ON EACH INTEREST PAYMENT DATE.
UPON THREE
(3) BUSINESS DAYS' WRITTEN NOTICE PRIOR TO THE MAKING BY THE BANKS OF ANY
EURODOLLAR LOAN (IN THE CASE OF THE INITIAL INTEREST PERIOD THEREFOR) OR THE
EXPIRATION DATE OF EACH SUCCEEDING INTEREST PERIOD (IN THE CASE OF SUBSEQUENT
INTEREST PERIODS THEREFOR), BORROWER SHALL HAVE THE OPTION, SUBJECT TO
COMPLIANCE BY BORROWER WITH ALL OF THE PROVISIONS OF THIS AGREEMENT, AS LONG AS
NO EVENT OF DEFAULT EXISTS, TO SPECIFY WHETHER THE INTEREST PERIOD COMMENCING ON
ANY SUCH DATE SHALL BE A ONE (1), TWO (2), THREE (3), FOUR (4) OR SIX (6) MONTH
PERIOD.
IF AGENT SHALL NOT HAVE RECEIVED TIMELY NOTICE OF A DESIGNATION OF SUCH
INTEREST PERIOD AS HEREIN PROVIDED, BORROWER SHALL BE DEEMED TO HAVE ELECTED TO
CONVERT ALL MATURING EURODOLLAR LOANS TO BASE RATE LOANS.
(B)
INTEREST RATE DETERMINATION.
THE AGENT SHALL DETERMINE EACH
INTEREST RATE APPLICABLE TO THE REVOLVING LOAN HEREUNDER.
THE AGENT SHALL GIVE
PROMPT NOTICE TO THE BORROWER OF EACH RATE OF INTEREST SO DETERMINED AND ITS
DETERMINATION THEREOF SHALL BE CONCLUSIVE ABSENT ERROR.
(C)
CONVERSION OPTION.
BORROWER MAY ELECT FROM TIME TO TIME (I) TO
CONVERT ALL OF ANY PART OF ITS EURODOLLAR LOANS TO BASE RATE LOANS BY GIVING
AGENT IRREVOCABLE NOTICE OF SUCH ELECTION IN WRITING PRIOR TO 10:00 A.M.
(DALLAS, TEXAS TIME) ON THE CONVERSION DATE AND SUCH CONVERSION SHALL BE MADE ON
THE REQUESTED CONVERSION DATE, PROVIDED THAT ANY SUCH CONVERSION OF EURODOLLAR
LOAN SHALL ONLY BE MADE ON THE LAST DAY OF THE EURODOLLAR INTEREST PERIOD WITH
RESPECT THEREOF, (II) TO CONVERT ALL OR ANY PART OF ITS BASE RATE LOANS TO
EURODOLLAR LOANS BY GIVING THE AGENT IRREVOCABLE WRITTEN NOTICE OF SUCH ELECTION
THREE (3) BUSINESS DAYS PRIOR TO THE PROPOSED CONVERSION AND SUCH CONVERSION
SHALL BE MADE ON THE REQUESTED CONVERSION DATE OR, IF SUCH REQUESTED CONVERSION
DATE IS NOT A BUSINESS DAY ON THE NEXT SUCCEEDING BUSINESS DAY.
ANY SUCH
CONVERSION SHALL NOT BE DEEMED TO BE A PREPAYMENT OF ANY OF THE LOANS FOR
PURPOSES OF THIS AGREEMENT ON EITHER OF THE NOTES.
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(D)
RECOUPMENT.
IF AT ANY TIME THE APPLICABLE RATE OF INTEREST
SELECTED PURSUANT TO SECTIONS 4(A)(I) OR 4(A)(II) ABOVE SHALL EXCEED THE MAXIMUM
RATE, THEREBY CAUSING THE INTEREST ON THE NOTES TO BE LIMITED TO THE MAXIMUM
RATE, THEN ANY SUBSEQUENT REDUCTION IN THE INTEREST RATE SO SELECTED OR
SUBSEQUENTLY SELECTED SHALL NOT REDUCE THE RATE OF INTEREST ON THE NOTES BELOW
THE MAXIMUM RATE UNTIL THE TOTAL AMOUNT OF INTEREST ACCRUED ON THE NOTES EQUALS
THE AMOUNT OF INTEREST WHICH WOULD HAVE ACCRUED ON THE NOTES IF THE RATE OR
RATES SELECTED PURSUANT TO SECTIONS 4(A)(I) OR 4(A)(II), AS THE CASE MAY BE, HAD
AT ALL TIMES BEEN IN EFFECT.
5.
SPECIAL PROVISIONS RELATING TO EURODOLLAR LOANS.
(A)
UNAVAILABILITY OF FUNDS OR INADEQUACY OF PRICING.
IN THE EVENT
THAT, IN CONNECTION WITH ANY PROPOSED EURODOLLAR LOAN, THE AGENT REASONABLY
DETERMINES, WHICH DETERMINATION SHALL, ABSENT MANIFEST ERROR, BE FINAL,
CONCLUSIVE