ONE, TWO, THREE OR SIX MONTHS IN DURATION AS PROVIDED IN THE DEFINITION OF
"INTEREST PERIOD", THE APPLICABLE NOTICE MUST BE RECEIVED BY THE ADMINISTRATIVE
AGENT NOT LATER THAN 11:00 A.M. FOUR BUSINESS DAYS PRIOR TO THE REQUESTED DATE
OF SUCH CONVERSION OR CONTINUATION, WHEREUPON THE ADMINISTRATIVE AGENT SHALL
GIVE PROMPT NOTICE TO THE LENDERS OF SUCH REQUEST AND DETERMINE WHETHER THE
REQUESTED INTEREST PERIOD IS ACCEPTABLE TO ALL OF THEM; AND NOT LATER THAN
8:00 .M., THREE BUSINESS DAYS BEFORE THE REQUESTED DATE OF SUCH CONVERSION OR
CONTINUATION, THE ADMINISTRATIVE AGENT SHALL NOTIFY THE BORROWER WHETHER OR NOT
THE REQUESTED INTEREST PERIOD HAS BEEN AGREED TO BY ALL THE LENDERS.
(IV)
EACH CONVERSION TO OR CONTINUATION OF EURODOLLAR LOANS SHALL BE IN A
PRINCIPAL AMOUNT OF $1,000,000 OR A WHOLE MULTIPLE OF $500,000 IN EXCESS
THEREOF.
(V)
EACH RATE NOTICE SHALL SPECIFY (A) WHETHER THE BORROWER IS REQUESTING
A CONVERSION OF LOANS FROM ONE TYPE TO THE OTHER TYPE, OR A CONTINUATION OF
EURODOLLAR LOANS, (B) THE REQUESTED DATE OF THE CONVERSION OR CONTINUATION, AS
THE CASE MAY BE (WHICH SHALL BE A BUSINESS DAY), (C) THE PRINCIPAL AMOUNT OF
LOANS TO BE CONVERTED OR CONTINUED, (D) THE TYPE OF LOANS TO WHICH EXISTING
LOANS ARE TO BE CONVERTED, AND (E) IF APPLICABLE, THE DURATION OF THE INTEREST
PERIOD WITH RESPECT THERETO.
IF THE BORROWER FAILS
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TO SPECIFY A TYPE OF LOAN IN A RATE NOTICE OR IF THE BORROWER FAILS TO GIVE A
TIMELY NOTICE REQUESTING A CONVERSION OR CONTINUATION, THEN THE APPLICABLE LOANS
SHALL BE CONVERTED TO ABR LOANS, ANY SUCH AUTOMATIC CONVERSION TO ABR LOANS TO
BE EFFECTIVE AS OF THE LAST DAY OF THE INTEREST PERIOD THEN IN EFFECT WITH
RESPECT TO THE APPLICABLE EURODOLLAR LOANS.
(VI)
IF THE BORROWER REQUESTS A CONVERSION TO OR CONTINUATION OF
EURODOLLAR RATE LOANS IN ANY SUCH RATE NOTICE, BUT FAILS TO SPECIFY AN INTEREST
PERIOD, IT WILL BE DEEMED TO HAVE SPECIFIED AN INTEREST PERIOD OF ONE MONTH.
(VII)
EXCEPT AS OTHERWISE PROVIDED HEREIN, A EURODOLLAR RATE LOAN MAY BE
CONTINUED OR CONVERTED ONLY ON THE LAST DAY OF AN INTEREST PERIOD FOR SUCH
EURODOLLAR RATE LOAN.
(VIII)
DURING THE EXISTENCE OF A DEFAULT, NO LOANS MAY BE CONVERTED TO OR
CONTINUED AS EURODOLLAR RATE LOANS WITHOUT THE CONSENT OF THE REQUIRED LENDERS.
(B)
THE ADMINISTRATIVE AGENT SHALL PROMPTLY NOTIFY THE BORROWER AND
THE LENDERS OF THE INTEREST RATE APPLICABLE TO ANY INTEREST PERIOD FOR
EURODOLLAR RATE LOANS UPON DETERMINATION OF SUCH INTEREST RATE.
THE
DETERMINATION OF THE EURODOLLAR RATE BY THE ADMINISTRATIVE AGENT SHALL BE
CONCLUSIVE IN THE ABSENCE OF MANIFEST ERROR.
AT ANY TIME THAT BASE RATE LOANS
ARE OUTSTANDING, THE ADMINISTRATIVE AGENT SHALL NOTIFY THE BORROWER AND THE
LENDERS OF ANY CHANGE IN CITIBANK'S BASE RATE USED IN DETERMINING THE BASE RATE
PROMPTLY FOLLOWING THE PUBLIC ANNOUNCEMENT OF SUCH CHANGE.
(C)
AFTER GIVING EFFECT TO ALL BORROWINGS, ALL CONVERSIONS OF LOANS
FROM ONE TYPE TO THE OTHER, AND ALL CONTINUATIONS OF LOANS AS