DAY OF THE APPLICABLE INTEREST PERIOD) AND THE
APPLICABLE INTEREST PERIOD IF THE CONVERSION OR CONTINUATION IS BEING MADE WITH
REFERENCE TO A LIBOR LOAN AND SHALL CONFIRM THE SAME IN WRITING TO BORROWER AND
LENDERS.
EACH CONVERSION OR CONTINUATION SHALL BE ON A BANKING BUSINESS DAY.
NO LIBOR LOAN SHALL BE CONVERTED TO A BASE RATE LOAN OR RENEWED ON ANY DAY OTHER
THAN THE LAST DAY OF THE CURRENT INTEREST PERIOD RELATING TO SUCH AMOUNTS
OUTSTANDING UNLESS BORROWER PAYS ANY APPLICABLE BREAKAGE CHARGES.
ALL
BORROWINGS ADVANCED AT THE REQUEST OF AGENT BANK UNDER SECTION 2.08 OF THE
CREDIT AGREEMENT SHALL BEAR INTEREST WITH REFERENCE TO THE BASE RATE PLUS THE
APPLICABLE MARGIN, SUBJECT TO BORROWER'S RIGHT TO CONVERT SUCH BORROWING TO A
LIBOR LOAN OR LIBOR LOANS AS PROVIDED HEREIN.
IF BORROWER FAILS TO GIVE A
CONTINUATION/CONVERSION NOTICE FOR THE CONTINUATION OF A LIBOR LOAN AS A LIBOR
LOAN FOR A NEW INTEREST PERIOD IN ACCORDANCE WITH THIS SECTION 2.05(C), SUCH
LIBOR LOAN SHALL AUTOMATICALLY BECOME A BASE RATE LOAN AT THE END OF ITS THEN
CURRENT INTEREST PERIOD.
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(D)
EACH INTEREST PERIOD (EACH INDIVIDUALLY AN "INTEREST PERIOD" AND
COLLECTIVELY THE "INTEREST PERIODS") FOR A LIBOR LOAN SHALL COMMENCE ON THE DATE
SUCH LIBOR LOAN IS MADE OR THE DATE OF CONVERSION OR CONTINUATION OF ANY AMOUNT
OR AMOUNTS OF THE OUTSTANDING BORROWINGS HEREUNDER TO A LIBOR LOAN, AS THE CASE
MAY BE, AND SHALL END ON THE DATE WHICH IS ONE (1) OR THREE (3) MONTHS
THEREAFTER, AS ELECTED BY BORROWER.
HOWEVER, NO INTEREST PERIOD MAY EXTEND
BEYOND THE MATURITY DATE.
EACH INTEREST PERIOD FOR A LIBOR LOAN SHALL COMMENCE
AND END ON A BANKING BUSINESS DAY.
IF ANY INTEREST PERIOD COMMENCES ON A DATE
FOR WHICH THERE IS NO CORRESPONDING DATE IN THE MONTH IN WHICH IT IS SCHEDULED
TO END, SUCH INTEREST PERIOD SHALL END ON THE LAST BANKING BUSINESS DAY OF SUCH
MONTH.
IF ANY INTEREST PERIOD WOULD OTHERWISE EXPIRE ON A DAY WHICH IS NOT A
BANKING BUSINESS DAY, THE INTEREST PERIOD SHALL BE EXTENDED TO EXPIRE ON THE
NEXT SUCCEEDING BANKING BUSINESS DAY, UNLESS THE RESULT OF SUCH EXTENSION WOULD
BE TO CARRY SUCH INTEREST PERIOD INTO ANOTHER CALENDAR MONTH, IN WHICH EVENT
SUCH INTEREST PERIOD SHALL END ON THE IMMEDIATELY PRECEDING BANKING BUSINESS
DAY.
(E)
THE APPLICABLE LIBO RATE AND BASE RATE SHALL BE DETERMINED BY THE
AGENT BANK, AND NOTICE THEREOF SHALL BE GIVEN PROMPTLY TO BORROWER AND LENDERS.
EACH DETERMINATION OF THE APPLICABLE BASE RATE AND LIBO RATE SHALL BE CONCLUSIVE
AND BINDING UPON THE BORROWER, IN THE ABSENCE OF MANIFEST OR DEMONSTRABLE
ERROR.
THE AGENT BANK SHALL, UPON WRITTEN REQUEST OF BORROWER OR ANY LENDER,
DELIVER TO BORROWER OR SUCH LENDER, AS THE CASE MAY BE, A STATEMENT SHOWING THE
COMPUTATIONS USED BY THE AGENT BANK IN DETERMINING ANY RATE HEREUNDER.
(F)
COMPUTATION OF INTEREST ON ALL BASE RATE LOANS SHALL BE CALCULATED
ON THE BASIS OF A YEAR OF THREE HUNDRED SIXTY-FIVE (365), OR WHEN APPROPRIATE