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
10
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 3RD 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 3RD 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.
NO LOAN MAY BE MADE AS OR
CONVERTED INTO A LIBOR LOAN UNTIL THE EARLIER OF (I)
45 DAYS AFTER THE CLOSING
DATE OR (II) COMPLETION OF PRIMARY SYNDICATION AS DETERMINED BY AGENT (THE
"SYNDICATION PERIOD").
NOTWITHSTANDING THE FOREGOING, AT ANY TIME PRIOR TO THE
END OF THE SYNDICATION PERIOD, BORROWER SHALL HAVE THE OPTION TO REQUEST IN
ACCORDANCE WITH THIS SECTION 1.2(E) THAT ANY REVOLVING CREDIT ADVANCE OR ANY
TERM LOAN BE MADE OR CONTINUED AS A LIBOR LOAN HAVING A 14 DAY OR ONE MONTH
LIBOR PERIOD (BUT NOT A TWO, THREE OR SIX MONTH LIBOR PERIOD); PROVIDED THAT
ONLY TWO (2) SUCH LIBOR PERIODS MAY EXIST AT ANY TIME FOR ALL REVOLVING CREDIT
ADVANCES AND ONLY TWO (2) SUCH LIBOR PERIODS MAY EXIST AT ANY TIME FOR THE TERM
LOAN.
(F)
NOTWITHSTANDING ANYTHING TO THE CONTRARY SET FORTH IN THIS
SECTION 1.2, IF A COURT OF COMPETENT JURISDICTION DETERMINES IN A FINAL ORDER
THAT THE RATE