RESPECT TO ANY VOLUNTARY PREPAYMENT OF A BASE
RATE LOAN, ACCRUED INTEREST SHALL INSTEAD BE PAYABLE ON THE APPLICABLE INTEREST
PAYMENT DATE.
2.8
CONVERSION/CONTINUATION.
(A)
SUBJECT TO SECTION 2.17 AND SO LONG AS NO DEFAULT OR EVENT OF
DEFAULT SHALL HAVE OCCURRED AND THEN BE CONTINUING, THE BORROWER SHALL HAVE THE
OPTION:
(I)
TO CONVERT AT ANY TIME ALL OR ANY PART OF ANY LOAN EQUAL TO
$5,000,000 AND INTEGRAL MULTIPLES OF $1,000,000 IN EXCESS OF THAT AMOUNT FROM
ONE TYPE OF LOAN TO ANOTHER TYPE OF LOAN; PROVIDED, A EURODOLLAR RATE LOAN MAY
ONLY BE CONVERTED ON THE EXPIRATION OF THE INTEREST
32
PERIOD APPLICABLE TO SUCH EURODOLLAR RATE LOAN UNLESS THE BORROWER SHALL PAY ALL
AMOUNTS DUE UNDER SECTION 2.17 IN CONNECTION WITH ANY SUCH CONVERSION; OR
(II)
UPON THE EXPIRATION OF ANY INTEREST PERIOD APPLICABLE TO ANY
EURODOLLAR RATE LOAN, TO CONTINUE ALL OR ANY PORTION OF SUCH LOAN EQUAL TO
$5,000,000 AND INTEGRAL MULTIPLES OF $1,000,000 IN EXCESS OF THAT AMOUNT AS A
EURODOLLAR RATE LOAN.
(B)
THE BORROWER SHALL DELIVER A CONVERSION/CONTINUATION NOTICE TO THE
ADMINISTRATIVE AGENT NO LATER THAN NOON (NEW YORK CITY TIME) ON THE DATE OF THE
PROPOSED CONVERSION DATE (IN THE CASE OF A CONVERSION TO A BASE RATE LOAN) AND
AT LEAST THREE BUSINESS DAYS IN ADVANCE OF THE PROPOSED CONVERSION/CONTINUATION
DATE (IN THE CASE OF A CONVERSION TO, OR A CONTINUATION OF, A EURODOLLAR RATE
LOAN).
EXCEPT AS OTHERWISE PROVIDED HEREIN, A CONVERSION/CONTINUATION NOTICE
FOR CONVERSION TO, OR CONTINUATION OF, ANY EURODOLLAR RATE LOANS (OR TELEPHONIC
NOTICE IN LIEU THEREOF) SHALL BE IRREVOCABLE AND THE BORROWER SHALL BE BOUND TO
EFFECT A CONVERSION OR CONTINUATION IN ACCORDANCE THEREWITH.
(C)
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE FOREGOING, NO
CONVERSION IN WHOLE OR IN PART TO A EURODOLLAR RATE LOAN SHALL BE PERMITTED AT
ANY TIME AT WHICH (I) A DEFAULT OR EVENT OF DEFAULT SHALL HAVE OCCURRED AND BE
CONTINUING OR (II) THE CONTINUATION OF, OR CONVERSION INTO, A EURODOLLAR RATE
LOAN WOULD VIOLATE ANY PROVISION OF SECTION 2.17.
2.9
DEFAULT INTEREST.
UPON THE OCCURRENCE AND DURING THE CONTINUANCE
OF AN EVENT OF DEFAULT, THE PRINCIPAL AMOUNT OF ALL LOANS OUTSTANDING AND, TO
THE EXTENT PERMITTED BY APPLICABLE LAW, ANY INTEREST PAYMENTS ON THE LOANS OR
ANY FEES OR OTHER AMOUNTS OWED HEREUNDER, SHALL THEREAFTER BEAR INTEREST
(INCLUDING POST-PETITION INTEREST IN ANY PROCEEDING UNDER THE BANKRUPTCY CODE OR
OTHER APPLICABLE BANKRUPTCY LAWS) PAYABLE ON DEMAND AT A RATE THAT IS 2% PER
ANNUM IN EXCESS OF THE INTEREST RATE OTHERWISE PAYABLE HEREUNDER WITH RESPECT TO
THE APPLICABLE LOANS (OR, IN THE CASE OF ANY SUCH FEES AND OTHER AMOUNTS, AT A
RATE WHICH IS 2% PER ANNUM IN EXCESS OF THE INTEREST RATE OTHERWISE PAYABLE
HEREUNDER FOR BASE RATE LOANS); PROVIDED, IN THE CASE OF EURODOLLAR RATE LOANS,
UPON THE EXPIRATION OF THE INTEREST PERIOD IN EFFECT AT THE TIME ANY SUCH
INCREASE IN INTEREST RATE IS EFFECTIVE, SUCH EURODOLLAR RATE LOANS SHALL
THEREUPON BECOME BASE RATE LOANS