Common use of Fixed Rate Loans Clause in Contracts

Fixed Rate Loans. (a) In order to borrow, or convert all or any part of a Variable Rate Loan into, a Fixed Rate Loan, the Borrower shall deliver to the Bank a Written Fixed Borrowing Request, duly signed by or on behalf of the Borrower, no later than 10:00 a.m., Eastern time, two (2) Business Days prior to the date of such 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 Bank to determine the 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 Loan, 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 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 conclusively be deemed to have been rejected. (b) Following acceptance of the proposed Fixed Rate by the Borrower in accordance with Section 2.3(a), the Bank shall send a written confirmation thereof to the Borrower (provided that the Bank’s failure so to do shall not affect the obligations of the Borrower hereunder). (c) To the extent the Borrower has not repaid a Fixed Rate Loan as of the earlier of (i) the last day of the Fixed Period therefor, or (ii) the date it has become due and payable, whether due to maturity, acceleration or otherwise, it shall be automatically converted to an ABR Loan on such date. Notwithstanding anything to the contrary herein contained, each Fixed Rate Loan shall be converted to an ABR Loan (i) upon notice by the Bank to the Borrower upon the occurrence or during the continuance of an Event of Default (other than an Event of Default under Section 8.1(h) or (i)), and (ii) automatically and without notice upon the occurrence or during the continuance of an Event of Default under Section 8.1(h) or (i). (d) Notwithstanding anything to the contrary herein contained, the Borrower’s right to make borrowings and/or conversions pursuant to this Section 2.3 shall cease (i) upon notice by the Bank to the Borrower upon the occurrence or during the continuance of an Event of Default (other than an Event of Default under Section 8.1(h) or (i)) that the Borrower’s right to make elections pursuant to Section 2.3 has been terminated, and (ii) automatically and without notice upon the occurrence or during the continuance of an Event of Default under Section 8.1(h) or (i).

Fixed Rate Loans. (a) In order Subject to borrowthe terms of §3.2.2(b), so long as no Default or convert all or any part Event of a Variable Rate Loan into, a Fixed Rate LoanDefault shall then exist, the Borrower shall deliver have the right, at its election, to prepay the Bank a Written Fixed Borrowing Request, duly signed by or on behalf outstanding amount of the BorrowerFixed Rate Loans (including, no later without limiting §3.2.3(b), the prepayment of the Fixed Rate Loans of a single Tranche), in whole or in part, at any time without penalty or premium other than 10:00 a.m.as provided in §3.2.2(b). The Borrower shall give the Agent not less than ten (10) days prior written notice of any proposed prepayment pursuant to this §3.2.2(a) of Fixed Rate Loans specifying the proposed date of prepayment of such Loans. Each such partial prepayment of the Fixed Rate Loans shall be in an amount equal to $5,000,000 or an integral multiple of $1,000,000 in excess thereof or, Eastern timeif less, two the then outstanding balance of the Fixed Rate Loans of the applicable Tranche (2or, if applicable, the outstanding balance of all Fixed Rate Loans) Business Days prior and shall be accompanied by the payment of all charges, if any, outstanding on all Fixed Rate Loans so prepaid and of all accrued interest on the principal prepaid to the date of such 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 Bank to determine the 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 Loan, 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 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 conclusively be deemed to have been rejectedpayment. (b) Following acceptance The Borrower shall not make a voluntary prepayment, in whole or in part, on (i) any Tranche A Fixed Rate Loan during the first year of the proposed term thereof, (ii) any Tranche B Fixed Rate by Loan during the first two (2) years of the term thereof, or (iii) any Tranche C Fixed Rate Loan during the first three (3) years of the term thereof (each of the foregoing periods, a “Fixed Rate Prepayment Lockout Period”). In connection with any prepayment of any Tranche A Fixed Rate Loan, Tranche B Fixed Rate Loan or Tranche C Fixed Rate Loan, except during the last year of the term thereof, the Borrower agrees to pay to the Agent for the accounts of the applicable Lenders, simultaneously with and as a condition to such prepayment, a prepayment premium calculated in accordance with Section 2.3(a), the Bank shall send a written confirmation thereof to Prepayment Premium Schedule attached hereto as Schedule 3.2.2(b) (the Borrower (provided that the Bank’s failure so to do shall not affect the obligations of the Borrower hereunder). (c) To the extent the Borrower has not repaid a “Fixed Rate Loan as Prepayment Premium”). If the unpaid principal balance of the earlier of (i) the last day any of the Fixed Period therefor, or (ii) Rate Loans is accelerated in accordance with the date it has become due and payable, whether due to maturity, acceleration or otherwise, it shall be automatically converted to an ABR Loan on such date. Notwithstanding anything to terms of this Agreement during the contrary herein contained, each Fixed Rate Loan shall be converted to an ABR Loan (i) upon notice by the Bank to the Borrower upon Prepayment Lockout Period applicable thereto or, following the occurrence or and during the continuance of an Event of Default (other than an Event of Default under Section 8.1(h) or (i))Default, and (ii) automatically and without notice upon the occurrence or during the continuance of an Event of Default under Section 8.1(h) or (i). (d) Notwithstanding anything to the contrary herein contained, Agent otherwise applies the Borrower’s right funds held by it to make borrowings and/or conversions pursuant the repayment of any portion of the unpaid principal balance of any of the Fixed Rate Loans, the Fixed Rate Prepayment Premium shall be due and payable and equal to this Section 2.3 shall cease (i) upon notice the amount obtained by multiplying the percentage indicated in the Prepayment Premium Schedule by the Bank to amount of principal being prepaid at the Borrower upon the occurrence time of such acceleration or during the continuance of an Event of Default (other than an Event of Default under Section 8.1(h) or (i)) that the Borrower’s right to make elections pursuant to Section 2.3 has been terminated, and (ii) automatically and without notice upon the occurrence or during the continuance of an Event of Default under Section 8.1(h) or (i)application.

Fixed Rate Loans. [Reserved] (a) In order to borrow, or convert all or any part of a Variable Rate Loan into, a Fixed Rate Loan, the Borrower shall deliver to the Bank a Written Fixed Borrowing Request, duly signed by or on behalf of the Borrower, no later than 10:00 a.m., Eastern time, two (2) Business Days prior to the date of such 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 Bank to determine the 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 Loan, 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 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 conclusively be deemed to have been rejected. (b) Following acceptance of the proposed Fixed Rate by the Borrower in accordance with Section 2.3(a), the Bank shall send a written confirmation thereof to the Borrower (provided that the Bank’s failure so to do shall not affect the obligations of the Borrower hereunder). (c) To the extent the Borrower has not repaid a Fixed Rate Loan as of the earlier of (i) the last day of the Fixed Period therefor, or (ii) the date it has become due and payable, whether due to maturity, acceleration or otherwise, it shall be automatically converted to an ABR Loan on such date. Notwithstanding anything to the contrary herein contained, each Fixed Rate Loan shall be converted to an ABR Loan (i) upon notice by the Bank to the Borrower upon the occurrence or during the continuance of an Event of Default (other than an Event of Default under Section 8.1(h) or (i)), and (ii) automatically and without notice upon the occurrence or during the continuance of an Event of Default under Section 8.1(h) or (i). (d) Notwithstanding anything to the contrary herein contained, the Borrower’s right to make borrowings and/or conversions pursuant to this Section 2.3 shall cease (i) upon notice by the Bank to the Borrower upon the occurrence or during the continuance of an Event of Default (other than an Event of Default under Section 8.1(h) or (i)) that the Borrower’s right to make elections pursuant to Section 2.3 has been terminated, and (ii) automatically and without notice upon the occurrence or during the continuance of an Event of Default under Section 8.1(h) or (i).

Fixed Rate Loans. (a) In order to borrow, or convert all or any part of a Variable Seven-Year Fixed Rate Loan. (i) The Seven-Year Fixed Rate Loan intoshall be in an aggregate amount equal to the Seven-Year Fixed Rate Loan Amount and shall be represented by the Seven-Year Fixed Rate Notes, each of which shall have the initial principal balance and interest rate set forth therein. Except for any prepayment of the Seven-Year Fixed Rate Loan on any Business Day (other than the first Business Day prior to the 15th day of any calendar month) from and after the third Payment Date prior to the Seven-Year Maturity Date, for which no premium or penalty shall be due, and except for any permitted prepayment of the Seven Year Fixed Rate Loan Principal Reduction as set forth in clause (ii) below, no voluntary prepayment of the Seven-Year Fixed Rate Loan shall be permitted (although Defeasance shall be permitted as described in Section 2.2). (ii) On the Payment Date in April 2006, the Borrowers shall make a scheduled principal repayment of the Seven-Year Fixed Rate Loan in an amount equal to $135,500,000 (the "Seven-Year Fixed Rate Loan Principal Reduction"), which repayment shall (provided no Loan has been accelerated) be applied toward the reduction of the outstanding principal balances of the Seven-Year Fixed Rate Notes in the respective amounts set forth therein; provided that the Borrowers shall be permitted to prepay the Seven-Year Fixed Rate Loan Principal Reduction, without premium or penalty, on any Business Day (other than first Business Day prior to the 15th day of any calendar month) that is not more than 30 days prior to the Payment Date in April 2006. (iii) The Borrowers shall provide not less than 10 Business Days' prior written notice of any prepayment permitted under this Section 1.3(a). Any such prepayment shall be accompanied by the amount of interest theretofore accrued but unpaid in respect of the principal amount so prepaid, plus, if made on a date that is not a Payment Date, the amount of interest which would have accrued on the principal amount so prepaid had it remained outstanding through the end of the Fixed Rate Interest Accrual Period in which such prepayment is made, and, if made on a date that is not a Payment Date, shall be held by Lender until the next succeeding Payment Date in an Eligible Account in the name of Lender and shall be invested at the direction of the Borrowers in Permitted Investments, and any income earned thereon during such period shall be remitted to the Borrowers on such Payment Date. (iv) The entire outstanding principal balance of the Seven-Year Fixed Rate Loan, together with interest thereon through the Borrower shall deliver to the Bank a Written Fixed Borrowing Request, duly signed by or on behalf end of the Borrower, no later than 10:00 a.m., Eastern time, two (2) Business Days prior to the date of such 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 Bank to determine the 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 Loan, 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 LoanInterest Accrual Period in which the Seven-Year Maturity Date falls, 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 conclusively be deemed due and payable by the Borrowers to have been rejectedLender on the Seven-Year Maturity Date. (b) Following acceptance Ten-Year Non-Amortizing Fixed Rate Loan. (i) The Ten-Year Non-Amortizing Fixed Rate Loan shall be in an aggregate amount equal to the Ten-Year Non-Amortizing Fixed Rate Loan Amount and shall be represented by the Ten-Year Non-Amortizing Fixed Rate Notes, each of which shall have the initial principal balance and interest rate set forth therein. Except for any prepayment of the proposed Ten-Year Non-Amortizing Fixed Rate Loan on any Business Day (other than first Business Day prior to the 15th day of any calendar month) from and after the third Payment Date prior to the Ten-Year Maturity Date, for which no premium or penalty shall be due, no voluntary prepayment of the Ten-Year Non-Amortizing Fixed Rate Loan shall be permitted (although Defeasance shall be permitted as described in Section 2.2). (ii) The Borrowers shall provide not less than 10 Business Days' prior written notice of any prepayment permitted under this Section 1.3(b). Any such prepayment shall be accompanied by the Borrower amount of interest theretofore accrued but unpaid in accordance with Section 2.3(a)respect of the principal amount so prepaid, plus, if made on a date that is not a Payment Date, the Bank amount of interest which would have accrued on the principal amount so prepaid had it remained outstanding through the end of the Fixed Rate Interest Accrual Period in which such prepayment is made, and, if made on a date that is not a Payment Date, shall send a written confirmation thereof be held by Lender until the next succeeding Payment Date in an Eligible Account in the name of Lender and shall be invested at the direction of the Borrowers in Permitted Investments, and any income earned thereon during such period shall be remitted to the Borrower Borrowers on such Payment Date. (provided that the Bank’s failure so to do shall not affect the obligations iii) The entire outstanding principal balance of the Borrower hereunder)Ten-Year Non-Amortizing Fixed Rate Loan, together with interest thereon through the end of the Fixed Rate Interest Accrual Period in which the Ten-Year Maturity Date falls, shall be due and payable by the Borrowers to Lender on the Ten-Year Maturity Date. (c) To the extent the Borrower has not repaid a Ten-Year Amortizing Fixed Rate Loan as of the earlier of Loan. (i) the last day of the Fixed Period therefor, or (ii) the date it has become due and payable, whether due to maturity, acceleration or otherwise, it shall be automatically converted to an ABR Loan on such date. Notwithstanding anything to the contrary herein contained, each The Ten-Year Amortizing Fixed Rate Loan shall be converted in an aggregate amount equal to an ABR the Ten-Year Amortizing Fixed Rate Loan (i) upon notice Amount and shall be represented by the Bank to Ten-Year Amortizing Fixed Rate Note, which shall have the Borrower upon initial principal balance and interest rate set forth therein. Except for any prepayment of the occurrence or during the continuance of an Event of Default Ten-Year Amortizing Fixed Rate Loan on any Business Day (other than an Event first Business Day prior to the 15th day of Default under any calendar month) from and after the third Payment Date prior to the Ten-Year Maturity Date, for which no premium or penalty shall be due, no voluntary prepayment of the Ten-Year Amortizing Fixed Rate Loan shall be permitted (although Defeasance shall be permitted as described in Section 8.1(h) or (i)), and (ii) automatically and without notice upon the occurrence or during the continuance of an Event of Default under Section 8.1(h) or (i2.2). (dii) Notwithstanding anything The Borrowers shall provide not less than 10 Business Days' prior written notice of any prepayment permitted under this Section 1.3(c). Any such prepayment shall be accompanied by the amount of interest theretofore accrued but unpaid in respect of the principal amount so prepaid, plus, if made on a date that is not a Payment Date, the amount of interest which would have accrued on the principal amount so prepaid had it remained outstanding through the end of the Fixed Rate Interest Accrual Period in which such prepayment is made, and, if made on a date that is not a Payment Date, shall be held by Lender until the next succeeding Payment Date in an Eligible Account in the name of Lender and shall be invested at the direction of the Borrowers in Permitted Investments, and any income earned thereon during such period shall be remitted to the contrary herein containedBorrowers on such Payment Date. (iii) On each Payment Date from and after the first Payment Date following the second anniversary of the Closing Date, the Borrower’s right to Borrowers shall make borrowings and/or conversions pursuant to this Section 2.3 a scheduled principal repayment of the Ten-Year Amortizing Fixed Rate Loan in the amount indicated in Schedule B. (iv) The entire outstanding principal balance of the Ten-Year Amortizing Fixed Rate Loan, together with interest thereon through the end of the Interest Accrual Period in which the Ten-Year Amortizing Ten-Year Maturity Date falls, shall cease (i) upon notice be due and payable by the Bank Borrowers to Lender on the Borrower upon the occurrence or during the continuance of an Event of Default (other than an Event of Default under Section 8.1(h) or (i)) that the Borrower’s right to make elections pursuant to Section 2.3 has been terminated, and (ii) automatically and without notice upon the occurrence or during the continuance of an Event of Default under Section 8.1(h) or (i)Ten-Year Maturity Date.

Fixed Rate Loans. The Borrowers may request one or more Fixed Rate Loans (aby way of Advance or Conversion) In order provided that (i)(x) with respect to borrowany Advance, or convert all or any part of a Variable Rate the Borrower has identified such Loan into, as a Fixed Rate LoanLoan in the applicable Underlying Financing Specification executed in connection with a Fixed Rate Loan each of the Approved Financings to be funded with the proceeds of such Fixed Rate Loan and (y) with respect to any Conversion, the Borrower shall deliver has identified such Loan as a Fixed Rate Loan in an amendment to the Bank a Written Fixed Borrowing Request, duly signed by or on behalf applicable Underlying Financing Specification previously executed in connection with each Loan to be Amended & Restated Loan Agreement (PF) converted and each of the BorrowerApproved Financings to be funded with the proceeds of such Fixed Rate Loan (such financings described in clauses (x) and (y), the “Fixed Rate Approved Financings”); and (ii) with respect to each Fixed Rate Loan and each corresponding Fixed Rate Approved Financing the Blended Rate shall not exceed eighty percent (80%). With respect to a Fixed Rate Approved Financing, in the event that the Blended Rate for such financing exceeds 80%, the Borrowers shall promptly cause the Applicable Valuation Percentage on the Floating Rate Portion of such financing to be reduced such that, after such reduction, the Blended Rate is equal to or less than 80%; provided that in the event that a reduction in the Applicable Valuation Percentage does not or will not result in the Blended Rate being at or below 80%, the Borrowers shall, no later than 10:00 a.m., Eastern time, two five (25) Business Days prior to from the date of such requested borrowing or conversionon which the Blended Rate exceeded 80%, setting forth (i) prepay the outstanding principal amount of the proposed Fixed Rate Loan, which shall be an Approved Amount, (ii) whether it is a new borrowing or a conversion Loan Portion of all or any part of any outstanding Variable Rate Loans, and (iii) the interest period to be used by the Bank to determine the 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 Loan, 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 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 Approved Financing in an amount equal to the contrary contained herein, in amount necessary to reduce the event the Borrower shall fail Blended Rate to either accept 80% or reject less (any such offer, such offer shall be conclusively be deemed to have been rejected. (b) Following acceptance prepayment of the proposed Fixed Rate by the Borrower in accordance with Section 2.3(a), the Bank shall send a written confirmation thereof to the Borrower (provided that the Bank’s failure so to do shall not affect the obligations of the Borrower hereunder). (c) To the extent the Borrower has not repaid a Fixed Rate Loan as of the earlier of (i) the last day of the Fixed Period therefor, or (ii) the date it has become due and payable, whether due to maturity, acceleration or otherwise, it shall be automatically converted to an ABR Loan on such date. Notwithstanding anything to the contrary herein contained, each Fixed Rate Loan shall be converted applied to an ABR such Fixed Rate Loan (i) upon notice by on a pro rata basis). The Borrowers shall submit a new Borrowing Base Certificate at the Bank time that such Applicable Valuation Percentage is so reduced. The Borrowers shall pay the outstanding principal amount of each Fixed Rate Loan on each date set forth on the amortization schedule attached to the Borrower upon Underlying Financing Specification for such Fixed Rate Loan in the occurrence or during the continuance of an Event of Default (other than an Event of Default under Section 8.1(h) or (i)), and (ii) automatically and without notice upon the occurrence or during the continuance of an Event of Default under Section 8.1(h) or (i). (d) aggregate principal amount set forth opposite each such date. Notwithstanding anything any provision to the contrary herein containedherein, the Borrower’s right in no event shall a Fixed Rate Loan be converted to make borrowings and/or conversions pursuant to this Section 2.3 shall cease (i) upon notice by the Bank to the Borrower upon the occurrence a Base Rate Loan, Eurodollar Rate Loan or during the continuance of an Event of Default (other than an Event of Default under Section 8.1(h) or (i)) that the Borrower’s right to make elections pursuant to Section 2.3 has been terminated, and (ii) automatically and without notice upon the occurrence or during the continuance of an Event of Default under Section 8.1(h) or (i)Alternative Margin Loan.