WITH RESPECT TO A LIBOR LOAN SHALL BE
INCLUDED IN THE CALCULATION OF INTEREST.
THE DATE OF PAYMENT OF A PRIME RATE
LOAN AND THE LAST DAY OF AN INTEREST PERIOD WITH RESPECT TO A LIBOR LOAN SHALL
BE EXCLUDED FROM THE CALCULATION OF INTEREST.
IF A LOAN IS REPAID ON THE SAME
DAY THAT IT IS MADE, ONE (1) DAYS' INTEREST SHALL BE CHARGED.
INTEREST ON ALL
PRIME RATE LOANS IS PAYABLE IN ARREARS ON THE FIRST DAY OF EACH MONTH AND ON THE
MATURITY OF SUCH LOANS, WHETHER BY ACCELERATION OR OTHERWISE.
INTEREST ON LIBOR
LOANS SHALL BE PAYABLE ON THE LAST DAY OF THE APPLICABLE INTEREST PERIOD, UNLESS
THE INTEREST PERIOD IS GREATER THAN THREE (3) MONTHS, IN WHICH CASE INTEREST
WILL BE PAYABLE ON THE LAST DAY OF EACH THREE (3) MONTH INTERVAL.
IN ADDITION,
INTEREST ON LIBOR LOANS IS DUE ON THE MATURITY OF SUCH LOANS, WHETHER BY
ACCELERATION OR OTHERWISE.
(E)
LIBOR PROVISIONS.
(I)
LIBOR ELECTION.
ALL LOANS MADE ON THE CLOSING DATE SHALL BE
PRIME RATE LOANS AND SHALL REMAIN SO UNTIL THREE (3) BUSINESS DAYS AFTER THE
CLOSING DATE.
THEREAFTER, BORROWERS MAY REQUEST THAT REVOLVING LOANS TO BE MADE
BE LIBOR LOANS, THAT OUTSTANDING PORTIONS OF REVOLVING LOANS AND OUTSTANDING
PORTIONS OF EACH TERM LOAN BE CONVERTED TO LIBOR LOANS AND THAT ALL OR ANY
PORTION OF A LIBOR LOAN BE CONTINUED AS A LIBOR LOAN UPON EXPIRATION OF THE
APPLICABLE INTEREST PERIOD.
ANY SUCH REQUEST WILL BE MADE BY SUBMITTING A
NOTICE OF BORROWING TO AGENT.
ONCE GIVEN, AND EXCEPT AS PROVIDED IN CLAUSE (II)
BELOW, A NOTICE OF BORROWING SHALL BE IRREVOCABLE AND BORROWERS SHALL BE BOUND
THEREBY.
UPON THE EXPIRATION OF AN INTEREST PERIOD, IN THE ABSENCE OF A NEW
NOTICE OF BORROWING SUBMITTED TO AGENT NOT LESS THAN THREE (3) BUSINESS DAYS
PRIOR TO THE END OF SUCH INTEREST PERIOD, THE LIBOR LOAN THEN MATURING SHALL BE
AUTOMATICALLY CONVERTED TO A PRIME RATE LOAN.
THERE MAY BE NO MORE THAN SIX (6)
LIBOR LOANS OUTSTANDING AT ANY ONE TIME.
LOANS WHICH ARE NOT REQUESTED AS LIBOR
LOANS IN ACCORDANCE WITH THIS SECTION 2.3(E)(I) SHALL BE PRIME RATE LOANS.
AGENT WILL
NOTIFY LENDERS, BY TELEPHONIC OR FACSIMILE NOTICE, OF EACH NOTICE OF BORROWING
RECEIVED BY AGENT NOT LESS THAN TWO (2) BUSINESS DAYS PRIOR TO THE FIRST DAY OF
THE INTEREST PERIOD OF THE LIBOR LOAN REQUESTED THEREBY.
(II)
INABILITY TO DETERMINE LIBOR.
IN THE EVENT, PRIOR TO
COMMENCEMENT OF ANY INTEREST PERIOD RELATING TO A LIBOR LOAN, AGENT SHALL
DETERMINE OR BE NOTIFIED IN WRITING BY REQUIRED LENDERS THAT ADEQUATE AND
REASONABLE METHODS DO NOT EXIST FOR ASCERTAINING LIBOR, AGENT SHALL PROMPTLY
PROVIDE NOTICE OF SUCH DETERMINATION TO BORROWERS AND LENDERS (WHICH SHALL BE
CONCLUSIVE AND BINDING ON BORROWER AND LENDERS).
IN SUCH EVENT (1) ANY REQUEST
FOR A LIBOR LOAN OR FOR A CONVERSION TO OR CONTINUATION OF A LIBOR LOAN SHALL BE
AUTOMATICALLY WITHDRAWN AND SHALL BE DEEMED A REQUEST FOR A PRIME RATE LOAN,