OF BASE RATE TRANCHE, (B) NOT LESS
THAN THREE BUSINESS DAYS PRIOR TO THE BORROWING DATE, IN THE CASE OF A LIBO RATE
TRANCHE, AND (C) IN NO EVENT MORE THAN FIVE BUSINESS DAYS PRIOR TO A BORROWING
DATE, PROVIDED THAT NO MORE THAN ONE LIBO RATE TRANCHE FOR ANY LOAN SHALL BE
OUTSTANDING AT ANY ONE TIME. EACH RATE ELECTION NOTICE SHALL SPECIFY THE
EFFECTIVE DATE FOR THE LIBOR PERIOD TO BE APPLICABLE TO ANY LIBO RATE TRANCHE
WITH RESPECT TO ANY LOAN. THE LIBO RATE SHALL REMAIN FIXED FOR ALL DISBURSEMENTS
MADE UNDER A LOAN THAT BEAR INTEREST BASED ON THE LIBO RATE UNTIL THE NEXT LIBOR
PERIOD COMMENCES. ANY RATE ELECTION NOTICE DELIVERED BY BORROWER SHALL BE
IRREVOCABLE AND MAY NOT BE MODIFIED IN ANY WAY WITHOUT THE PRIOR WRITTEN
APPROVAL OF LENDER. IN ADDITION TO INITIALLY ELECTING TO DESIGNATE A BORROWING
TRANCHE AS A BASE RATE TRANCHE OR A LIBO RATE TRANCHE, BORROWER MAY FURTHER
ELECT, BY DESIGNATION ON A RATE ELECTION NOTICE, (I) TO CONVERT A BASE RATE
TRANCHE OR ANY PORTION THEREOF TO A LIBO RATE TRANCHE, (II) TO CONVERT A LIBO
RATE TRANCHE OR ANY PORTION THEREOF INTO A BASE RATE TRANCHE, OR (III) TO
CONTINUE ANY LIBO RATE TRANCHE OR ANY PORTION THEREOF FOR AN ADDITIONAL LIBOR
PERIOD. IN THE EVENT THAT BORROWER FAILS TO NOTIFY LENDER THAT IT DESIRES TO
CONTINUE ANY LIBO RATE TRANCHE OR ANY PORTION THEREOF BY THE LAST DAY OF THE
APPLICABLE LIBOR PERIOD, BORROWER SHALL BE DEEMED TO HAVE ELECTED TO CONTINUE
THE LIBO RATE TRANCHE IN QUESTION FOR AN ADDITIONAL LIBOR PERIOD EQUAL IN LENGTH
TO THE EXPIRING LIBOR PERIOD. THE LIBOR PERIOD FOR THE CONTINUATION OF ANY LIBO
RATE TRANCHE SHALL COMMENCE ON THE DAY AFTER THE LAST DAY OF THE NEXT PRECEDING
LIBOR PERIOD. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN AND
SUBJECT TO THE DEFAULT INTEREST PROVISIONS CONTAINED HEREIN, IF AN EVENT OF
DEFAULT OCCURS, ALL LIBO RATE TRANCHES WILL CONVERT TO BASE RATE TRANCHES UPON
THE EXPIRATION OF THE LIBOR PERIODS THEREFOR. THE CONVERSION OF A LIBO RATE
TRANCHE TO A BASE RATE TRANCHE PURSUANT TO A DESCRIPTION IN A RATE ELECTION
NOTICE SHALL ONLY OCCUR ON THE LAST BUSINESS DAY OF THE LIBOR PERIOD RELATING TO
SUCH LIBO RATE TRANCHE. LENDER IS HEREBY AUTHORIZED TO RELY UPON A RATE ELECTION
NOTICE DELIVERED BY ANY AUTHORIZED OFFICER OF BORROWER INCLUDING WILLIAM B.
SKOGLUND, PRESIDENT AND CHIEF EXECUTIVE OFFICER, J. DOUGLAS CHEATHAM, EXECUTIVE
VICE PRESIDENT AND CHIEF FINANCIAL OFFICER, AND JAMES L. ECCHER, EXECUTIVE VICE
PRESIDENT AND CHIEF OPERATING OFFICER, WHICH PERSONS ARE BORROWER'S DULY
AUTHORIZED AGENTS, AND SUCH ADDITIONAL AUTHORIZED AGENTS AS ANY OF THE
ABOVE-REFERENCED AUTHORIZED AGENTS OF BORROWER SHALL DESIGNATE, IN WRITING, TO
LENDER.
IF PURSUANT TO THE RATE ELECTION NOTICE RECEIVED BY LENDER PURSUANT TO
SECTION 2.1 HEREOF, THE INITIAL INTEREST PERIOD OF ANY LIBOR RATE TRANCHE
COMMENCES ON ANY DAY OTHER THAN THE FIRST BUSINESS DAY OF ANY MONTH, THEN THE
INITIAL INTEREST PERIOD OF SUCH