IN THIS AGREEMENT, THE
EXISTENCE OF ANY DEFAULT OR EVENT OF DEFAULT OR THE INABILITY OR FAILURE OF
F.Y.I. OR ANY OF ITS SUBSIDIARIES
OR ANY OTHER LOAN PARTY TO SATISFY ANY
CONDITION PRECEDENT TO FUNDING ANY OF THE LOANS CONTAINED IN ARTICLE 6 (WHICH
CONDITIONS PRECEDENT SHALL NOT APPLY TO THIS SENTENCE), TO MAKE A LOAN, IN THE
FORM OF A PRIME RATE LOAN, IN AN AMOUNT EQUAL TO ITS COMMITMENT PERCENTAGE OF
THE AGGREGATE PRINCIPAL AMOUNT OF THE SWINGLINE ADVANCES THEN OUTSTANDING, AND
THE PROCEEDS OF SUCH LOANS SHALL BE PROMPTLY PAID BY THE ADMINISTRATIVE AGENT TO
BANK OF AMERICA AND APPLIED AS A REPAYMENT OF THE AGGREGATE PRINCIPAL AMOUNT OF
THE SWINGLINE ADVANCES THEN OUTSTANDING.
(B)
CONTINUATION AND CONVERSION OF LOANS.
SUBJECT TO THE TERMS AND
CONDITIONS OF THIS AGREEMENT, F.Y.I. MAY BORROW THE LOANS AS PRIME RATE LOANS OR
AS EURODOLLAR LOANS (EXCEPT FOR LOANS WHICH CONSTITUTE SWINGLINE ADVANCES) AND,
UNTIL THE MATURITY DATE, MAY CONTINUE EURODOLLAR LOANS OR CONVERT LOANS (OTHER
THAN LOANS WHICH CONSTITUTE SWINGLINE ADVANCES) OF ONE TYPE INTO LOANS OF THE
OTHER TYPE.
(C)
LENDING OFFICES.
LOANS OF EACH TYPE MADE BY EACH LENDER SHALL BE
MADE AND MAINTAINED AT SUCH LENDER'S APPLICABLE LENDING OFFICE FOR LOANS OF SUCH
TYPE.
(D)
EXTENSIONS.
THE MATURITY DATE MAY BE EXTENDED ON BOTH THE FIRST
AND SECOND ANNIVERSARIES OF THE CLOSING DATE AS SET FORTH IN THIS SECTION
2.1(D), IN EACH CASE FOR A PERIOD OF 364 DAYS MEASURED FROM THE MATURITY DATE
THEN IN EFFECT.
IF F.Y.I. WISHES TO REQUEST AN EXTENSION OF THE MATURITY DATE,
IT SHALL GIVE NOTICE TO THAT EFFECT TO THE ADMINISTRATIVE AGENT NOT LESS THAN 45
DAYS NOR MORE THAN 60 DAYS PRIOR TO THE FIRST AND/OR SECOND ANNIVERSARY OF THE
CLOSING DATE. THE ADMINISTRATIVE AGENT SHALL PROMPTLY NOTIFY EACH LENDER OF
RECEIPT OF SUCH REQUEST. EACH LENDER SHALL ENDEAVOR TO RESPOND TO SUCH REQUEST,
WHETHER AFFIRMATIVELY OR NEGATIVELY (SUCH DETERMINATION IN THE SOLE DISCRETION
OF SUCH LENDER), BY NOTICE TO F.Y.I. AND THE ADMINISTRATIVE AGENT WITHIN 30 DAYS
OF RECEIPT OF SUCH REQUEST. SUBJECT TO THE EXECUTION BY F.Y.I., THE
ADMINISTRATIVE AGENT AND SUCH LENDERS OF A DULY COMPLETED EXTENSION AGREEMENT IN
SUBSTANTIALLY THE FORM OF EXHIBIT J, THE MATURITY DATE APPLICABLE TO THE
COMMITMENT OF EACH LENDER SO AFFIRMATIVELY NOTIFYING F.Y.I. AND THE
ADMINISTRATIVE AGENT SHALL BE EXTENDED FOR THE PERIOD SPECIFIED ABOVE; PROVIDED
THAT NO MATURITY DATE OF ANY LENDER SHALL BE EXTENDED UNLESS LENDERS HAVING AT
LEAST 51% IN AGGREGATE AMOUNT OF THE COMMITMENTS IN EFFECT AT THE TIME ANY SUCH
EXTENSION IS REQUESTED SHALL HAVE ELECTED SO TO EXTEND THEIR COMMITMENTS. ANY
LENDER WHICH DOES NOT GIVE SUCH NOTICE TO F.Y.I. AND THE ADMINISTRATIVE AGENT
SHALL BE DEEMED TO HAVE ELECTED NOT TO EXTEND AS REQUESTED AND THE COMMITMENT OF
EACH NON-EXTENDING LENDER SHALL TERMINATE ON THE MATURITY DATE DETERMINED
WITHOUT GIVING EFFECT TO SUCH REQUESTED EXTENSION.
F.Y.I. SHALL HAVE THE RIGHT
TO REPLACE ANY SUCH NON-EXTENDING LENDER WITH ANOTHER PERSON PURSUANT TO THE