RATE INDEX IS NOT AVAILABLE FROM TELERATE), AS OF THE
LIBOR RATE COMMENCEMENT DATE OF THE APPLICABLE 90-DAY LIBOR RATE INTEREST
PERIOD, BY (B) 1.00 MINUS ANY
3
Reserve Requirement for the 90-Day LIBOR Rate Interest Period (expressed as a
decimal), plus (ii) the applicable Margin in effect for the Margin Period during
which such 90-Day LIBOR Rate Interest Period shall commence.
(DD)
"90-DAY LIBOR RATE INTEREST PERIOD" SHALL MEAN, IN
THE CASE OF BORROWER'S ELECTION OF A 90-DAY LIBOR RATE, A PERIOD BEGINNING ON
THE APPLICABLE LIBOR RATE COMMENCEMENT DATE ON WHICH THE APPLICABLE 90-DAY LIBOR
RATE SHALL TAKE EFFECT AND ENDING THREE (3) CALENDAR MONTHS THEREAFTER.
Except as otherwise specifically defined in this Note, all capitalized words and
phrases used in this Note shall be as defined in the Loan Agreement unless the
context clearly requires to the contrary or except as may be otherwise
indicated.
II.
SECURITY; INCORPORATION BY REFERENCE OF
OTHER DOCUMENTS:
This Note is the "Term Note No. 2" referred to in, and entitled to the security
of, the Loan Agreement, and proceeds of which shall be advanced in accordance
with, the applicable provisions of the Loan Agreement relating to the "Term Loan
No. 2" (as defined in the Loan Agreement).
This Note is secured by each
Security Agreement and any other Loan Documents which provide security for the
Loan.
The Loan Agreement, each Security Agreement and each of such other Loan
Documents, and all terms and conditions thereof, are hereby incorporated herein
by this reference.
This Note is guaranteed by the Guaranty of the Guarantor.
III.
INTEREST ACCRUAL:
(A)
DURING THE ENTIRE TERM OF THIS NOTE (UNLESS
INTEREST SHALL BE ACCRUING AT THE DEFAULT RATE PURSUANT TO THE TERMS HEREOF),
THE OUTSTANDING PRINCIPAL AMOUNT SHALL BEAR INTEREST AT THE APPLICABLE LIBOR
RATE FROM TIME TO TIME IN EFFECT AS HEREINAFTER PROVIDED (AND EACH TIME THE
LIBOR RATE SHALL CHANGE, THE INTEREST RATE SHALL CHANGE CONTEMPORANEOUSLY WITH
SUCH CHANGE IN THE LIBOR RATE), WITH SUCH LIBOR RATE TO BE DETERMINED AND/OR
ELECTED BY BORROWER FOR EACH RESPECTIVE LIBOR RATE INTEREST PERIOD AS FOLLOWS:
(1)
CONCURRENTLY WITH THE EXECUTION OF THIS
NOTE AND FROM TIME TO TIME DURING THE TERM OF THIS NOTE, BORROWER SHALL DELIVER
TO BANK, FOR RECEIPT BY BANK AT LEAST TWO (2) BUSINESS DAYS PRIOR TO THE
COMMENCEMENT OF THE APPLICABLE 30-DAY LIBOR RATE INTEREST PERIOD, 60-DAY LIBOR
RATE INTEREST PERIOD, OR 90-DAY LIBOR RATE INTEREST PERIOD, A LIBOR RATE
ELECTION NOTICE PROVIDING FOR BORROWER'S ELECTION (A "LIBOR RATE ELECTION
OPTION") FOR THE OUTSTANDING PRINCIPAL BALANCE TO BEAR INTEREST AT EITHER THE
30-DAY LIBOR RATE, THE 60-DAY LIBOR RATE, OR THE 90-DAY LIBOR RATE, AND
SPECIFYING THE LIBOR RATE COMMENCEMENT DATE OF THE CORRESPONDING LIBOR RATE
INTEREST PERIOD DURING WHICH SUCH LIBOR RATE SHALL BE CHARGED; PROVIDED,
HOWEVER, THAT:
(A)
IN THE EVENT THAT BORROWER DOES NOT TIMELY AND
PROPERLY DELIVER TO BANK A LIBOR RATE ELECTION NOTICE ELECTING THE APPLICABLE
LIBOR RATE TO BE IN EFFECT AS OF THE DATE