PERIOD;
(F)
ALL CONVERSIONS AND CONTINUATIONS OF LOANS HEREUNDER AND ALL
SELECTIONS OF INTEREST PERIODS HEREUNDER SHALL BE IN SUCH AMOUNTS AND BE MADE
PURSUANT TO SUCH ELECTIONS THAT, AFTER GIVING EFFECT THERETO, THE AGGREGATE
PRINCIPAL AMOUNT OF THE LOANS COMPRISING EACH TRANCHE OF EURODOLLAR LOANS SHALL
BE EQUAL TO $500,000 OR IN INCREMENTS OF $500,000 IN EXCESS THEREOF; AND
(G)
THE BORROWER SHALL NOT HAVE OUTSTANDING AT ANY ONE TIME MORE THAN
SIX (6) TRANCHES IN THE AGGREGATE OF EURODOLLAR LOANS.
Each request by the Borrower to convert (but not continue) a Loan shall
constitute a representation and warranty that each of the representations and
warranties made by the Borrower herein is true and correct in all material
respects on and as of such date as if made on and as of such date (except to the
extent that such representations and warranties relate expressly to an earlier
date, in which case such request shall constitute a representation and warranty
that such representations and warranties are true and correct as of such date).
Accrued interest on a Loan (or portion thereof) being converted shall be paid by
the Borrower at the time of conversion.
(B)
IN THE EVENT, AND ON EACH OCCASION, THAT ON THE DAY TWO (2)
BUSINESS DAYS PRIOR TO THE COMMENCEMENT OF ANY INTEREST PERIOD FOR A EURODOLLAR
LOAN, THE ADMINISTRATIVE AGENT SHALL HAVE DETERMINED (WHICH DETERMINATION ABSENT
MANIFEST ERROR SHALL BE CONCLUSIVE AND BINDING UPON THE BORROWER) THAT DOLLAR
DEPOSITS IN THE PRINCIPAL AMOUNT OF SUCH EURODOLLAR LOAN ARE NOT GENERALLY
AVAILABLE IN THE LONDON INTERBANK MARKET, OR THAT THE RATE AT WHICH SUCH DOLLAR
DEPOSITS ARE BEING OFFERED WILL NOT ADEQUATELY AND FAIRLY REFLECT THE COST TO
THE APPLICABLE LENDERS OF MAKING OR MAINTAINING THE PRINCIPAL AMOUNT OF SUCH
EURODOLLAR LOAN DURING SUCH INTEREST PERIOD, OR THAT REASONABLE MEANS DO NOT
EXIST FOR ASCERTAINING THE EURODOLLAR BASE RATE, THE ADMINISTRATIVE AGENT SHALL,
AS SOON AS PRACTICABLE THEREAFTER, GIVE WRITTEN OR TELEPHONIC NOTICE OF SUCH
DETERMINATION TO THE BORROWER AND THE APPLICABLE LENDERS, AND ANY REQUEST BY THE
BORROWER FOR A EURODOLLAR LOAN OR FOR CONVERSION TO OR MAINTENANCE OF A
EURODOLLAR LOAN PURSUANT TO THE TERMS OF THIS AGREEMENT SHALL BE DEEMED A
REQUEST FOR A BASE RATE LOAN.
AFTER SUCH NOTICE SHALL HAVE BEEN GIVEN AND UNTIL
THE CIRCUMSTANCES GIVING RISE TO SUCH NOTICE NO LONGER EXIST, EACH REQUEST FOR A
EURODOLLAR LOAN SHALL BE DEEMED TO BE A REQUEST
35
FOR A BASE RATE LOAN.
EACH DETERMINATION BY THE ADMINISTRATIVE AGENT HEREUNDER
SHALL BE CONCLUSIVE ABSENT MANIFEST ERROR.
2.8
FEES.
(A)
COMMITMENT FEES.
THE BORROWER AGREES TO PAY TO THE ADMINISTRATIVE
AGENT FOR THE ACCOUNT OF EACH REVOLVING CREDIT LENDER, ON EACH JANUARY 1,
APRIL 1, JULY 1 AND OCTOBER 1, COMMENCING JANUARY 1, 2007, DURING THE REVOLVING
CREDIT COMMITMENT PERIOD AND ON THE DATE ON WHICH THE REVOLVING CREDIT
COMMITMENTS SHALL BE PERMANENTLY TERMINATED OR REDUCED AS PROVIDED HEREIN, A
REVOLVING CREDIT COMMITMENT FEE (COLLECTIVELY, THE "COMMITMENT FEES") AT A