amount of such
additional cost or reduced amount to the Company and the calculation thereof and
such certification shall be conclusive upon the Company absent manifest error.
Notwithstanding anything in this paragraph to the contrary, in the event the
Agent or such Lender or such participant has exercised its rights pursuant to
this paragraph, and subsequent thereto determine that the additional amounts
paid by the Company in whole or in part exceed the amount which the Agent or
such Lender or such participant actually required pursuant hereto, the excess,
if any, shall be returned to the Company by the Agent or such Lender or such
participant.
8.7
THE COMPANY MAY REQUEST LIBOR LOANS ON THE FOLLOWING TERMS AND
CONDITIONS:
(A)
THE COMPANY MAY ELECT, SUBSEQUENT TO THE CLOSING DATE AND FROM TIME
TO TIME THEREAFTER, (I) TO REQUEST ANY LOAN MADE HEREUNDER TO BE A LIBOR LOAN AS
OF THE DATE OF SUCH LOAN OR (II) TO CONVERT BASE RATE LOANS TO LIBOR LOANS, AND
MAY ELECT FROM TIME TO TIME TO CONVERT LIBOR LOANS TO BASE RATE LOANS BY GIVING
THE AGENT AT LEAST THREE (3) BUSINESS DAYS' PRIOR IRREVOCABLE NOTICE OF SUCH
ELECTION, PROVIDED THAT ANY SUCH CONVERSION OF LIBOR LOANS TO BASE RATE LOANS
SHALL ONLY BE MADE, SUBJECT TO THE SECOND FOLLOWING SENTENCE, ON THE LAST DAY OF
AN INTEREST PERIOD WITH RESPECT THERETO.
SHOULD THE COMPANY ELECT TO CONVERT
BASE RATE LOANS TO LIBOR LOANS, IT SHALL GIVE THE AGENT AT LEAST THREE BUSINESS
DAYS' PRIOR IRREVOCABLE NOTICE OF SUCH ELECTION.
IF THE LAST DAY OF AN INTEREST
PERIOD WITH RESPECT TO A LOAN THAT IS TO BE CONVERTED IS NOT A BUSINESS DAY OR
WORKING DAY, THEN SUCH CONVERSION SHALL BE MADE ON THE NEXT SUCCEEDING BUSINESS
DAY OR WORKING DAY, AS THE CASE MAY BE, AND DURING THE PERIOD FROM SUCH LAST DAY
OF AN INTEREST PERIOD TO SUCH SUCCEEDING BUSINESS DAY, AS THE CASE MAY BE, SUCH
LOAN SHALL BEAR INTEREST AS IF IT WERE A BASE RATE LOAN.
ALL OR ANY PART OF
OUTSTANDING BASE RATE LOANS THEN OUTSTANDING WITH RESPECT TO REVOLVING LOANS MAY
BE CONVERTED TO LIBOR LOANS AS PROVIDED HEREIN, PROVIDED THAT PARTIAL
CONVERSIONS SHALL BE IN MULTIPLES IN AN AGGREGATE PRINCIPAL AMOUNT OF $1,000,000
OR MORE.
(B)
ANY LIBOR LOANS MAY BE CONTINUED AS SUCH UPON THE EXPIRATION OF AN
INTEREST PERIOD, PROVIDED THE COMPANY SO NOTIFIES THE AGENT, AT LEAST THREE (3)
BUSINESS DAYS' PRIOR TO THE EXPIRATION OF SAID INTEREST PERIOD, AND PROVIDED,
FURTHER, THAT A LIBOR LOAN SHALL BE AUTOMATICALLY CONVERTED TO A BASE RATE LOAN
ON THE LAST DAY OF AN INTEREST PERIOD IF AN EVENT OF DEFAULT OR EVENT THAT WOULD
CONSTITUTE AN EVENT OF DEFAULT BUT FOR THE REQUIREMENT THAT NOTICE BE GIVEN OR
TIME ELAPSE IS CONTINUING.
ABSENT SUCH NOTIFICATION, LIBOR LOANS SHALL CONVERT
TO BASE RATE LOANS ON THE LAST DAY OF THE APPLICABLE INTEREST PERIOD.
EACH
NOTICE OF ELECTION, CONVERSION OR CONTINUATION FURNISHED BY THE COMPANY PURSUANT
HERETO