YORK CITY TIME) ON THE THIRD BUSINESS DAY PRIOR
TO THE DATE OF THE PROPOSED CONVERSION AND SUBJECT TO THE PROVISIONS OF SECTIONS
2.09 AND 2.13, CONVERT ALL LOANS OF ONE TYPE OWED BY THE BORROWER INTO LOANS OF
THE OTHER TYPE; PROVIDED, HOWEVER, THAT ANY CONVERSION OF EURODOLLAR RATE LOANS
INTO ALTERNATE BASE RATE LOANS SHALL BE MADE ONLY ON THE
21
LAST DAY OF AN INTEREST PERIOD FOR SUCH EURODOLLAR RATE LOANS.
EACH SUCH NOTICE
OF A CONVERSION SHALL, WITHIN THE RESTRICTIONS SPECIFIED ABOVE, SPECIFY (I) THE
DATE OF SUCH CONVERSION, (II) THE LOANS TO BE CONVERTED, AND (III) IF SUCH
CONVERSION IS INTO EURODOLLAR RATE LOANS, THE DURATION OF THE INITIAL INTEREST
PERIOD FOR SUCH LOANS.
EACH NOTICE OF CONVERSION SHALL BE IRREVOCABLE AND
BINDING ON THE BORROWER.
(B)
MANDATORY CONVERSION. (I) ON THE DATE ON WHICH THE AGGREGATE
UNPAID PRINCIPAL AMOUNT OF EURODOLLAR RATE LOANS SHALL BE REDUCED, BY PAYMENT OR
PREPAYMENT OR OTHERWISE, TO LESS THAN $5,000,000, SUCH LOANS SHALL AUTOMATICALLY
CONVERT INTO ALTERNATE BASE RATE LOANS, AND (II) UPON THE OCCURRENCE AND DURING
THE CONTINUANCE OF ANY EVENT OF DEFAULT, (X) EACH EURODOLLAR RATE LOAN WILL
AUTOMATICALLY, ON THE LAST DAY OF THE THEN EXISTING INTEREST PERIOD THEREFOR,
CONVERT INTO A ALTERNATE BASE RATE LOAN AND (Y) THE OBLIGATION OF THE LENDERS TO
MAKE, OR TO CONVERT ADVANCES INTO, EURODOLLAR RATE LOANS SHALL BE SUSPENDED.
SECTION 2.11.
[INTENTIONALLY OMITTED]
SECTION 2.12.
INCREASED COSTS.
(A)
IF, DUE TO EITHER (I) THE
INTRODUCTION OF OR ANY CHANGE IN OR IN THE INTERPRETATION OF ANY LAW OR
REGULATION AFTER THE DATE HEREOF OR (II) THE COMPLIANCE WITH ANY GUIDELINE OR
REQUEST FROM ANY CENTRAL BANK OR OTHER GOVERNMENTAL AUTHORITY (WHETHER OR NOT
HAVING THE FORCE OF LAW) ISSUED AFTER THE DATE HEREOF, THERE SHALL BE ANY
INCREASE IN THE COST TO ANY LENDER OF AGREEING TO MAKE OR MAKING, FUNDING OR
MAINTAINING EURODOLLAR RATE LOANS (EXCLUDING FOR PURPOSES OF THIS SECTION 2.12
ANY SUCH INCREASED COSTS RESULTING FROM (I) TAXES OR OTHER TAXES (AS TO WHICH
SECTION 2.15 SHALL GOVERN) AND (II) CHANGES IN THE BASIS OF TAXATION OF OVERALL
NET INCOME OR OVERALL GROSS INCOME BY THE UNITED STATES OR BY THE FOREIGN
JURISDICTION OR STATE UNDER THE LAWS OF WHICH SUCH LENDER IS ORGANIZED OR HAS
ITS APPLICABLE LENDING OFFICE OR ANY POLITICAL SUBDIVISION THEREOF), THEN THE
BORROWER AGREES TO PAY FROM TIME TO TIME, UPON DEMAND BY SUCH LENDER (WITH A
COPY OF SUCH DEMAND TO THE ADMINISTRATIVE AGENT), TO THE ADMINISTRATIVE AGENT
FOR THE ACCOUNT OF SUCH LENDER ADDITIONAL AMOUNTS SUFFICIENT TO COMPENSATE SUCH
LENDER FOR SUCH INCREASED COST PROVIDED, HOWEVER, THAT ANY LENDER CLAIMING
ADDITIONAL AMOUNTS UNDER THIS SECTION 2.12 SHALL USE REASONABLE EFFORTS
(CONSISTENT WITH ITS INTERNAL POLICY AND LEGAL AND REGULATORY RESTRICTIONS) TO
DESIGNATE A DIFFERENT APPLICABLE LENDING OFFICE IF SUCH CHANGE WOULD AVOID THE
NEED FOR, OR REDUCE THE AMOUNT OF, SUCH INCREASED COST THAT MAY THEREAFTER
ACCRUE AND WOULD NOT, IN THE REASONABLE JUDGMENT OF SUCH LENDER,