PAYABLE UPON DEMAND, BUT IN ANY EVENT, SHALL BE PAYABLE ON THE NEXT REGULARLY
SCHEDULED PAYMENT DATE SET FORTH HEREIN FOR SUCH OBLIGATION.
(E)
BORROWER SHALL HAVE THE OPTION TO (I) REQUEST THAT ANY REVOLVING
CREDIT ADVANCE BE MADE AS A LIBOR LOAN, (II) CONVERT AT ANY TIME ALL OR ANY PART
OF OUTSTANDING LOANS (OTHER THAN THE SWING LINE LOAN) FROM INDEX RATE LOANS TO
LIBOR LOANS, (III) CONVERT ANY LIBOR LOAN TO AN INDEX RATE LOAN, SUBJECT TO
PAYMENT OF THE LIBOR BREAKAGE FEE IN ACCORDANCE WITH SECTION 1.3(D) IF SUCH
CONVERSION IS MADE PRIOR TO THE EXPIRATION OF THE LIBOR PERIOD APPLICABLE
THERETO, OR (IV) CONTINUE ALL OR ANY PORTION OF ANY LOAN (OTHER THAN THE SWING
LINE LOAN) AS A LIBOR LOAN UPON THE EXPIRATION OF THE APPLICABLE LIBOR PERIOD
AND THE SUCCEEDING LIBOR PERIOD OF THAT CONTINUED LOAN SHALL COMMENCE ON THE
FIRST DAY AFTER THE LAST DAY OF THE LIBOR PERIOD OF THE LOAN TO BE CONTINUED.
ANY LOAN OR GROUP OF LOANS HAVING THE SAME PROPOSED LIBOR PERIOD TO BE MADE OR
CONTINUED AS, OR CONVERTED INTO, A LIBOR LOAN MUST BE IN A MINIMUM AMOUNT OF
$5,000,000 AND INTEGRAL MULTIPLES OF $100,000 IN EXCESS OF SUCH AMOUNT.
ANY
SUCH ELECTION MUST BE MADE BY 1:00 P.M. (NEW YORK TIME) ON THE THIRD BUSINESS
DAY PRIOR TO (1) THE DATE OF ANY PROPOSED REVOLVING CREDIT ADVANCE WHICH IS TO
BEAR INTEREST AT THE LIBOR RATE, (2) THE END OF EACH LIBOR PERIOD WITH RESPECT
TO ANY LIBOR LOANS TO BE CONTINUED AS SUCH, OR (3) THE DATE ON WHICH BORROWER
WISHES TO CONVERT ANY INDEX RATE LOAN TO A LIBOR LOAN FOR A LIBOR PERIOD
DESIGNATED BY BORROWER IN SUCH ELECTION.
IF NO ELECTION IS RECEIVED WITH
RESPECT TO A LIBOR LOAN BY 1:00 P.M. (NEW YORK TIME) ON THE THIRD BUSINESS DAY
PRIOR TO THE END OF THE LIBOR PERIOD WITH RESPECT THERETO, THAT LIBOR LOAN SHALL
BE CONVERTED TO AN INDEX RATE LOAN AT THE END OF ITS LIBOR PERIOD.
BORROWER
MUST MAKE SUCH ELECTION BY NOTICE TO AGENT IN WRITING, BY FAX OR OVERNIGHT
COURIER OR BASED ON TELEPHONIC INSTRUCTIONS OF BORROWER (WHICH INSTRUCTIONS
SHALL BE PROMPTLY CONFIRMED IN WRITING BY BORROWER).
IN THE CASE OF ANY
CONVERSION OR CONTINUATION, SUCH ELECTION MUST BE MADE PURSUANT TO A WRITTEN
NOTICE (A "NOTICE OF CONVERSION/CONTINUATION") IN THE FORM OF EXHIBIT 1.2(E).
NO LOAN SHALL BE MADE, CONVERTED INTO OR CONTINUED AS A LIBOR LOAN, IF AN EVENT
OF DEFAULT HAS OCCURRED AND IS CONTINUING AND REQUISITE LENDERS HAVE DETERMINED
NOT TO MAKE OR CONTINUE ANY LOAN AS A LIBOR LOAN AS A RESULT THEREOF.
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(F)
NOTWITHSTANDING ANY OTHER PROVISION CONTAINED IN THIS AGREEMENT,
AFTER GIVING EFFECT TO ANY BORROWING, OR TO ANY CONTINUATION OR CONVERSION OF
ANY LOANS, THERE SHALL NOT BE MORE THAN SEVEN (7) DIFFERENT LIBOR PERIODS IN
EFFECT.
(G)
NOTWITHSTANDING ANYTHING TO THE CONTRARY SET FORTH IN THIS SECTION 1.2
OR ELSEWHERE IN THE LOAN DOCUMENTS,