A DAY OTHER
THAN A BUSINESS DAY, THE MATURITY THEREOF WILL BE EXTENDED TO THE NEXT
SUCCEEDING BUSINESS DAY (EXCEPT AS SET FORTH IN THE DEFINITION OF LIBOR PERIOD)
AND, WITH RESPECT TO PAYMENTS OF PRINCIPAL, INTEREST THEREON SHALL BE PAYABLE AT
THE THEN APPLICABLE RATE DURING SUCH EXTENSION.
(C)
ALL COMPUTATIONS OF FEES CALCULATED ON A PER ANNUM BASIS AND
INTEREST SHALL BE MADE BY AGENT ON THE BASIS OF A 360-DAY YEAR, OTHER THAN
COMPUTATIONS OF INTEREST BASED ON THE INDEX RATE, WHICH SHALL BE MADE BY AGENT
ON THE BASIS OF A 365/6-DAY YEAR, IN EACH CASE FOR THE ACTUAL NUMBER OF DAYS
OCCURRING IN THE PERIOD FOR WHICH SUCH FEES AND INTEREST ARE PAYABLE.
THE INDEX
RATE IS A FLOATING RATE DETERMINED FOR EACH DAY.
EACH DETERMINATION BY AGENT OF
AN INTEREST RATE AND FEES HEREUNDER SHALL BE FINAL, BINDING AND CONCLUSIVE ON
BORROWER, ABSENT MANIFEST ERROR.
(D)
SO LONG AS (I) AN EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING
UNDER SECTION 6.1(A), (F) OR (G) AND WITHOUT NOTICE OF ANY KIND, OR (II) ANY
EVENT OF DEFAULT THAT RESULTED FROM A BREACH OF A COVENANT CONTAINED IN SECTION
4 HAS OCCURRED AND IS CONTINUING AND AT THE ELECTION OF REQUISITE LENDERS
CONFIRMED BY WRITTEN NOTICE FROM AGENT TO BORROWER, THE INTEREST RATES
APPLICABLE TO THE LOANS AND THE LETTER OF CREDIT FEE SHALL BE INCREASED BY TWO
PERCENTAGE POINTS (2%) PER ANNUM ABOVE THE RATES OF INTEREST OR THE RATE OF SUCH
FEE OTHERWISE APPLICABLE HEREUNDER ("DEFAULT RATE"), AND ALL OUTSTANDING
OBLIGATIONS SHALL BEAR INTEREST AT THE DEFAULT RATE APPLICABLE TO SUCH
OBLIGATIONS.
INTEREST AND LETTER OF CREDIT FEES AT THE DEFAULT RATE SHALL
ACCRUE FROM EITHER (A) IN THE CASE OF EVENTS OF DEFAULT DESCRIBED IN CLAUSE (I)
ABOVE THE DATE OF THE EVENT OF DEFAULT OR (B) IN THE CASE OF AN EVENT OF DEFAULT
DESCRIBED IN CLAUSE (II) ABOVE, THE DATE SUCH LENDERS MAKE THE ELECTION REFERRED
TO IN THE FIRST SENTENCE OR, AT THE OPTION OF THE REQUISITE LENDERS, THE LATEST
OF (I) THE INITIAL DATE OF SUCH EVENT OF DEFAULT, (II) THE DATE THIRTY (30) DAYS
PRIOR TO THE DATE OF ELECTION BY THE REQUISITE LENDERS OR (III) THE LAST DAY OF
THE MOST RECENTLY ENDED FISCAL QUARTER OF HOLDINGS AND SHALL CONTINUE UNTIL THAT
EVENT OF DEFAULT IS CURED OR WAIVED AND SHALL BE PAYABLE UPON DEMAND, BUT IN ANY
EVENT, SHALL BE PAYABLE ON THE NEXT REGULARLY SCHEDULED PAYMENT DATE SET FORTH
HEREIN FOR SUCH OBLIGATION.
(E)
BORROWER SHALL HAVE THE OPTION TO (I) REQUEST THAT ANY REVOLVING
CREDIT ADVANCE BE MADE AS A LIBOR LOAN, (II) CONVERT AT ANY TIME ALL OR ANY PART
OF OUTSTANDING LOANS (OTHER THAN THE SWING LINE LOAN) FROM INDEX RATE LOANS TO
LIBOR LOANS, (III) CONVERT ANY LIBOR LOAN TO AN INDEX RATE LOAN, SUBJECT TO
PAYMENT OF THE LIBOR BREAKAGE FEE IN ACCORDANCE WITH SECTION 1.3(D) IF SUCH
CONVERSION IS MADE PRIOR TO THE EXPIRATION OF THE LIBOR PERIOD