BORROWERS FOR EURODOLLAR RATE LOANS, (III) NO MORE THAN
EIGHT (8) INTEREST PERIODS MAY BE IN EFFECT AT ANY ONE TIME, (IV) THE AGGREGATE
AMOUNT OF THE EURODOLLAR RATE LOANS MUST BE IN AN AMOUNT NOT LESS THAN
$5,000,000 OR
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AN INTEGRAL MULTIPLE OF $1,000,000 IN EXCESS THEREOF, AND (V) AGENT AND EACH
LENDER SHALL HAVE DETERMINED THAT THE INTEREST PERIOD OR ADJUSTED EURODOLLAR
RATE IS AVAILABLE TO AGENT AND SUCH LENDER AND CAN BE READILY DETERMINED AS OF
THE DATE OF THE REQUEST FOR SUCH EURODOLLAR RATE LOAN BY BORROWERS.
ANY REQUEST
BY OR ON BEHALF OF A BORROWER FOR EURODOLLAR RATE LOANS OR TO CONVERT PRIME RATE
LOANS TO EURODOLLAR RATE LOANS OR TO CONTINUE ANY EXISTING EURODOLLAR RATE LOANS
SHALL BE IRREVOCABLE. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN,
AGENT AND LENDERS SHALL NOT BE REQUIRED TO PURCHASE UNITED STATES DOLLAR
DEPOSITS IN THE LONDON INTERBANK MARKET OR OTHER APPLICABLE EURODOLLAR RATE
MARKET TO FUND ANY EURODOLLAR RATE LOANS, BUT THE PROVISIONS HEREOF SHALL BE
DEEMED TO APPLY AS IF AGENT AND LENDERS HAD PURCHASED SUCH DEPOSITS TO FUND THE
EURODOLLAR RATE LOANS.
(C)
ANY EURODOLLAR RATE LOANS SHALL AUTOMATICALLY CONVERT TO
PRIME RATE LOANS UPON THE LAST DAY OF THE APPLICABLE INTEREST PERIOD, UNLESS
AGENT HAS RECEIVED AND APPROVED A REQUEST TO CONTINUE SUCH EURODOLLAR RATE LOAN
AT LEAST THREE (3) BUSINESS DAYS PRIOR TO SUCH LAST DAY IN ACCORDANCE WITH THE
TERMS HEREOF.
ANY EURODOLLAR RATE LOANS SHALL, AT AGENT'S OPTION, UPON NOTICE
BY AGENT TO A BORROWER, BE SUBSEQUENTLY CONVERTED TO PRIME RATE LOANS IN THE
EVENT THAT THIS AGREEMENT SHALL TERMINATE OR NOT BE RENEWED.
BORROWERS SHALL
PAY TO AGENT, FOR THE BENEFIT OF LENDERS, UPON DEMAND BY AGENT (OR AGENT MAY, AT
ITS OPTION, CHARGE ANY LOAN ACCOUNT OF ANY BORROWER) ANY AMOUNTS REQUIRED TO
COMPENSATE ANY LENDER OR PARTICIPANT FOR ANY LOSS (INCLUDING LOSS OF ANTICIPATED
PROFITS), COST OR EXPENSE INCURRED BY SUCH PERSON, AS A RESULT OF THE CONVERSION
OF EURODOLLAR RATE LOANS TO PRIME RATE LOANS (OTHER THAN AT THE END OF AN
INTEREST PERIOD) PURSUANT TO ANY OF THE FOREGOING.
(D)
INTEREST SHALL BE PAYABLE BY BORROWERS TO AGENT, FOR THE
ACCOUNT OF LENDERS, MONTHLY IN ARREARS NOT LATER THAN THE FIRST DAY OF EACH
CALENDAR MONTH AND SHALL BE CALCULATED ON THE BASIS OF A THREE HUNDRED SIXTY
(360) DAY YEAR AND ACTUAL DAYS ELAPSED.
THE INTEREST RATE ON NON-CONTINGENT
OBLIGATIONS (OTHER THAN EURODOLLAR RATE LOANS) SHALL INCREASE OR DECREASE BY AN
AMOUNT EQUAL TO EACH INCREASE OR DECREASE IN THE PRIME RATE EFFECTIVE ON THE
FIRST DAY OF THE MONTH AFTER ANY CHANGE IN SUCH PRIME RATE IS ANNOUNCED BASED ON
THE PRIME RATE IN EFFECT ON THE LAST DAY OF THE MONTH IN WHICH ANY SUCH CHANGE
OCCURS.
IN NO EVENT SHALL CHARGES CONSTITUTING INTEREST PAYABLE BY BORROWERS TO
AGENT AND LENDERS EXCEED THE MAXIMUM AMOUNT OR THE RATE PERMITTED UNDER ANY
APPLICABLE LAW OR REGULATION, AND IF ANY SUCH PART OR PROVISION