RECORD ON ITS
BOOKS THE PRINCIPAL AMOUNT OF THE TERM LOAN OWING TO EACH LENDER FROM TIME TO
TIME.
IN ADDITION, EACH LENDER IS AUTHORIZED, AT SUCH LENDER'S OPTION, TO NOTE
THE DATE AND AMOUNT OF EACH PAYMENT OR PREPAYMENT OF PRINCIPAL OF SUCH LENDER'S
TERM LOAN IN ITS BOOKS AND RECORDS, INCLUDING COMPUTER RECORDS, SUCH BOOKS AND
RECORDS CONSTITUTING PRESUMPTIVE EVIDENCE, ABSENT MANIFEST ERROR, OF THE
ACCURACY OF THE INFORMATION CONTAINED THEREIN.
(D)
TERM NOTES.
THE BORROWERS SHALL EXECUTE AND
DELIVER TO THE AGENT, ON BEHALF OF EACH LENDER, EFFECTIVE AS OF THE CLOSING DATE
AND ON THE DATE OF THE ASSIGNMENT OF ANY PORTION OF ANY LENDER'S TERM LOAN, A
TERM NOTE, TO EVIDENCE SUCH LENDER'S TERM LOAN, IN THE PRINCIPAL AMOUNT EQUAL TO
THE GREATER OF THE AMOUNT OF SUCH LENDER'S COMMITMENT WITH RESPECT TO THE TERM
LOAN OR THE AGGREGATE PRINCIPAL AMOUNT OF THE TERM LOAN OWED TO SUCH LENDER.
(E)
COMMITMENT TERMINATION.
ALL COMMITMENTS
SHALL AUTOMATICALLY TERMINATE AT 5:00 P.M., NEW YORK CITY TIME, ON JUNE 1, 2009,
IF THE CONDITIONS TO THE FUNDING DATE SET FORTH IN SECTION 10.1 SHALL NOT HAVE
BEEN SATISFIED BY SUCH TIME.
Section 2.3
Interest.
(A)
INTEREST RATES.
THE TERM LOAN SHALL BEAR
INTEREST ON THE UNPAID OUTSTANDING PRINCIPAL AMOUNT THEREOF (INCLUDING, TO THE
EXTENT PERMITTED BY LAW, ON ACCRUED INTEREST THEREON NOT PAID WHEN DUE) FROM THE
DATE MADE UNTIL PAID IN FULL IN CASH AT A PER ANNUM RATE EQUAL TO THE LESSER OF
(I) THE MAXIMUM RATE OR (II) THE LIBOR RATE FOR THE RELEVANT INTEREST PERIOD
APPLICABLE TO SUCH TERM LOAN, PLUS TWELVE PERCENT (12.0%).
SUBJECT TO
SECTION 2.5, ALL INTEREST CHARGES ON THE OBLIGATIONS SHALL BE COMPUTED ON THE
BASIS OF A YEAR OF 360 DAYS AND ACTUAL DAYS ELAPSED (WHICH RESULTS IN MORE
INTEREST BEING PAID THAN IF COMPUTED ON THE BASIS OF A 365-DAY YEAR).
(B)
THE BASIS FOR DETERMINING THE LIBOR RATE AND
THE INTEREST PERIOD WITH RESPECT TO THE TERM LOAN OR ANY PORTION OF THE TERM
LOAN (AS THE BORROWERS MAY ELECT), SHALL BE SELECTED BY THE BORROWERS AND
NOTIFIED TO AGENT PURSUANT TO THE APPLICABLE FUNDING NOTICE OR CONTINUATION
NOTICE, AS THE CASE MAY BE.
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(C)
THE BORROWERS SHALL DELIVER A CONTINUATION
NOTICE TO AGENT NO LATER THAN 1:00 P.M. (NEW YORK CITY TIME) AT LEAST THREE
BUSINESS DAYS IN ADVANCE OF THE EXPIRATION OF ANY INTEREST PERIOD.
(D)
IN THE EVENT THE BORROWERS FAIL TO SPECIFY
AN INTEREST PERIOD FOR DETERMINING THE LIBOR RATE IN THE APPLICABLE FUNDING
NOTICE OR CONTINUATION NOTICE, OR IF THE BORROWERS FAIL TO DELIVER A
CONTINUATION NOTICE AS REQUIRED PURSUANT TO CLAUSE (C) ABOVE, THE LIBOR RATE FOR
THE RELATED TERM LOAN WILL BE AUTOMATICALLY DETERMINED USING
ONE-MONTH LIBOR
FOR PURPOSES OF CLAUSE (B) OF THE DEFINITION OF "LIBOR RATE."
(E)
DEFAULT RATE.
SUBJECT TO SECTION 2.5, UPON
THE OCCURRENCE AND DURING THE CONTINUANCE OF AN EVENT OF DEFAULT, THE PRINCIPAL
AMOUNT OF THE TERM LOAN OUTSTANDING AND, TO THE