EXCEPT AS OTHERWISE PROVIDED HEREIN,
A CONVERSION/CONTINUATION NOTICE FOR CONVERSION TO, OR CONTINUATION OF, ANY
EURODOLLAR RATE LOANS (OR TELEPHONIC NOTICE IN LIEU THEREOF) SHALL BE
IRREVOCABLE AND THE BORROWER SHALL BE BOUND TO EFFECT A CONVERSION OR
CONTINUATION IN ACCORDANCE THEREWITH.
(C)
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN
THE FOREGOING, NO CONVERSION IN WHOLE OR IN PART TO A EURODOLLAR RATE LOAN SHALL
BE PERMITTED AT ANY TIME AT WHICH (I) A DEFAULT OR EVENT OF DEFAULT SHALL HAVE
OCCURRED AND BE CONTINUING OR (II) THE CONTINUATION OF, OR CONVERSION INTO, A
EURODOLLAR RATE LOAN WOULD VIOLATE ANY PROVISION OF SECTIONS 2.17 OR 2.18.
PROTECTIVE ADVANCES MAY NOT BE CONVERTED TO EURODOLLAR RATE LOANS UNDER ANY
CIRCUMSTANCES.
2.9
DEFAULT INTEREST.
UPON THE OCCURRENCE AND
DURING THE CONTINUANCE OF AN EVENT OF DEFAULT, THE PRINCIPAL AMOUNT OF ALL LOANS
OUTSTANDING AND, TO THE EXTENT PERMITTED BY APPLICABLE LAW, ANY INTEREST
PAYMENTS ON THE LOANS OR ANY FEES OR OTHER AMOUNTS OWED HEREUNDER, SHALL
THEREAFTER BEAR INTEREST (INCLUDING POST-PETITION INTEREST IN ANY PROCEEDING
UNDER THE BANKRUPTCY CODE OR OTHER APPLICABLE BANKRUPTCY LAWS) PAYABLE ON DEMAND
AT A RATE THAT IS 2% PER ANNUM IN EXCESS OF THE INTEREST RATE OTHERWISE PAYABLE
HEREUNDER WITH RESPECT TO THE APPLICABLE LOANS (OR, IN THE CASE OF ANY SUCH FEES
AND OTHER AMOUNTS, AT A RATE WHICH IS 2% PER ANNUM IN EXCESS OF THE INTEREST
RATE OTHERWISE PAYABLE HEREUNDER FOR BASE RATE LOANS); PROVIDED, IN THE CASE OF
EURODOLLAR RATE LOANS, UPON THE EXPIRATION OF THE INTEREST PERIOD IN EFFECT AT
THE TIME ANY SUCH INCREASE IN INTEREST RATE IS EFFECTIVE, SUCH EURODOLLAR RATE
LOANS SHALL THEREUPON BECOME BASE RATE LOANS AND SHALL THEREAFTER BEAR INTEREST
PAYABLE UPON DEMAND AT A RATE WHICH IS 2% 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 2.9 IS NOT A
PERMITTED ALTERNATIVE
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TO TIMELY PAYMENT AND SHALL NOT CONSTITUTE A WAIVER OF ANY EVENT OF DEFAULT OR
OTHERWISE PREJUDICE OR LIMIT ANY RIGHTS OR REMEDIES OF ANY AGENT OR ANY LENDER.
2.10
FEES.
(A)
THE BORROWER AGREES TO PAY TO EACH LENDER:
(I)
AN UNUSED COMMITMENT FEE IN AN AMOUNT
EQUAL TO (1) THE AVERAGE OF THE ACTUAL DAILY DIFFERENCE BETWEEN (A) THE
REVOLVING COMMITMENT OF SUCH LENDER AND (B) THE AGGREGATE PRINCIPAL AMOUNT OF
ALL OUTSTANDING REVOLVING LOANS OWING TO SUCH LENDER, TIMES (2) THE APPLICABLE
REVOLVING COMMITMENT FEE PERCENTAGE THEN IN EFFECT; PROVIDED, THAT FOR PURPOSES
OF CALCULATING THE COMMITMENT FEE PURSUANT TO THIS CLAUSE (I), (A) SWING LINE
LOANS AND PROTECTIVE ADVANCES SHALL NOT BE DEEMED TO BE A UTILIZATION OF THE
REVOLVING COMMITMENTS AND (B) IN THE CASE OF THE LENDER THAT IS ALSO THE SWING
LINE LENDER, THE UNUSED COMMITMENT FEE OTHERWISE PAYABLE TO SUCH LENDER PURSUANT
TO THIS CLAUSE (I) SHALL BE REDUCED BY AN AMOUNT EQUAL TO THE PRODUCT OF (X) THE
THEN OUTSTANDING SWING LINE LOANS