TO WHICH SUCH LIBOR PRICING OPTION HAS BEEN ELECTED
AND WHICH HAVE A TERM CORRESPONDING TO THE INTEREST PERIOD IN QUESTION WILL NOT
BE OFFERED IN THE LONDON INTERBANK MARKET TO SUCH LENDER AT A RATE OF INTEREST
THAT DOES NOT EXCEED THE ANTICIPATED LIBOR BASE RATE (UNLESS THE FOREGOING
RESULTS FROM A DETERIORATION SUBSEQUENT TO THE DATE HEREOF IN THE
CREDITWORTHINESS OF SUCH LENDER OR A CHANGE IN THE AVAILABILITY OF LIBOR MARKETS
TO SUCH LENDER PURSUANT TO LEGAL OR 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
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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has been withdrawn by the Agent, no further LIBOR Loans shall be made or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 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 EIGHTEEN (18) LIBOR PRICING OPTIONS WILL BE
OUTSTANDING AT ANY TIME; AND
(B)
NO MORE THAN FIVE (5) REVOLVING CREDIT LOANS CONSISTING OF
MULTICURRENCY LIBOR LOANS HAVING DIFFERENT INTEREST PERIODS WILL BE OUTSTANDING
AT ANY TIME.
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