Common use of Fixed Rate Loans Clause in Contracts

Fixed Rate Loans. In the event that (i) the Borrower shall have accepted the Bank’s offer of a Fixed Rate with respect to a particular proposed Fixed Rate Loan, and such Fixed Rate Loan was not made because either (x) the Borrower rejected such Fixed Rate Loan or the proceeds thereof, or (y) such Fixed Rate Loan was not advanced by the Bank because any condition precedent therefor set forth in Article V was not satisfied, or (b) for any reason any Fixed Rate Loan shall have been, prior to the end of the Fixed Period therefor, either repaid, prepaid or converted to a Variable Rate Loan (including, without limitation, as a result of the acceleration thereof in accordance with Section 8.2), then in any such case referred to in clause (i) or clause (ii) above (each a “Breakage Event”), the Bank shall promptly (and in any event within ten (10) Business Days thereafter) (A) determine the Fixed Rate Breakage Amount arising out of such Breakage Event, and (B) deliver a certificate thereof to the Borrower stating such Fixed Breakage Amount. In the event such Fixed Rate Breakage Amount is a positive number, such Fixed Rate Breakage Amount shall be paid to the Borrower by the Bank within two (2) Business Days after the delivery of such certificate to the Borrower. In the event such Fixed Rate Breakage Amount is a negative number, such Fixed Rate Breakage Amount shall be paid to the Bank by the Borrower within two (2) Business Days after the delivery of such certificate to the Borrower.

Fixed Rate Loans. (a) In the event that (i) the Borrower shall have accepted the Bank’s offer order to borrow, or convert all or any part of a Fixed Variable Rate with respect to Loan into, a particular proposed Fixed Rate Loan, and such Fixed Rate Loan was not made because either (x) the Borrower rejected such Fixed Rate Loan or the proceeds thereof, or (y) such Fixed Rate Loan was not advanced by shall deliver to the Bank because any condition precedent therefor set forth in Article V was not satisfieda Written Fixed Borrowing Request, duly signed by or (b) for any reason any Fixed Rate Loan shall have been, prior to the end on behalf of the Fixed Period thereforBorrower, either repaidno later than 10:00 a.m., prepaid or converted to a Variable Rate Loan (includingEastern time, without limitation, as a result of the acceleration thereof in accordance with Section 8.2), then in any such case referred to in clause (i) or clause (ii) above (each a “Breakage Event”), the Bank shall promptly (and in any event within ten (10) Business Days thereafter) (A) determine the Fixed Rate Breakage Amount arising out of such Breakage Event, and (B) deliver a certificate thereof to the Borrower stating such Fixed Breakage Amount. In the event such Fixed Rate Breakage Amount is a positive number, such Fixed Rate Breakage Amount shall be paid to the Borrower by the Bank within two (2) Business Days after prior to the delivery date of such certificate requested borrowing or conversion, setting forth (i) the amount of the proposed Fixed Rate Loan, which shall be an Approved Amount, (ii) whether it is a new borrowing or a conversion of all or any part of any outstanding Variable Rate Loans, and (iii) the interest period to be used by the Borrower. In Bank to determine the event applicable Fixed Rate, which may be between 1 year and 10 years (in increments of 1 year) or such other period mutually agreed to by the Bank and the Borrower (with respect to such Fixed Rate Breakage Amount is a negative numberLoan, the “Fixed Period”). Immediately after the Borrower has delivered the Written Fixed Borrowing Request, the Borrower shall notify and confirm with the Bank by telephone the Bank’s receipt of the Written Fixed Borrowing Request. Promptly after receipt of such Written Fixed Borrowing Request and telephonic confirmation, the Bank shall endeavor to telephonically advise the Borrower by 3:30 p.m., Eastern time, on such date as to the actual Fixed Rate being offered at that moment as the Fixed Rate that would be applicable to such Fixed Rate Breakage Amount Loan, and the Borrower shall, upon being so advised of such offer of such Fixed Rate, either confirm its acceptance or rejection of such Fixed Rate. Notwithstanding anything to the contrary contained herein, in the event the Borrower shall fail to either accept or reject such offer, such offer shall be paid conclusively be deemed to the Bank by the Borrower within two (2) Business Days after the delivery of such certificate to the Borrowerhave been rejected.

Fixed Rate Loans. In Each Fixed Rate Loan shall bear interest at a rate per annum equal to the event Fixed Rate applicable to such Loan. (d) Default Interest. Notwithstanding the foregoing, if any principal of or interest on any Loan or any fee or other amount payable by a Borrower hereunder is not paid when due, whether at stated maturity, upon acceleration or otherwise, such overdue amount shall bear interest, after as well as before judgment, at a rate per annum equal to (i) in the case of overdue principal of any Loan, 2% plus the rate otherwise applicable to such Loan as provided above or (ii) in the case of any other amount, 2% plus the rate applicable to ABR Loans as provided in paragraph (a) of this Section. (e) Payment of Interest. Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date for such Loan and, in the case of Syndicated Loans and Swingline Loans, upon termination of the Commitments; provided that (i) interest accrued pursuant to paragraph (d) of this Section shall be payable on demand; (ii) in the Borrower shall have accepted the Bank’s offer event of any repayment or prepayment of any Loan (other than a prepayment of a Fixed Rate with respect Syndicated ABR Loan prior to a particular proposed Fixed Rate the Commitment Termination Date applicable to such Loan), accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment; and such Fixed Rate Loan was not made because either (xiii) in the Borrower rejected such Fixed Rate Loan or the proceeds thereof, or (y) such Fixed Rate Loan was not advanced by the Bank because event of any condition precedent therefor set forth in Article V was not satisfied, or (b) for conversion of any reason any Fixed Rate Loan shall have been, Syndicated Eurocurrency Borrowing prior to the end of the Fixed Interest Period therefor, either repaid, prepaid or converted to a Variable Rate Loan (including, without limitation, as a result of accrued interest on such Borrowing shall be payable on the acceleration thereof in accordance with Section 8.2), then in any such case referred to in clause (i) or clause (ii) above (each a “Breakage Event”), the Bank shall promptly (and in any event within ten (10) Business Days thereafter) (A) determine the Fixed Rate Breakage Amount arising out effective date of such Breakage Event, and (B) deliver a certificate thereof to the Borrower stating such Fixed Breakage Amountconversion. In the event such Fixed Rate Breakage Amount is a positive number, such Fixed Rate Breakage Amount shall be paid to the Borrower by the Bank within two (2) Business Days after the delivery of such certificate to the Borrower. In the event such Fixed Rate Breakage Amount is a negative number, such Fixed Rate Breakage Amount shall be paid to the Bank by the Borrower within two (2) Business Days after the delivery of such certificate to the Borrower.-38-

Fixed Rate Loans. In Notwithstanding any provision in this Agreement to the event that contrary, at all times on and after the Twelfth Amendment Closing Date, the amount of Fixed Rate Outstandings shall not be less than the Minimum Fixed Rate Amount. If at any time the amount of Fixed Rate Outstandings is less than the Minimum Fixed Rate Amount, then (a) outstanding Base Rate Loans shall be immediately and automatically Converted into Fixed Rate Loans (without any further action on the part of the Borrower or any other Person) until (i) the Borrower shall have accepted the Bank’s offer amount of a Fixed Rate with respect Loans is equal to a particular proposed the Minimum Fixed Rate Loan, and such Fixed Rate Loan was not made because either (x) the Borrower rejected such Fixed Rate Loan or the proceeds thereof, Amount or (yii) such Fixed all Base Rate Loan was not advanced by the Bank because any condition precedent therefor set forth in Article V was not satisfied, or Loans have been so Converted (whichever comes first); and (b) for if, after the Conversion of all Base Rate Loans to Fixed Rate Loans, the amount of Fixed Rate Outstandings is still less than the Minimum Fixed Rate Amount, then outstanding Eurodollar Rate Loans shall be immediately and automatically Converted to Fixed Rate Loans (without any reason further action of the part of the Borrower or any other Person) until the amount of Fixed Rate Loans is equal to the Minimum Fixed Rate Amount; and the Borrower shall pay any amounts required by Section 6.5. The Borrower may not Convert any Fixed Rate Loan to any other Type of Loan. All prepayments of Revolving Credit Outstandings shall have beenbe applied to Revolving Loans other than Fixed Rate Loans unless and until the only outstanding Revolving Loans are Fixed Rate Loans, prior at which point such prepayments shall be applied to the end of the Fixed Period therefor, either repaid, prepaid or converted to a Variable Rate Loan (including, without limitation, as a result of the acceleration thereof in accordance with Section 8.2), then in any such case referred to in clause (i) or clause (ii) above (each a “Breakage Event”), the Bank shall promptly (and in any event within ten (10) Business Days thereafter) (A) determine the outstanding Fixed Rate Breakage Amount arising out of such Breakage Event, and (B) deliver a certificate thereof to the Borrower stating such Fixed Breakage AmountLoans. In the event such At any time that Fixed Rate Breakage Amount is a positive numberOutstandings are less than $25,000,000, such any new Advances of Revolving Loans shall automatically be deemed to be Fixed Rate Breakage Amount shall be paid to Loans until the Borrower by the Bank within two (2) Business Days after the delivery amount of such certificate to the Borrower. In the event such Fixed Rate Breakage Amount Outstandings is a negative number, such Fixed Rate Breakage Amount shall be paid equal to the Bank by the Borrower within two (2) Business Days after the delivery of such certificate to the Borrower$25,000,000.