ACCORDANCE WITH SECTION 2.5.
THE BORROWERS MAY EXERCISE THE
TERM-OUT ONLY ONCE DURING THE TERM OF THIS AGREEMENT.
(D)
THE BORROWERS HEREBY AGREE TO PAY ANY AND ALL COSTS (IF ANY)
REQUIRED PURSUANT TO SECTION 4.9 INCURRED BY ANY LENDER IN CONNECTION WITH THE
EXERCISE OF THE TERM-OUT.
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ARTICLE III
INTENTIONALLY OMITTED
ARTICLE IV
GENERAL LOAN PROVISIONS
SECTION 4.1
Interest.
(A)
INTEREST RATE OPTIONS.
SUBJECT TO THE PROVISIONS OF THIS SECTION,
AT THE ELECTION OF THE COMPANY, ON BEHALF OF THE BORROWERS, (I) LOANS (OTHER
THAN SWINGLINE LOANS) SHALL BEAR INTEREST AT (A) THE ADJUSTED CD RATE PLUS THE
APPLICABLE MARGIN OR (B) THE LIBOR RATE PLUS THE APPLICABLE MARGIN (PROVIDED
THAT THE LIBOR RATE SHALL NOT BE AVAILABLE UNTIL THREE (3) BUSINESS DAYS AFTER
THE CLOSING DATE) AND (II) ANY SWINGLINE LOAN SHALL BEAR INTEREST AT A RATE OF
INTEREST PER ANNUM MUTUALLY AGREED TO BETWEEN THE SWINGLINE LENDER AND THE
BORROWERS.
THE COMPANY, ON BEHALF OF THE BORROWERS, SHALL SELECT THE RATE OF
INTEREST AND INTEREST PERIOD, IF ANY, APPLICABLE TO ANY LOAN AT THE TIME A
NOTICE OF BORROWING IS GIVEN OR AT THE TIME A NOTICE OF CONVERSION/CONTINUATION
IS GIVEN PURSUANT TO SECTION 4.2.
ANY LOAN OR ANY PORTION THEREOF AS TO WHICH
THE COMPANY HAS NOT DULY SPECIFIED AN INTEREST RATE AS PROVIDED HEREIN SHALL BE
DEEMED A CD RATE LOAN.
(B)
INTEREST PERIODS.
IN CONNECTION WITH EACH LOAN THAT IS A LIBOR
RATE LOAN, THE BORROWERS, BY GIVING NOTICE AT THE TIMES DESCRIBED IN SECTION 2.3
SHALL ELECT AN INTEREST PERIOD TO BE APPLICABLE TO SUCH LIBOR RATE LOAN.
(C)
DEFAULT RATE.
SUBJECT TO SECTION 11.3, (I) IMMEDIATELY UPON THE
OCCURRENCE AND DURING THE CONTINUANCE OF AN EVENT OF DEFAULT UNDER
SECTION 11.1(A), (B), (I) OR (J), OR (II) AT THE ELECTION OF THE REQUIRED
LENDERS, UPON THE OCCURRENCE AND DURING THE CONTINUANCE OF ANY OTHER EVENT OF
DEFAULT, NO BORROWER SHALL HAVE THE OPTION TO REQUEST LIBOR RATE LOANS OR
SWINGLINE LOANS.
THE BORROWERS SHALL PAY TO THE ADMINISTRATIVE AGENT, FOR THE
ACCOUNT OF THE LENDERS, INTEREST AT THE DEFAULT RATE ON ANY PRINCIPAL OF ANY
LOAN AND (TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW) ON ANY OTHER AMOUNT
PAYABLE BY THE BORROWERS UNDER THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT WHICH
IS NOT PAID IN FULL WHEN DUE (WHETHER AT STATED MATURITY, BY ACCELERATION OR
OTHERWISE), FOR THE PERIOD FROM AND INCLUDING THE DUE DATE THEREOF TO BUT
EXCLUDING THE DATE THE SAME IS PAID IN FULL.
INTEREST SHALL CONTINUE TO ACCRUE
ON THE OBLIGATIONS AFTER THE FILING BY OR AGAINST ANY BORROWER OF ANY PETITION
SEEKING ANY RELIEF IN BANKRUPTCY OR UNDER ANY ACT OR LAW PERTAINING TO
INSOLVENCY OR DEBTOR RELIEF, WHETHER STATE, FEDERAL OR FOREIGN.
(D)
INTEREST PAYMENT AND COMPUTATION.
INTEREST ON EACH CD RATE LOAN
SHALL BE DUE AND PAYABLE IN ARREARS ON THE LAST BUSINESS DAY OF EACH CALENDAR
QUARTER COMMENCING JUNE 30, 2008; AND INTEREST ON EACH LIBOR RATE LOAN SHALL BE
DUE