EACH RATE OF INTEREST SO DETERMINED, AND
ITS DETERMINATION THEREOF SHALL BE CONCLUSIVE IN THE ABSENCE OF DEMONSTRABLE
ERROR.
(E)
INTEREST ON ALL LOANS BEARING INTEREST AT THE BASE RATE SHALL BE
PAYABLE ON THE FIRST BUSINESS DAY OF EACH CALENDAR MONTH. INTEREST ON ALL LOANS
BEARING INTEREST BASED ON THE EURO-CURRENCY RATE SHALL BE PAYABLE ON THE LAST
EURO-CURRENCY BUSINESS DAY OF THE APPLICABLE INTEREST PERIOD.
SECTION 2.7.
Fees.
(A)
COMMITMENT FEE. IF THE CLOSING DATE SHALL NOT HAVE OCCURRED BY
AUGUST 15, 2007, FOR THE PERIOD BEGINNING ON AUGUST 15, 2007 AND ENDING ON THE
CLOSING DATE OR THE DATE ON WHICH THE COMMITMENTS ARE OTHERWISE TERMINATED
HEREUNDER (THE "COMMITMENT FEE PERIOD"), THE BORROWER SHALL PAY TO THE
ADMINISTRATIVE AGENT FOR THE ACCOUNT OF THE BANKS RATABLY IN PROPORTION TO THEIR
RESPECTIVE COMMITMENTS A COMMITMENT FEE ON THE AGGREGATE COMMITMENTS AT THE RATE
OF 0.10% PER ANNUM. THE COMMITMENT FEE SHALL BE PAYABLE IN ARREARS ON THE LAST
BUSINESS DAY OF EACH MARCH, JUNE, SEPTEMBER AND DECEMBER DURING THE COMMITMENT
FEE PERIOD AND ON THE CLOSING DATE AND THE DATE OF ANY TERMINATION OF THE
COMMITMENTS.
(B)
THE BORROWER AGREES TO PAY TO THE ADMINISTRATIVE AGENT THE FEES IN
THE AMOUNTS AND ON THE DATES AS SET FORTH IN ANY AGREEMENTS WITH THE
ADMINISTRATIVE AGENT AND TO PERFORM ANY OTHER OBLIGATIONS CONTAINED THEREIN.
SECTION 2.8.
Termination of Commitments and Maturity Date. The
term (the "Term") of the Commitments (and each Bank's obligations to make Loans)
shall terminate and expire on the Closing Date, which shall not be later than
October 15, 2007. Any Loans outstanding on the Maturity Date (together with
accrued interest thereon and all other Obligations) shall be due and payable on
such date.
SECTION 2.9.
Optional Prepayments.
(A)
THE BORROWER MAY, UPON AT LEAST ONE (1) BUSINESS DAY'S NOTICE TO
THE ADMINISTRATIVE AGENT, PREPAY ANY GROUP OF BASE RATE LOANS, IN WHOLE AT ANY
TIME, OR FROM TIME TO TIME IN PART IN AMOUNTS AGGREGATING ONE MILLION DOLLARS
($1,000,000) OR MORE, BY PAYING THE PRINCIPAL AMOUNT TO BE PREPAID TOGETHER WITH
ACCRUED INTEREST THEREON TO THE DATE OF PREPAYMENT.
(B)
THE BORROWER MAY, UPON AT LEAST THREE (3) EURO-CURRENCY BUSINESS
DAYS' NOTICE TO THE ADMINISTRATIVE AGENT, GIVEN NO LATER THAN 1:00 P.M. (NEW
YORK TIME, WITH RESPECT TO DOLLAR DENOMINATED LOANS)