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
9
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 $500,000 IN EXCESS OF SUCH AMOUNT.
ANY SUCH ELECTION MUST
BE MADE BY 11:00 A.M. (NEW YORK TIME) ON THE THIRD 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. (NEW YORK TIME)
ON THE THIRD BUSINESS DAY PRIOR TO THE END OF THE LIBOR PERIOD WITH RESPECT
THERETO (OR AN EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING), 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 HEREUNDER EXCEEDS THE HIGHEST
RATE OF INTEREST PERMISSIBLE UNDER LAW (THE "MAXIMUM LAWFUL RATE"), THEN SO LONG
AS THE MAXIMUM LAWFUL RATE WOULD BE SO EXCEEDED, THE RATE OF INTEREST PAYABLE
HEREUNDER SHALL BE EQUAL TO THE MAXIMUM LAWFUL RATE; PROVIDED, HOWEVER, THAT IF
AT ANY TIME THEREAFTER THE RATE OF INTEREST PAYABLE HEREUNDER IS LESS THAN THE
MAXIMUM LAWFUL RATE, BORROWER SHALL CONTINUE TO PAY INTEREST HEREUNDER AT THE
MAXIMUM LAWFUL RATE UNTIL SUCH TIME AS THE TOTAL INTEREST RECEIVED BY AGENT, ON
BEHALF OF LENDERS, IS EQUAL TO THE TOTAL INTEREST THAT WOULD HAVE BEEN RECEIVED
HAD THE INTEREST RATE PAYABLE HEREUNDER BEEN (BUT FOR THE OPERATION OF THIS
PARAGRAPH) THE INTEREST RATE PAYABLE SINCE THE CLOSING DATE AS OTHERWISE
PROVIDED IN THIS AGREEMENT. THEREAFTER, INTEREST HEREUNDER SHALL BE PAID AT THE
RATE(S) OF INTEREST AND IN THE MANNER PROVIDED