END OF ITS INTEREST PERIOD AS, A
LIBOR LOAN.
DURING ANY DEFAULT OR EVENT OF DEFAULT, AGENT MAY (AND SHALL AT THE
DIRECTION OF REQUIRED LENDERS) DECLARE THAT NO LOAN MAY BE MADE, CONVERTED OR
CONTINUED AS A LIBOR LOAN.
B.
WHENEVER BORROWERS DESIRE TO CONVERT OR CONTINUE LOANS AS LIBOR
LOANS, BORROWER AGENT SHALL GIVE AGENT A NOTICE OF CONVERSION/CONTINUATION, NO
LATER THAN 11:00 A.M. AT LEAST THREE BUSINESS DAYS BEFORE THE REQUESTED
CONVERSION OR CONTINUATION DATE.
PROMPTLY AFTER RECEIVING ANY SUCH NOTICE,
AGENT SHALL NOTIFY EACH LENDER THEREOF.
EACH NOTICE OF
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CONVERSION/CONTINUATION SHALL BE IRREVOCABLE, AND SHALL SPECIFY THE AMOUNT OF
LOANS TO BE CONVERTED OR CONTINUED, THE CONVERSION OR CONTINUATION DATE (WHICH
SHALL BE A BUSINESS DAY), AND THE DURATION OF THE INTEREST PERIOD (WHICH SHALL
BE DEEMED TO BE 30 DAYS IF NOT SPECIFIED).
IF, UPON THE EXPIRATION OF ANY
INTEREST PERIOD IN RESPECT OF ANY LIBOR LOANS, BORROWERS SHALL HAVE FAILED TO
DELIVER A NOTICE OF CONVERSION/CONTINUATION, THEY SHALL BE DEEMED TO HAVE
ELECTED TO CONVERT SUCH LOANS INTO BASE RATE LOANS.
3.1.3
INTEREST PERIODS.
IN CONNECTION WITH THE MAKING, CONVERSION OR
CONTINUATION OF ANY LIBOR LOANS, BORROWERS SHALL SELECT AN INTEREST PERIOD
("INTEREST PERIOD") TO APPLY, WHICH INTEREST PERIOD SHALL BE 30, 60, 90 OR 180
DAYS; PROVIDED, HOWEVER, THAT:
A.
THE INTEREST PERIOD SHALL COMMENCE ON THE DATE THE LOAN IS MADE
OR CONTINUED AS, OR CONVERTED INTO, A LIBOR LOAN, AND SHALL EXPIRE ON THE
NUMERICALLY CORRESPONDING DAY IN THE CALENDAR MONTH AT ITS END;
B.
IF ANY INTEREST PERIOD COMMENCES ON A DAY FOR WHICH THERE IS NO
CORRESPONDING DAY IN THE CALENDAR MONTH AT ITS END OR IF SUCH CORRESPONDING DAY
FALLS AFTER THE LAST BUSINESS DAY OF SUCH MONTH, THEN THE INTEREST PERIOD SHALL
EXPIRE ON THE LAST BUSINESS DAY OF SUCH MONTH; AND IF ANY INTEREST PERIOD WOULD
EXPIRE ON A DAY THAT IS NOT A BUSINESS DAY, THE PERIOD SHALL EXPIRE ON THE NEXT
BUSINESS DAY; AND
C.
NO INTEREST PERIOD SHALL EXTEND BEYOND THE REVOLVER TERMINATION
DATE.
3.1.4
INTEREST RATE NOT ASCERTAINABLE.
IF AGENT SHALL DETERMINE THAT ON
ANY DATE FOR DETERMINING LIBOR, DUE TO ANY CIRCUMSTANCE AFFECTING THE LONDON
INTERBANK MARKET, ADEQUATE AND FAIR MEANS DO NOT EXIST FOR ASCERTAINING SUCH
RATE ON THE BASIS PROVIDED HEREIN, THEN AGENT SHALL IMMEDIATELY NOTIFY BORROWER
AGENT OF SUCH DETERMINATION.
UNTIL AGENT NOTIFIES BORROWER AGENT THAT SUCH
CIRCUMSTANCE NO LONGER EXISTS, THE OBLIGATION OF LENDERS TO MAKE LIBOR LOANS
SHALL BE SUSPENDED, AND NO FURTHER LOANS MAY BE CONVERTED INTO OR CONTINUED AS
LIBOR LOANS.
3.2
Fees.
3.2.1
UNUSED LINE FEE.
BORROWERS SHALL PAY TO AGENT, FOR THE PRO RATA
BENEFIT OF LENDERS, A FEE ACCRUING DURING EACH CALENDAR QUARTER WHEN THE AVERAGE
DAILY AGGREGATE AMOUNT OF LOANS AND LC OBLIGATIONS DURING THE PRECEDING CALENDAR
QUARTER OR ANY PORTION THEREOF (A) IS LESS THAN 50% OF THE COMMITMENTS IN SUCH
PRIOR CALENDAR QUARTER, AT THE RATE OF 0.625% PER ANNUM AND (B) IS EQUAL TO OR