LAW, THE BORROWER SHALL PAY INTEREST ON THE
AMOUNT OF ANY INTEREST, FEE OR OTHER AMOUNT PAYABLE HEREUNDER (OTHER THAN THE
PRINCIPAL OF ANY STANDBY LOAN) THAT IS NOT PAID WHEN DUE, FROM THE DATE SUCH
AMOUNT SHALL BE DUE UNTIL SUCH AMOUNT SHALL BE PAID IN FULL, PAYABLE IN ARREARS
ON THE DATE SUCH AMOUNT SHALL BE PAID IN FULL AND ON DEMAND, AT A RATE PER ANNUM
(COMPUTED ON THE BASIS OF THE ACTUAL NUMBER OF DAYS ELAPSED OVER A YEAR OF 365
OR 366 DAYS, AS THE CASE MAY BE) EQUAL AT ALL TIMES TO 2% PER ANNUM ABOVE THE
RATE PER ANNUM REQUIRED TO BE PAID ON ABR LOANS PURSUANT TO SECTION 2.08(B).
SECTION 2.10.
ALTERNATE RATE OF INTEREST.
IN THE EVENT, AND ON EACH OCCASION,
THAT ON THE DAY TWO BUSINESS DAYS PRIOR TO THE COMMENCEMENT OF ANY INTEREST
PERIOD FOR A EURODOLLAR BORROWING THE AGENT SHALL HAVE DETERMINED THAT DOLLAR
DEPOSITS IN THE PRINCIPAL AMOUNTS OF THE EURODOLLAR LOANS COMPRISING SUCH
BORROWING ARE NOT GENERALLY AVAILABLE IN THE LONDON INTERBANK MARKET, OR THAT
THE RATES AT WHICH SUCH DOLLAR DEPOSITS ARE BEING OFFERED WILL NOT ADEQUATELY
AND FAIRLY REFLECT THE COST TO ANY LENDER OF MAKING OR MAINTAINING ITS
EURODOLLAR LOAN DURING SUCH INTEREST PERIOD, OR THAT REASONABLE MEANS DO NOT
EXIST FOR ASCERTAINING THE ADJUSTED LIBO RATE OR THE LIBO RATE, THE AGENT SHALL,
AS SOON AS PRACTICABLE THEREAFTER, GIVE WRITTEN OR FAX NOTICE OF SUCH
DETERMINATION TO
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THE BORROWER AND THE LENDERS.
IN THE EVENT OF ANY SUCH DETERMINATION, UNTIL THE
AGENT SHALL HAVE ADVISED THE BORROWER AND THE LENDERS THAT THE CIRCUMSTANCES
GIVING RISE TO SUCH NOTICE NO LONGER EXIST, (A) ANY REQUEST BY THE BORROWER FOR
A EURODOLLAR COMPETITIVE BORROWING PURSUANT TO SECTION 2.03 SHALL BE OF NO FORCE
AND EFFECT AND SHALL BE DENIED BY THE AGENT AND (B) ANY REQUEST BY THE BORROWER
FOR A EURODOLLAR STANDBY BORROWING PURSUANT TO SECTION 2.04 SHALL BE DEEMED TO
BE A REQUEST FOR AN ABR BORROWING.
IN THE EVENT OF ANY SUCH DETERMINATION, THE
LENDERS SHALL NEGOTIATE WITH THE BORROWER, AT ITS REQUEST, AS TO THE INTEREST
RATE WHICH THE LOANS COMPRISING SUCH AN ABR BORROWING SHALL BEAR; PROVIDED THAT
SUCH LOANS SHALL BEAR INTEREST AS PROVIDED IN SECTION 2.08(B) PENDING THE
EXECUTION BY THE BORROWER AND EACH LENDER OF A WRITTEN AGREEMENT PROVIDING FOR A
DIFFERENT INTEREST RATE.
EACH DETERMINATION BY THE AGENT HEREUNDER SHALL BE
CONCLUSIVE ABSENT MANIFEST ERROR.
SECTION 2.11.
TERMINATION AND REDUCTION OF COMMITMENTS.
(A)
UNLESS PREVIOUSLY
TERMINATED, THE COMMITMENTS SHALL TERMINATE ON THE MATURITY DATE.
(B)
UPON AT LEAST THREE BUSINESS DAYS' PRIOR IRREVOCABLE WRITTEN OR FAX NOTICE
TO THE AGENT, THE BORROWER MAY AT ANY TIME IN WHOLE PERMANENTLY TERMINATE, OR
FROM TIME TO TIME IN PART PERMANENTLY REDUCE, WITHOUT PENALTY BUT SUBJECT TO
SECTION 2.15, THE TOTAL COMMITMENT; PROVIDED THAT (I) EACH PARTIAL REDUCTION OF
THE TOTAL COMMITMENT SHALL BE IN AN INTEGRAL MULTIPLE OF $1,000,000 AND IN A
MINIMUM PRINCIPAL AMOUNT