CURRENCY EQUIVALENT
THEREOF, ROUNDED TO THE NEAREST ONE MILLION UNITS OF SUCH CURRENCY.
(B)
THE BORROWER SHALL, ON EACH DATE WHEN ANY REDUCTION IN THE
COMMITMENT AMOUNT SHALL BECOME EFFECTIVE INCLUDING PURSUANT TO SECTION 2.2, MAKE
A MANDATORY PREPAYMENT OF LOANS EQUAL TO THE EXCESS, IF ANY, OF THE AGGREGATE
OUTSTANDING PRINCIPAL AMOUNT OF ALL LOANS OVER THE COMMITMENT AMOUNT AS SO
REDUCED.
(C)
ON THE DATE OF THE MAKING OF ANY LOAN AND ON THE DATE OF A
CONTINUATION/CONVERSION NOTICE WITH RESPECT TO ANY LOAN OR AT ANY OTHER TIME
PERIODICALLY, THE AGENT SHALL DETERMINE THAT THE AGGREGATE PRINCIPAL AMOUNT OF
ALL LOANS OUTSTANDING (AFTER CONVERTING ALL LOANS DENOMINATED IN ALTERNATE
CURRENCIES OR NON-MAJOR ALTERNATE CURRENCIES TO THEIR DOLLAR EQUIVALENT ON THE
DATE OF CALCULATION) IS GREATER THAN 100% OF THE COMMITMENT AMOUNT THEN IN
EFFECT, THE BORROWER SHALL, UPON THREE BUSINESS DAYS, WRITTEN NOTICE FROM THE
AGENT, PREPAY AN AGGREGATE PRINCIPAL AMOUNT OF SUCH LOANS DENOMINATED IN
ALTERNATE CURRENCIES OR NON-MAJOR ALTERNATE CURRENCIES, AS THE CASE MAY BE, SUCH
THAT THE DOLLAR EQUIVALENT OF THE OUTSTANDING PRINCIPAL AMOUNT OF SUCH LOANS,
WHEN ADDED TO THE AGGREGATE PRINCIPAL AMOUNT OF ALL LOANS OUTSTANDING
DENOMINATED IN DOLLARS, DOES NOT EXCEED THE COMMITMENT AMOUNT.
(D)
EACH PREPAYMENT OF ANY LOANS MADE PURSUANT TO THIS SECTION SHALL
BE WITHOUT PREMIUM OR PENALTY, EXCEPT AS MAY BE REQUIRED BY SECTION 4.4.
NO
VOLUNTARY PREPAYMENT OF PRINCIPAL OF ANY LOANS SHALL CAUSE A REDUCTION IN THE
COMMITMENT AMOUNT.
SECTION 3.3.
INTEREST PROVISIONS.
INTEREST ON THE OUTSTANDING PRINCIPAL AMOUNT
OF LOANS SHALL ACCRUE AND BE PAYABLE IN ACCORDANCE WITH THIS SECTION 3.3.
19
SECTION 3.3.1.
RATES.
PURSUANT TO AN APPROPRIATELY DELIVERED BORROWING REQUEST
OR CONTINUATION/CONVERSION NOTICE, THE BORROWER MAY ELECT THAT THE LOANS ACCRUE
INTEREST AT A RATE PER ANNUM:
(A)
ON THAT PORTION MAINTAINED FROM TIME TO TIME AS BASE RATE LOANS,
EQUAL TO THE ALTERNATE BASE RATE FROM TIME TO TIME IN EFFECT;
(B)
ON THAT PORTION MAINTAINED AS LIBO RATE LOANS, DURING EACH
INTEREST PERIOD APPLICABLE THERETO, EQUAL TO THE SUM OF THE LIBO RATE (RESERVE
ADJUSTED) OR THE LIBO ALTERNATE RATE, AS THE CASE MAY BE, APPLICABLE TO THE
RELEVANT CURRENCY FOR SUCH INTEREST PERIOD PLUS THE MARGIN SET FORTH BELOW
OPPOSITE THE BORROWER'S SENIOR DEBT RATINGS IN THE FOLLOWING TABLE:
If the Borrower's
Senior Debt Ratings are
The
Applicable
Margin is
S&P
Moody's
A+ or above
A1 or above
15.50 b.p.
A
A2
23.00
b.p.
A-
A3
31.50
b.p.
BBB+
Baa1
39.50
b.p.
BBB
Baa2
50.00
b.p.
BBB- or below
Baa3 or below
70.00
b.p.
If, during any Interest Period, there is any change in such Senior Debt Ratings
which would result in an adjustment in the Applicable Margin, such adjustment
shall be effective as of the date on which such change occurs.
For purposes of
determining the Applicable Margin, if Moody's and S&P have split Senior Debt
Ratings with a difference of only one rating tier, the higher Senior Debt Rating
shall be determinative and the lower Senior