BE INCLUDED, AND THE DATE OF PAYMENT OF SUCH
TERM LOAN OR THE EXPIRATION DATE OF AN INTEREST PERIOD APPLICABLE TO SUCH TERM
LOAN OR, WITH RESPECT TO A BASE RATE LOAN BEING CONVERTED TO A LIBOR LOAN, THE
DATE OF CONVERSION OF SUCH BASE RATE LOAN TO SUCH LIBOR LOAN, AS THE CASE MAY
BE, SHALL BE EXCLUDED; PROVIDED, IF SUCH TERM LOAN IS REPAID ON THE SAME DAY ON
WHICH IT IS MADE, ONE DAY'S INTEREST SHALL BE PAID ON SUCH TERM LOAN.
(E)
PAYMENT/ACCRUAL OF INTEREST.
EXCEPT AS
OTHERWISE PROVIDED HEREIN, ALL INTEREST ON THE TERM LOANS SHALL BE PAYABLE IN
ARREARS ON (I) EACH INTEREST PAYMENT DATE, (II) ANY DATE OF ANY PREPAYMENT OF
THE TERM LOANS, WHETHER VOLUNTARY OR MANDATORY, TO THE EXTENT ACCRUED ON THE
AMOUNT BEING PREPAID, AND (III) THE MATURITY DATE.
(F)
DEFAULT INTEREST.
UPON THE OCCURRENCE
AND DURING THE CONTINUANCE OF AN EVENT OF DEFAULT DESCRIBED IN SECTION 8.1, THE
PRINCIPAL AMOUNT OF THE TERM LOANS AND, TO THE EXTENT PERMITTED BY APPLICABLE
LAW, ANY PAST DUE INTEREST PAYMENTS ON THE TERM LOANS OR ANY FEES OR OTHER
AMOUNTS OWED HEREUNDER, IN EACH CASE WHETHER AT STATED MATURITY, BY NOTICE OF
PREPAYMENT, BY ACCELERATION OR OTHERWISE, SHALL THEREAFTER BEAR INTEREST
(INCLUDING, WITHOUT LIMITATION, INTEREST, AS PROVIDED IN THIS AGREEMENT,
ACCRUING AFTER THE FILING OF A PETITION INITIATING ANY INSOLVENCY PROCEEDINGS,
WHETHER OR NOT SUCH INTEREST ACCRUES OR IS RECOVERABLE AGAINST THE BORROWER
AFTER THE FILING OF SUCH PETITION FOR PURPOSES OF THE BANKRUPTCY CODE OR IS AN
ALLOWED CLAIM IN SUCH PROCEEDING) PAYABLE ON DEMAND AT A RATE THAT IS 2.0% PER
ANNUM IN EXCESS OF THE INTEREST RATE OTHERWISE PAYABLE HEREUNDER WITH RESPECT TO
THE TERM LOANS; PROVIDED, IN THE CASE OF LIBOR LOANS, UPON THE EXPIRATION OF THE
INTEREST PERIOD IN EFFECT AT THE TIME ANY SUCH INCREASE IN INTEREST RATE IS
EFFECTIVE SUCH LIBOR LOANS SHALL THEREUPON BECOME BASE RATE LOANS AND SHALL
THEREAFTER BEAR INTEREST PAYABLE UPON DEMAND AT A RATE WHICH IS 2.0% PER ANNUM
IN EXCESS OF THE INTEREST RATE OTHERWISE PAYABLE HEREUNDER FOR BASE RATE LOANS.
PAYMENT OR ACCEPTANCE OF THE INCREASED RATES OF INTEREST PROVIDED FOR IN THIS
SECTION 2.7(F) IS NOT A PERMITTED ALTERNATIVE TO TIMELY PAYMENT AND SHALL NOT
CONSTITUTE A WAIVER OF ANY EVENT OF DEFAULT OR OTHERWISE PREJUDICE OR LIMIT ANY
RIGHTS OR REMEDIES OF ADMINISTRATIVE AGENT OR ANY LENDER.
(G)
CHANGED CIRCUMSTANCES.
IF THE INTRODUCTION
OF OR ANY CHANGE IN OR IN THE INTERPRETATION OF (IN EACH CASE, AFTER THE DATE
HEREOF) ANY LAW OR REGULATION APPLICABLE TO ANY LENDER MAKES IT UNLAWFUL, OR ANY
GOVERNMENTAL BODY ASSERTS, AFTER THE DATE HEREOF, THAT IT IS UNLAWFUL, FOR ANY
LENDER TO PERFORM ITS OBLIGATIONS HEREUNDER TO MAINTAIN THE TERM LOANS AT LIBOR,
SUCH LENDER SHALL NOTIFY ADMINISTRATIVE AGENT OF SUCH EVENT AND ADMINISTRATIVE
AGENT SHALL NOTIFY THE BORROWER OF SUCH EVENT, AND THE RIGHT OF THE BORROWER TO
APPLY LIBOR TO ANY SUBSEQUENT INTEREST PERIOD SHALL BE SUSPENDED UNTIL