AGGREGATE MINIMUM AMOUNT OF $5,000,000 AND AN INTEGRAL
MULTIPLE OF $1,000,000 OR THE FOREIGN CURRENCY EQUIVALENT THEREOF, OF THE LOANS
BE, (A) IN THE CASE OF BASE RATE LOANS, CONVERTED INTO LIBO RATE LOANS, (B) IN
THE CASE OF LIBO RATE LOANS DENOMINATED IN DOLLARS, BE CONVERTED INTO BASE RATE
LOANS OR CONTINUED AS LIBO RATE LOANS, OR (C) IN THE CASE OF LIBO RATE LOANS
DENOMINATED IN AN ALTERNATE CURRENCY, CONTINUED AS LIBO RATE LOANS IN THE SAME
CURRENCY.
In the absence of delivery of a Continuation/Conversion Notice with respect to
LIBO Rate Loans at least three Business Days' before the last day of the then
current Interest Period with respect thereto,
(A)
LIBO RATE LOANS DENOMINATED IN DOLLARS SHALL BE CONVERTED
AUTOMATICALLY ON SUCH LAST DAY TO BASE RATE LOANS, AND
(B)
LIBO RATE LOANS DENOMINATED IN AN ALTERNATE CURRENCY SHALL BE
CONTINUED AS LOANS IN THE RELEVANT ALTERNATE CURRENCY AT A RATE PER ANNUM EQUAL
TO THE LIBO ALTERNATE RATE FOR SUCH RELEVANT CURRENCY PLUS THE APPLICABLE MARGIN
FOR THE SHORTEST AVAILABLE INTEREST PERIOD SELECTED BY THE AGENT IN ITS SOLE
DISCRETION (BUT NOT LATER THAN THE MATURITY DATE).
Each such conversion and continuation shall be prorated among the applicable
outstanding Loans of all Lenders, and no portion of the outstanding principal
amount of any Loans may be continued as, or be converted into, LIBO Rate Loans
when any Default has occurred and is continuing.
The Agent shall promptly
notify each Lender of the applicable interest period and interest rate.
SECTION 2.4.
FUNDING.
EACH LENDER MAY, IF IT SO ELECTS, FULFILL ITS OBLIGATION
TO MAKE, CONTINUE OR CONVERT LIBO RATE LOANS HEREUNDER BY CAUSING ONE OF ITS
FOREIGN BRANCHES OR AFFILIATES (OR AN INTERNATIONAL BANKING FACILITY CREATED BY
SUCH LENDER) TO MAKE, CONTINUE OR CONVERT SUCH LIBO RATE LOAN; PROVIDED,
HOWEVER, THAT SUCH LIBO RATE LOAN SHALL NONETHELESS BE DEEMED TO HAVE BEEN MADE
AND TO BE HELD BY SUCH LENDER, AND THE OBLIGATION OF THE BORROWER TO REPAY SUCH
LIBO RATE LOAN SHALL NEVERTHELESS BE TO SUCH LENDER FOR THE ACCOUNT OF SUCH
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FOREIGN BRANCH, AFFILIATE OR INTERNATIONAL BANKING FACILITY.
IN ADDITION, THE
BORROWER HEREBY CONSENTS AND AGREES THAT, FOR PURPOSES OF ANY DETERMINATION TO
BE MADE FOR PURPOSES OF SECTION 4.1, 4.2, 4.3 IT SHALL BE CONCLUSIVELY ASSUMED
THAT EACH LENDER ELECTED TO FUND ALL LIBO RATE LOANS BY PURCHASING DEPOSITS IN
THE RELEVANT CURRENCY IN THE RELEVANT INTERBANK EURODOLLAR MARKET.
SECTION 2.5.
NOTES.
EACH LENDER'S LOANS SHALL BE EVIDENCED BY A NOTE PAYABLE
TO THE ORDER OF SUCH LENDER IN A PRINCIPAL AMOUNT EQUAL TO SUCH LENDER'S
ORIGINAL REVOLVING COMMITMENT AMOUNT.
THE BORROWER HEREBY IRREVOCABLY
AUTHORIZES EACH LENDER TO MAKE (OR CAUSE TO BE MADE) APPROPRIATE NOTATIONS ON
THE GRID ATTACHED TO SUCH LENDER'S NOTE (OR ON ANY CONTINUATION OF SUCH GRID),
WHICH NOTATIONS, IF MADE, SHALL EVIDENCE, INTER ALIA, THE DATE OF, THE
OUTSTANDING PRINCIPAL OF AND INTEREST PERIOD APPLICABLE TO THE LOANS EVIDENCED
THEREBY.
SUCH NOTATIONS SHALL CONSTITUTE PRIMA FACIE