TOTAL INTEREST RECEIVED BY THE ADMINISTRATIVE AGENT, ON BEHALF OF LENDERS,
IS EQUAL TO THE TOTAL INTEREST THAT WOULD HAVE BEEN RECEIVED HAD THE INTEREST
PAYABLE HEREUNDER BEEN (BUT FOR THE OPERATION OF THIS PARAGRAPH) THE INTEREST
RATE PAYABLE SINCE THE CLOSING DATE AS OTHERWISE PROVIDED IN THIS AGREEMENT.
SECTION 2.10
CONVERSION AND CONTINUATION OPTIONS.
(A)
OPTION.
THE
BORROWER MAY ELECT (I) IN THE CASE OF ANY EURODOLLAR RATE LOAN, (A) TO CONTINUE
SUCH EURODOLLAR RATE LOAN OR ANY PORTION THEREOF FOR AN ADDITIONAL INTEREST
PERIOD ON THE LAST DAY OF THE INTEREST PERIOD APPLICABLE THERETO AND (B) TO
CONVERT SUCH EURODOLLAR RATE LOAN OR ANY PORTION THEREOF INTO A BASE RATE LOAN
AT ANY TIME ON ANY BUSINESS DAY, SUBJECT TO THE PAYMENT OF ANY BREAKAGE COSTS
REQUIRED BY SECTION 2.16(A), AND (II) IN THE CASE OF BASE RATE LOANS (OTHER THAN
SWING LOANS), TO CONVERT SUCH BASE RATE LOANS OR ANY PORTION THEREOF INTO
EURODOLLAR RATE LOANS AT ANY TIME ON ANY BUSINESS DAY UPON 3 BUSINESS DAYS'
PRIOR NOTICE RECEIVED BY 1:00 P.M. ON SUCH BUSINESS DAY; PROVIDED, HOWEVER,
THAT, (X) FOR EACH INTEREST PERIOD, THE AGGREGATE AMOUNT OF EURODOLLAR RATE
LOANS HAVING SUCH INTEREST PERIOD MUST BE AN INTEGRAL MULTIPLE OF $1,000,000 AND
(Y) NO CONVERSION IN WHOLE OR IN PART OF BASE RATE LOANS TO EURODOLLAR RATE
LOANS AND NO CONTINUATION IN WHOLE OR IN PART OF EURODOLLAR RATE LOANS SHALL BE
PERMITTED AT ANY TIME AT WHICH (1) AN EVENT OF DEFAULT SHALL BE CONTINUING AND
THE ADMINISTRATIVE AGENT OR THE REQUIRED LENDERS SHALL HAVE DETERMINED IN THEIR
SOLE DISCRETION NOT TO PERMIT SUCH CONVERSIONS OR CONTINUATIONS OR (2) SUCH
CONTINUATION OR CONVERSION WOULD BE MADE DURING A SUSPENSION IMPOSED BY
SECTION 2.15.
(B)
PROCEDURE.
EACH SUCH ELECTION SHALL BE MADE BY GIVING THE
ADMINISTRATIVE AGENT AT LEAST THREE (3) BUSINESS DAYS' PRIOR NOTICE IN
SUBSTANTIALLY THE FORM OF EXHIBIT F (A "NOTICE OF CONVERSION OR CONTINUATION")
DULY COMPLETED.
THE ADMINISTRATIVE AGENT SHALL PROMPTLY NOTIFY EACH LENDER OF
ITS RECEIPT OF A NOTICE OF CONVERSION OR CONTINUATION AND OF THE OPTIONS
SELECTED THEREIN.
IF THE ADMINISTRATIVE AGENT DOES NOT RECEIVE A TIMELY NOTICE
OF CONVERSION OR CONTINUATION FROM THE BORROWER CONTAINING A PERMITTED ELECTION
TO CONTINUE OR CONVERT ANY EURODOLLAR RATE LOAN, THEN, UPON THE EXPIRATION OF
THE APPLICABLE INTEREST PERIOD, SUCH LOAN SHALL BE AUTOMATICALLY CONVERTED TO A
BASE RATE LOAN.
EACH PARTIAL CONVERSION OR CONTINUATION SHALL BE ALLOCATED
RATABLY AMONG THE LENDERS IN THE APPLICABLE FACILITY IN ACCORDANCE WITH THEIR
PRO RATA SHARE.
SECTION 2.11
FEES.
(A)
UNUSED COMMITMENT FEE.
THE BORROWER SHALL PAY
TO THE ADMINISTRATIVE AGENT, FOR THE RATABLE BENEFIT OF THE REVOLVING CREDIT
LENDERS, A FEE (THE "UNUSED COMMITMENT FEE") CALCULATED ON A DAILY BASIS IN AN
AMOUNT EQUAL TO:
(i)
the ending daily balance of the aggregate Revolving Credit
Commitments, less
(ii)
the sum of the ending daily balance of all Revolving Loans
and L/C Obligations outstanding for each day occurring during the preceding
calendar month (the difference