OTHERWISE APPLICABLE
HEREUNDER ("DEFAULT RATE"). INTEREST AND LETTER OF CREDIT FEES AT THE DEFAULT
RATE SHALL ACCRUE FROM THE INITIAL DATE OF SUCH EVENT OF DEFAULT IF SUCH EVENT
OF DEFAULT AROSE UNDER SECTION 8.1(A), (H) OR (I) OR FROM THE DATE OF THE
DELIVERY OF THE WRITTEN NOTICE FROM AGENT TO BORROWER FOR ALL OTHER EVENTS OF
DEFAULT, UNTIL THAT EVENT OF DEFAULT IS CURED OR WAIVED AND SHALL BE PAYABLE
UPON DEMAND.
(E)
SUBJECT TO THE CONDITIONS PRECEDENT SET
FORTH IN SECTION 2.2, BORROWER SHALL HAVE THE OPTION TO (I) REQUEST THAT ANY
REVOLVING CREDIT ADVANCE BE MADE AS A LIBOR LOAN,
10
(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 LIBOR BREAKAGE COSTS IN
ACCORDANCE WITH SECTION 1.13(B) 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 LOAN OR GROUP OF LOANS HAVING THE
SAME PROPOSED LIBOR PERIOD TO BE MADE OR CONTINUED AS, OR CONVERTED INTO, A
LIBOR LOAN MUST BE IN A MINIMUM AMOUNT OF $1,000,000 AND INTEGRAL MULTIPLES OF
$250,000 IN EXCESS OF SUCH AMOUNT.
ANY SUCH ELECTION MUST BE MADE BY 11:00 A.M.
(CHICAGO TIME) ON THE 3RD BUSINESS DAY PRIOR TO (1) THE DATE OF ANY PROPOSED
ADVANCE WHICH 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 11:00 A.M. (CHICAGO TIME) ON THE 3RD
BUSINESS DAY PRIOR TO THE END OF THE LIBOR PERIOD WITH RESPECT THERETO (OR IF A
DEFAULT OR AN EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING OR IF THE
ADDITIONAL CONDITIONS PRECEDENT SET FORTH IN SECTION 2.2 SHALL NOT HAVE BEEN
SATISFIED), 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 TELECOPY 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 1.5(E).
(F)
NOTWITHSTANDING ANYTHING TO THE CONTRARY
SET FORTH IN THIS SECTION 1.5, IF A COURT OF COMPETENT JURISDICTION DETERMINES
IN A FINAL ORDER THAT THE RATE OF INTEREST PAYABLE