BE CONVERTED TO EURODOLLAR RATE LOANS OR SUCH EURODOLLAR RATE
LOANS SHALL CONTINUE, AS THE CASE MAY BE, PROVIDED, THAT, (I) NO DEFAULT OR
EVENT OF DEFAULT SHALL EXIST OR HAVE OCCURRED AND BE CONTINUING, (II) NO PARTY
HERETO SHALL HAVE SENT ANY NOTICE OF TERMINATION OF THIS AGREEMENT, (III) SUCH
BORROWER (OR ADMINISTRATIVE BORROWER ON BEHALF OF SUCH BORROWER) SHALL HAVE
COMPLIED WITH SUCH CUSTOMARY PROCEDURES AS ARE ESTABLISHED BY AGENT AND
SPECIFIED BY AGENT TO ADMINISTRATIVE BORROWER FROM TIME TO TIME FOR REQUESTS BY
BORROWERS FOR EURODOLLAR RATE LOANS, (IV) NO MORE THAN EIGHT (8) INTEREST
PERIODS MAY BE IN EFFECT AT ANY ONE TIME, (V) THE AGGREGATE AMOUNT OF THE
EURODOLLAR RATE LOANS MUST BE IN AN AMOUNT NOT LESS THAN $5,000,000 OR AN
INTEGRAL MULTIPLE OF $1,000,000 IN EXCESS THEREOF, AND (VI) AGENT AND EACH
LENDER SHALL HAVE DETERMINED THAT THE INTEREST PERIOD OR ADJUSTED EURODOLLAR
RATE IS AVAILABLE TO AGENT AND SUCH LENDER AND CAN BE READILY DETERMINED AS OF
THE DATE OF THE REQUEST FOR SUCH EURODOLLAR RATE LOAN BY SUCH BORROWER.
ANY
REQUEST BY OR ON BEHALF OF A BORROWER FOR EURODOLLAR RATE LOANS OR TO CONVERT
PRIME RATE LOANS TO EURODOLLAR RATE LOANS OR TO CONTINUE ANY EXISTING EURODOLLAR
RATE LOANS SHALL BE IRREVOCABLE.
NOTWITHSTANDING ANYTHING TO THE CONTRARY
CONTAINED HEREIN, AGENT AND LENDERS SHALL NOT BE REQUIRED TO PURCHASE UNITED
STATES DOLLAR DEPOSITS IN THE LONDON INTERBANK MARKET OR OTHER APPLICABLE
EURODOLLAR RATE MARKET TO FUND ANY EURODOLLAR RATE LOANS, BUT THE PROVISIONS
HEREOF SHALL BE DEEMED TO APPLY AS IF AGENT AND LENDERS HAD PURCHASED SUCH
DEPOSITS TO FUND THE EURODOLLAR RATE LOANS.
(C)
ANY EURODOLLAR RATE LOANS SHALL AUTOMATICALLY CONVERT TO
PRIME RATE LOANS UPON THE LAST DAY OF THE APPLICABLE INTEREST PERIOD, UNLESS
AGENT HAS RECEIVED AND APPROVED A REQUEST TO CONTINUE SUCH EURODOLLAR RATE LOAN
AT LEAST THREE (3) BUSINESS DAYS PRIOR TO SUCH LAST DAY IN ACCORDANCE WITH THE
TERMS HEREOF.
ANY EURODOLLAR RATE LOANS SHALL, AT AGENT'S OPTION, UPON NOTICE
BY AGENT TO PARENT, BE SUBSEQUENTLY CONVERTED TO PRIME RATE LOANS IN THE EVENT
THAT THIS AGREEMENT SHALL TERMINATE OR NOT BE RENEWED.
BORROWERS SHALL PAY TO
AGENT, FOR THE BENEFIT OF LENDERS, UPON DEMAND BY AGENT (OR AGENT MAY, AT ITS
OPTION, CHARGE ANY LOAN ACCOUNT OF ANY BORROWER) ANY AMOUNTS REQUIRED TO
COMPENSATE ANY LENDER OR PARTICIPANT FOR ANY LOSS (INCLUDING LOSS OF ANTICIPATED
PROFITS), COST OR EXPENSE INCURRED BY SUCH PERSON, AS A RESULT OF THE CONVERSION
OF EURODOLLAR RATE LOANS TO PRIME RATE LOANS PURSUANT TO ANY OF THE FOREGOING.
(D)
INTEREST SHALL BE PAYABLE BY BORROWERS TO AGENT, FOR THE
ACCOUNT OF LENDERS, MONTHLY IN ARREARS NOT LATER THAN THE FIRST DAY OF EACH
CALENDAR MONTH AND SHALL BE CALCULATED ON THE BASIS OF A THREE HUNDRED SIXTY
(360) DAY YEAR AND ACTUAL DAYS ELAPSED, OTHER THAN FOR PRIME RATE LOANS WHICH
SHALL BE CALCULATED ON THE BASIS OF THREE HUNDRED SIXTY-FIVE (365) OR THREE
HUNDRED SIXTY-SIX (366) DAY YEAR,