OF
SUCH DRAWING (INCLUDING ANY SUCH REIMBURSEMENT OUT OF THE PROCEEDS OF ANY
REVOLVING LOANS), THE AMOUNT THAT SUCH LENDER WOULD HAVE BEEN ENTITLED TO
RECEIVE IN RESPECT OF THE LETTER OF CREDIT FEE THAT WOULD HAVE BEEN PAYABLE IN
RESPECT OF SUCH LETTER OF CREDIT FOR SUCH PERIOD IF NO DRAWING HAD BEEN HONORED
UNDER SUCH LETTER OF CREDIT.
IN THE EVENT ANY ISSUING BANK SHALL HAVE BEEN
REIMBURSED BY LENDERS FOR ALL OR ANY PORTION OF SUCH HONORED DRAWING, SUCH
ISSUING BANK SHALL DISTRIBUTE TO EACH LENDER WHICH HAS PAID ALL AMOUNTS PAYABLE
BY IT UNDER SECTION 2.3(E) WITH RESPECT TO SUCH HONORED DRAWING SUCH LENDER'S
PRO RATA SHARE OF ANY INTEREST RECEIVED BY ISSUING BANK IN RESPECT OF THAT
PORTION OF SUCH HONORED DRAWING SO REIMBURSED BY LENDERS FOR THE PERIOD FROM THE
DATE ON WHICH ISSUING BANK WAS SO REIMBURSED BY LENDERS TO BUT EXCLUDING THE
DATE ON WHICH SUCH PORTION OF SUCH HONORED DRAWING IS REIMBURSED BY THE
BORROWER.
54
(H)
THE BORROWER HEREBY AUTHORIZES THE
ADMINISTRATIVE AGENT, FROM TIME TO TIME, WITHOUT PRIOR NOTICE TO THE BORROWER,
TO CHARGE SUCH INTEREST AND FEES, ALL SECURED PARTY EXPENSES (AS AND WHEN
INCURRED), THE CHARGES, COMMISSIONS, FEES, THE FEES AND COSTS PROVIDED FOR IN
SECTION 2.10 (AS AND WHEN ACCRUED OR INCURRED), AND ALL OTHER PAYMENTS AS AND
WHEN DUE AND PAYABLE UNDER ANY CREDIT DOCUMENT TO THE BORROWER, WHICH AMOUNTS
THEREAFTER SHALL CONSTITUTE LOANS HEREUNDER AND SHALL ACCRUE INTEREST AT THE
RATE THEN APPLICABLE TO ADVANCES HEREUNDER.
ANY INTEREST NOT PAID WHEN DUE
SHALL BE COMPOUNDED AND SHALL THEREAFTER CONSTITUTE LOANS HEREUNDER AND SHALL
ACCRUE INTEREST AT THE RATE THEN APPLICABLE TO LOANS THAT ARE BASE RATE LOANS
HEREUNDER.
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 REVOLVING 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 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).