CREDIT AND UNUSED LINE FEES
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 OTHER OUTSTANDING OBLIGATIONS WHICH ARE PAST DUE SHALL BEAR
INTEREST AT THE THEN APPLICABLE INDEX RATE APPLICABLE TO SUCH OTHER OBLIGATIONS
PLUS THE DEFAULT RATE.
INTEREST, UNUSED LINE FEES AND LETTER OF CREDIT FEES AT
THE DEFAULT RATE SHALL ACCRUE FROM THE INITIAL DATE OF SUCH EVENT OF DEFAULT
UNTIL THAT EVENT OF DEFAULT IS CURED OR
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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 COSTS IN
ACCORDANCE WITH SECTION 1.3(E) IF SUCH CONVERSION IS MADE PRIOR TO THE
EXPIRATION OF THE LIBOR PERIOD APPLICABLE THERETO, OR (IV) CONTINUE ALL OR ANY
PORTION OF ANY LOAN (OTHER THAN THE SWING LINE LOAN) AS A LIBOR LOAN UPON THE
EXPIRATION OF THE APPLICABLE LIBOR PERIOD AND THE SUCCEEDING LIBOR PERIOD OF
THAT CONTINUED LOAN SHALL COMMENCE ON THE FIRST DAY AFTER THE LAST DAY OF THE
LIBOR PERIOD OF THE LOAN TO BE CONTINUED.
ANY SUCH ELECTION MUST BE MADE BY
1:00 P.M. (NEW YORK TIME) ON THE 3RD BUSINESS DAY PRIOR TO (1) THE DATE OF ANY
PROPOSED REVOLVING CREDIT ADVANCE THAT IS TO BEAR INTEREST AT THE LIBOR RATE
(2) THE END OF EACH LIBOR PERIOD WITH RESPECT TO ANY LIBOR LOANS TO BE CONTINUED
AS SUCH, OR (3) THE DATE ON WHICH BORROWER WISHES TO CONVERT ANY INDEX RATE LOAN
TO A LIBOR LOAN FOR A LIBOR PERIOD DESIGNATED BY BORROWER IN SUCH ELECTION.
IF
NO ELECTION IS RECEIVED WITH RESPECT TO A LIBOR LOAN BY 1:00 P.M. (NEW YORK
TIME) ON THE 3RD BUSINESS DAY PRIOR TO THE END OF THE LIBOR PERIOD WITH RESPECT
THERETO, THAT LIBOR LOAN SHALL BE CONVERTED TO AN INDEX RATE LOAN AT THE END OF
ITS LIBOR PERIOD.
BORROWER MUST MAKE SUCH ELECTION BY NOTICE TO AGENT IN
WRITING, BY FAX OR OVERNIGHT COURIER.
IN THE CASE OF ANY CONVERSION OR
CONTINUATION, SUCH ELECTION MUST BE MADE PURSUANT TO A WRITTEN NOTICE (A "NOTICE
OF CONVERSION/CONTINUATION") IN THE FORM OF EXHIBIT 1.2(E).
NO LOAN SHALL BE
MADE, CONVERTED INTO OR CONTINUED AS A LIBOR LOAN, IF AN EVENT OF DEFAULT HAS
OCCURRED AND IS CONTINUING AND AGENT OR REQUISITE LENDERS HAVE DETERMINED NOT TO
MAKE OR CONTINUE ANY LOAN AS A LIBOR LOAN AS A RESULT THEREOF.
(F)
NOTWITHSTANDING ANYTHING TO THE CONTRARY
SET FORTH IN THIS SECTION 1.2, IF A COURT OF COMPETENT JURISDICTION