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, IN EACH CASE FOR
THE ACTUAL NUMBER OF
12
DAYS OCCURRING IN THE PERIOD FOR WHICH SUCH FEES AND INTEREST ARE PAYABLE.
THE
INDEX RATE AND THE ALTERNATIVE CURRENCY INDEX RATE ARE EACH FLOATING RATES
DETERMINED FOR EACH DAY.
EACH DETERMINATION BY AGENT OF AN INTEREST RATE AND
FEES HEREUNDER SHALL BE FINAL, BINDING AND CONCLUSIVE ON BORROWERS, ABSENT
MANIFEST ERROR.
(D)
SO LONG AS AN EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING
UNDER SECTION 7.1(A), (F) OR (G) AND WITHOUT NOTICE OF ANY KIND, OR SO LONG AS
ANY OTHER EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING AND AT THE ELECTION OF
AGENT (OR UPON THE WRITTEN REQUEST OF REQUISITE LENDERS) CONFIRMED BY WRITTEN
NOTICE FROM AGENT TO BORROWER REPRESENTATIVE, THE INTEREST RATES APPLICABLE TO
THE LOANS AND THE LETTER OF 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 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 REPRESENTATIVE SHALL HAVE THE OPTION TO (I) REQUEST THAT
ANY REVOLVING CREDIT ADVANCE OR ALTERNATIVE CURRENCY 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 (OTHER THAN AN ALTERNATIVE
CURRENCY REVOLVING CREDIT ADVANCE), 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, PROVIDED, HOWEVER, LOANS THAT BEAR
INTEREST BY REFERENCE TO THE ALTERNATIVE CURRENCY LIBOR RATE AND THE ALTERNATIVE
CURRENCY INDEX RATE MAY NOT BE CONVERTED OR CONTINUED AS LOANS THAT BEAR
INTEREST BY REFERENCE TO THE LIBOR RATE