SHALL SPECIFY WHETHER SUCH ELECTION, CONVERSION OR
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CONTINUATION IS FOR A ONE, TWO, OR THREE MONTH PERIOD.
NOTWITHSTANDING ANYTHING
TO THE CONTRARY CONTAINED HEREIN, THE AGENT (OR ANY PARTICIPANT OR LENDER, IF
APPLICABLE) SHALL NOT BE REQUIRED TO PURCHASE UNITED STATES DOLLAR DEPOSITS IN
THE LONDON INTERBANK MARKET OR FROM ANY OTHER APPLICABLE LIBOR MARKET OR SOURCE
OR OTHERWISE "MATCH FUND" TO FUND LIBOR LOANS, BUT ANY AND ALL PROVISIONS HEREOF
RELATING TO LIBOR LOANS SHALL BE DEEMED TO APPLY AS IF THE AGENT (AND ANY
PARTICIPANT OR LENDER, IF APPLICABLE) HAD PURCHASED SUCH DEPOSITS TO FUND ANY
LIBOR LOANS.
(C)
THE COMPANY MAY REQUEST A LIBOR LOAN, CONVERT ANY BASE RATE LOAN OR
CONTINUE ANY LIBOR LOAN PROVIDED THERE IS THEN NO EVENT OF DEFAULT OR EVENT THAT
WOULD CONSTITUTE AN EVENT OF DEFAULT BUT FOR THE REQUIREMENT THAT NOTICE BE
GIVEN OR TIME ELAPSE CONTINUING THAT HAS NOT BEEN WAIVED.
8.8
(A)
THE LIBOR LOANS SHALL BEAR INTEREST FOR EACH INTEREST PERIOD
WITH RESPECT THERETO ON THE UNPAID PRINCIPAL AMOUNT THEREOF AT A RATE PER ANNUM
EQUAL TO LIBOR DETERMINED FOR EACH INTEREST PERIOD IN ACCORDANCE WITH THE TERMS
HEREOF, PLUS TWO AND ONE-HALF PERCENT (2.50%).
(B)
THE COMPANY MAY NOT HAVE MORE THAN THREE (3) LIBOR LOANS OUTSTANDING
AT ANY GIVEN TIME.
8.9
(A) INTEREST IN RESPECT OF THE LIBOR LOANS SHALL BE CALCULATED ON
THE BASIS OF A 360 DAY YEAR AND SHALL BE PAYABLE AS OF THE END OF EACH MONTH.
(A)
THE AGENT SHALL, AT THE REQUEST OF THE COMPANY, DELIVER TO THE
COMPANY A STATEMENT SHOWING THE COMPUTATIONS USED IN DETERMINING ANY INTEREST
RATE PURSUANT TO THIS SECTION 8 HEREOF.
8.10
IN THE EVENT THAT THE AGENT OR ANY LENDER (OR ANY FINANCIAL
INSTITUTION WHICH MAY BECOME A PARTICIPANT HEREUNDER) SHALL HAVE DETERMINED IN
THE EXERCISE OF ITS REASONABLE BUSINESS JUDGMENT (WHICH DETERMINATION SHALL BE
CONCLUSIVE AND BINDING UPON THE COMPANY) THAT BY REASON OF CIRCUMSTANCES
AFFECTING THE INTERBANK LIBOR MARKET, ADEQUATE AND REASONABLE MEANS DO NOT EXIST
FOR ASCERTAINING LIBOR APPLICABLE FOR ANY INTEREST PERIOD WITH RESPECT TO:
(A)
A PROPOSED LOAN THAT THE COMPANY HAS REQUESTED BE MADE AS A LIBOR LOAN; (B) A
LIBOR LOAN THAT WILL RESULT FROM THE REQUESTED CONVERSION OF A BASE RATE LOAN
INTO A LIBOR LOAN; OR (C) THE CONTINUATION OF LIBOR LOANS BEYOND THE EXPIRATION
OF THE THEN CURRENT INTEREST PERIOD WITH RESPECT THERETO, THE AGENT OR SUCH
LENDER SHALL FORTHWITH GIVE WRITTEN NOTICE OF SUCH DETERMINATION TO THE COMPANY
AT LEAST ONE BUSINESS DAY PRIOR TO, AS THE CASE MAY BE, THE REQUESTED BORROWING
DATE FOR SUCH LIBOR LOAN, THE CONVERSION DATE OF SUCH BASE RATE LOAN OR THE LAST
DAY OF SUCH INTEREST PERIOD; PROVIDED THAT IF SUCH CIRCUMSTANCES EXIST WITH
RESPECT TO LESS THAN ALL INTEREST PERIODS, THE AGENT OR SUCH LENDER SHALL SO
ADVISE THE COMPANY AND THE COMPANY MAY
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SELECT SUCH AVAILABLE INTEREST PERIODS.
IF SUCH NOTICE IS GIVEN (I) ANY
REQUESTED LIBOR LOAN SHALL