TO THE CURRENT MATURITY DATE, ELECT TO HAVE ALL (BUT NOT LESS THAN ALL) OF
THE PRINCIPAL BALANCE OF THE LOANS THEN OUTSTANDING CONVERTED TO A TERM LOAN (AS
CONVERTED, THE "TERM LOAN") EFFECTIVE AS OF THE CURRENT MATURITY DATE (THE
"TERM-OUT").
THE PRINCIPAL AMOUNT OF THE TERM LOAN (TOGETHER WITH ACCRUED AND
UNPAID INTEREST THEREON AND FEES IN RESPECT THEREOF) SHALL BE DUE AND PAYABLE ON
THE TERM LOAN MATURITY DATE.
(B)
AS A CONDITION PRECEDENT TO THE TERM-OUT,
THE BORROWERS SHALL DELIVER TO THE ADMINISTRATIVE AGENT A CERTIFICATE OF THE
COMPANY, ON BEHALF OF THE BORROWERS, DATED AS OF THE CURRENT MATURITY DATE
SIGNED BY A RESPONSIBLE OFFICER OF THE COMPANY, CERTIFYING THAT AS OF SUCH DATE,
ALL CONDITIONS SET FORTH IN SECTION 5.3 SHALL HAVE BEEN SATISFIED (WITH ALL
REFERENCES IN SUCH SECTION TO THE MAKING OF A LOAN BEING DEEMED TO BE REFERENCES
TO THE EXERCISE OF THE TERM-OUT ON THE CURRENT MATURITY DATE).
(C)
THE BORROWERS MAY REPAY, BUT NOT REBORROW,
ALL OR ANY PORTION OF THE TERM LOAN IN 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.
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) THE ADJUSTED CD RATE PLUS THE APPLICABLE MARGIN OR
(B) THE LIBOR MARKET INDEX RATE PLUS THE APPLICABLE
25
MARGIN.
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