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 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.
(F)
NOTWITHSTANDING ANY OTHER PROVISION CONTAINED IN THIS AGREEMENT,
AFTER GIVING EFFECT TO ANY BORROWING, OR TO ANY CONTINUATION OR CONVERSION OF
ANY LOANS, THERE SHALL NOT BE MORE THAN SEVEN (7) DIFFERENT LIBOR PERIODS IN
EFFECT.
(G)
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 OF INTEREST PAYABLE HEREUNDER EXCEEDS THE HIGHEST RATE OF INTEREST
PERMISSIBLE UNDER LAW (THE "MAXIMUM LAWFUL RATE"), THEN SO LONG AS THE MAXIMUM
LAWFUL RATE WOULD BE SO EXCEEDED, THE RATE OF INTEREST PAYABLE HEREUNDER SHALL
BE EQUAL TO THE MAXIMUM LAWFUL RATE; PROVIDED, HOWEVER, THAT IF AT ANY TIME
THEREAFTER THE RATE OF INTEREST PAYABLE HEREUNDER IS LESS THAN THE MAXIMUM
LAWFUL RATE, BORROWER SHALL CONTINUE TO PAY INTEREST HEREUNDER AT THE MAXIMUM
LAWFUL RATE UNTIL SUCH TIME AS THE TOTAL INTEREST RECEIVED BY AGENT, ON BEHALF
OF LENDERS, IS EQUAL TO THE TOTAL INTEREST THAT WOULD HAVE BEEN RECEIVED HAD THE
INTEREST