CLOSING DATE UP TO BUT EXCLUDING
THE MATURITY DATE AT THE INTEREST RATE.
(B)
INTEREST CALCULATION.
INTEREST ON THE OUTSTANDING PRINCIPAL
BALANCE OF EACH OF THE TRANCHES SHALL ACCRUE AT THE APPLICABLE INTEREST RATE FOR
EACH TRANCHE CALCULATED ON AN ACTUAL/360 BASIS.
BORROWER ACKNOWLEDGES THAT
INTEREST CALCULATED ON AN ACTUAL/360 BASIS EXCEEDS INTEREST CALCULATED ON A
30/360 BASIS.
(C)
DETERMINATION OF INTEREST RATE.
(I)
THE
INTEREST RATE WITH RESPECT TO THE LOAN SHALL BE:
(A) THE LIBOR RATE WITH
RESPECT TO THE APPLICABLE INTEREST ACCRUAL PERIOD FOR EACH TRANCHE OF A LIBOR
LOAN OR (B) THE BASE RATE FOR A BASE RATE LOAN IF THE LOAN IS CONVERTED TO A
BASE RATE LOAN PURSUANT TO THE PROVISIONS HEREOF.
NOTWITHSTANDING ANY PROVISION
OF THIS AGREEMENT TO THE CONTRARY, IN NO EVENT SHALL BORROWER HAVE THE RIGHT TO
CONVERT A LIBOR LOAN TO A BASE RATE LOAN.
(II)
SUBJECT TO
THE TERMS AND CONDITIONS HEREOF, THE LOAN SHALL BE A LIBOR LOAN AND BORROWER
SHALL PAY INTEREST ON THE OUTSTANDING PRINCIPAL AMOUNT OF THE LOAN AT THE LIBOR
RATE FOR EACH TRANCHE FOR THE APPLICABLE INTEREST ACCRUAL PERIOD FOR EACH SUCH
TRANCHE.
ANY CHANGE IN THE RATE OF INTEREST FOR A TRANCHE HEREUNDER DUE TO A
CHANGE IN THE INTEREST RATE SHALL BECOME EFFECTIVE AS OF THE OPENING OF BUSINESS
ON THE FIRST DAY OF THE IMMEDIATELY SUCCEEDING INTEREST ACCRUAL PERIOD
APPLICABLE TO SUCH TRANCHE ON WHICH SUCH CHANGE IN THE INTEREST RATE SHALL
BECOME EFFECTIVE.
EACH DETERMINATION BY ADMINISTRATIVE AGENT OF THE INTEREST
RATE APPLICABLE TO EACH TRANCHE SHALL BE CONCLUSIVE AND BINDING UPON BORROWER
AND EACH LENDER FOR ALL PURPOSES ABSENT MANIFEST ERROR.
(III)
IN THE EVENT
THAT ADMINISTRATIVE AGENT SHALL HAVE DETERMINED (WHICH DETERMINATION SHALL BE
CONCLUSIVE AND BINDING UPON BORROWER AND EACH LENDER ABSENT MANIFEST ERROR) THAT
BY REASON OF CIRCUMSTANCES AFFECTING THE INTERBANK EURODOLLAR MARKET, ADEQUATE
AND REASONABLE MEANS DO NOT EXIST FOR ASCERTAINING LIBOR, THEN ADMINISTRATIVE
AGENT SHALL FORTHWITH GIVE NOTICE BY TELEPHONE OF SUCH DETERMINATION, CONFIRMED
IN WRITING, TO BORROWER AND EACH LENDER AT LEAST ONE (1) DAY PRIOR TO THE LAST
DAY OF THE INTEREST ACCRUAL PERIOD FOR THE RELATED TRANCHE.
IF SUCH NOTICE IS
GIVEN, THE RELATED OUTSTANDING LIBOR LOAN SHALL BE CONVERTED, ON THE LAST DAY OF
THE THEN CURRENT INTEREST ACCRUAL PERIOD FOR THE RELATED TRANCHE, TO A BASE RATE
LOAN.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, IF THE LOAN
HAS BEEN CONVERTED TO A BASE RATE LOAN PURSUANT TO THIS SECTION, OR IF PURSUANT
TO SECTION 2.5(C)(V) OR SECTION 2.5(C)(VII), INCREASED COSTS ARE PAYABLE BY
BORROWER, BORROWER MAY, AT ITS OPTION AND UPON FIFTEEN (15) DAYS' PRIOR NOTICE
TO ADMINISTRATIVE AGENT (OR SUCH SHORTER PERIOD OF TIME AS MAY BE PERMITTED BY
ADMINISTRATIVE AGENT IN ITS SOLE DISCRETION), PREPAY THE DEBT IN WHOLE, BUT NOT
IN PART, WITHOUT THE PAYMENT OF ANY PREPAYMENT OR SPREAD MAINTENANCE PREMIUM OR
PENALTY BUT WITH PAYMENT OF ANY BREAKAGE COSTS.
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(IV)
IF, PURSUANT
TO THE TERMS HEREOF, ANY PORTION OF THE