REGULATORY RESTRICTIONS).
If such notice is given pursuant to Section 3.2.2 in connection with (a) or (b)
above, (i) any LIBOR Loans requested to be made on the first day of such
Interest Period shall be made as Base Rate Loans, (ii) any Base Rate Loans that
were to have been converted on the first day of such Interest Period to, and
LIBOR Loans that were to have been continued as, LIBOR Loans shall be converted
to or continued as Base Rate Loans, and (iii) any outstanding LIBOR Loans shall
be converted, on the first day of such Interest Period, to Base Rate Loans.
Until such notice has been withdrawn by the Agent, no further LIBOR Loans shall
be made or continued as such, nor shall the Borrowers have the right to convert
Base Rate Loans to LIBOR Loans.
If such notice is given in connection with any
request for a Multicurrency LIBOR Loan, the requested Revolving Credit Loan
shall be made in United States Dollars.
3.2.2
NOTICE TO LENDERS AND BORROWERS.
THE AGENT WILL
PROMPTLY INFORM EACH LENDER (BY TELEPHONE OR OTHERWISE) OF EACH NOTICE RECEIVED
BY IT FROM THE PARENT PURSUANT TO SECTION 3.2.1 AND OF THE INTEREST PERIOD
SPECIFIED IN SUCH NOTICE.
UPON DETERMINATION
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BY THE AGENT OF THE LIBOR RATE FOR SUCH INTEREST PERIOD OR IN THE EVENT SUCH
ELECTION WILL NOT BECOME EFFECTIVE, THE AGENT WILL PROMPTLY NOTIFY THE PARENT
AND EACH LENDER (BY TELEPHONE OR OTHERWISE) OF THE LIBOR RATE SO DETERMINED OR
WHY SUCH ELECTION DID NOT BECOME EFFECTIVE, AS THE CASE MAY BE.
3.2.3
SELECTION OF INTEREST PERIODS FOR LIBOR LOANS.
INTEREST PERIODS WILL BE SELECTED SO THAT:
(A)
NO MORE THAN 12 LIBOR PRICING OPTIONS WILL
BE OUTSTANDING AT ANY TIME;
(B)
NO MORE THAN THREE REVOLVING CREDIT LOANS
CONSISTING OF MULTICURRENCY LIBOR LOANS HAVING DIFFERENT INTEREST PERIODS WILL
BE OUTSTANDING AT ANY TIME; AND
(C)
NO INTEREST PERIOD WILL EXPIRE LATER THAN
THE FINAL MATURITY DATE.
3.2.4
ADDITIONAL INTEREST.
IF ANY LIBOR LOAN IS REPAID,
OR ANY LIBOR PRICING OPTION IS TERMINATED FOR ANY REASON (INCLUDING ACCELERATION
OF MATURITY), ON A DATE WHICH IS PRIOR TO THE LAST BANKING DAY OF THE INTEREST
PERIOD APPLICABLE TO SUCH LIBOR PRICING OPTION, THE BORROWERS WILL PAY TO THE
AGENT FOR THE ACCOUNT OF EACH LENDER IN ACCORDANCE WITH SUCH LENDER'S PERCENTAGE
INTEREST, IN ADDITION TO ANY INTEREST OTHERWISE PAYABLE HEREUNDER, AN AMOUNT
EQUAL TO THE PRESENT VALUE (CALCULATED IN ACCORDANCE WITH THIS SECTION 3.2.4) OF
INTEREST FOR THE UNEXPIRED PORTION OF SUCH INTEREST PERIOD ON THE PORTION OF ANY
REVOLVING CREDIT LOANS SO REPAID, OR AS TO WHICH A LIBOR PRICING OPTION WAS SO
TERMINATED, AT A PER ANNUM RATE EQUAL TO THE EXCESS, IF ANY, OF (A) THE RATE
APPLICABLE TO SUCH LIBOR PRICING OPTION MINUS (B) THE RATE OF INTEREST
OBTAINABLE BY THE AGENT UPON THE PURCHASE OF DEBT SECURITIES CUSTOMARILY ISSUED
BY THE TREASURY OF THE UNITED STATES WHICH HAVE A MATURITY DATE APPROXIMATING
THE LAST BANKING