COMPLIED WITH SUCH CUSTOMARY PROCEDURES
AS ARE ESTABLISHED BY AGENT AND SPECIFIED BY AGENT TO ADMINISTRATIVE BORROWER
FROM TIME TO TIME FOR REQUESTS BY BORROWERS FOR EURODOLLAR RATE LOANS, (IV) NO
MORE THAN FOUR (4) INTEREST PERIODS MAY BE IN EFFECT AT ANY ONE TIME, (V) THE
AGGREGATE AMOUNT OF THE EURODOLLAR RATE LOANS MUST BE IN AN AMOUNT NOT LESS THAN
$5,000,000 OR AN INTEGRAL MULTIPLE OF $1,000,000 IN EXCESS THEREOF, (VI) THE
MAXIMUM AMOUNT OF THE EURODOLLAR RATE LOANS IN THE AGGREGATE AT ANY TIME
REQUESTED BY BORROWERS SHALL NOT EXCEED THE AMOUNT EQUAL TO EIGHTY (80%) PERCENT
OF THE LOWEST PRINCIPAL AMOUNT OF THE BORROWING BASE LOANS WHICH IT IS
ANTICIPATED WILL BE OUTSTANDING DURING THE APPLICABLE INTEREST PERIOD, IN EACH
CASE AS DETERMINED BY AGENT IN GOOD FAITH (BUT WITH NO OBLIGATION OF AGENT OR
LENDERS TO MAKE SUCH LOANS), AND (VII) AGENT AND EACH LENDER SHALL HAVE
DETERMINED THAT THE INTEREST PERIOD OR ADJUSTED EURODOLLAR RATE IS AVAILABLE TO
AGENT AND SUCH LENDER AND CAN BE READILY DETERMINED AS OF THE DATE OF THE
REQUEST FOR SUCH EURODOLLAR RATE LOAN BY SUCH BORROWER. ANY REQUEST BY OR ON
BEHALF OF A BORROWER FOR EURODOLLAR RATE LOANS OR TO CONVERT PRIME RATE LOANS TO
EURODOLLAR RATE LOANS OR TO CONTINUE ANY EXISTING EURODOLLAR RATE LOANS SHALL BE
IRREVOCABLE. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, AGENT
AND LENDERS SHALL NOT BE REQUIRED TO PURCHASE UNITED STATES DOLLAR DEPOSITS IN
THE LONDON INTERBANK MARKET OR OTHER APPLICABLE EURODOLLAR RATE MARKET TO FUND
ANY EURODOLLAR RATE LOANS, BUT THE PROVISIONS HEREOF SHALL BE DEEMED TO APPLY AS
IF AGENT AND LENDERS HAD PURCHASED SUCH DEPOSITS TO FUND THE EURODOLLAR RATE
LOANS.
(C)
ANY EURODOLLAR RATE LOANS SHALL
AUTOMATICALLY CONVERT TO PRIME RATE LOANS UPON THE LAST DAY OF THE APPLICABLE
INTEREST PERIOD, UNLESS AGENT HAS RECEIVED AND APPROVED A REQUEST TO CONTINUE
SUCH EURODOLLAR RATE LOAN (AND UNLESS CO-AGENT HAS ALSO RECEIVED SUCH REQUEST),
IN EACH CASE, AT LEAST THREE (3) BUSINESS DAYS PRIOR TO SUCH LAST DAY IN
ACCORDANCE WITH THE TERMS HEREOF. ANY EURODOLLAR RATE LOANS SHALL, AT AGENT'S
OPTION, UPON NOTICE BY AGENT TO ADMINISTRATIVE BORROWER, BE SUBSEQUENTLY
CONVERTED TO PRIME RATE LOANS IN THE EVENT THAT THIS AGREEMENT SHALL TERMINATE
OR NOT BE RENEWED. BORROWERS SHALL PAY TO AGENT, FOR THE RATABLE BENEFIT OF
LENDERS, UPON DEMAND BY AGENT (OR AGENT MAY, AT ITS OPTION, CHARGE ANY LOAN
ACCOUNT OF ANY BORROWER) ANY AMOUNTS REQUIRED TO COMPENSATE ANY LENDER OR
PARTICIPANT FOR ANY LOSS (INCLUDING LOSS OF ANTICIPATED PROFITS), COST OR
EXPENSE INCURRED BY SUCH PERSON, AS A RESULT OF THE CONVERSION OF EURODOLLAR
RATE LOANS TO PRIME RATE LOANS PURSUANT TO ANY OF THE FOREGOING.
(D)
INTEREST SHALL BE PAYABLE BY BORROWERS TO
AGENT, FOR THE ACCOUNT OF LENDERS, MONTHLY IN ARREARS NOT LATER THAN THE FIRST
DAY OF EACH CALENDAR MONTH AND SHALL BE CALCULATED ON THE BASIS OF A THREE
HUNDRED SIXTY (360) DAY YEAR AND ACTUAL DAYS ELAPSED. THE INTEREST