IS REPAID ON THE SAME DAY THAT IT
IS MADE, ONE (1) DAY'S INTEREST SHALL BE CHARGED.
INTEREST ON ALL BASE RATE
LOANS IS PAYABLE IN ARREARS ON THE LAST DAY OF EACH CALENDAR MONTH AND ON THE
MATURITY OF SUCH LOANS, WHETHER BY ACCELERATION OR OTHERWISE.
INTEREST ON LIBOR
LOANS SHALL BE PAYABLE ON THE LAST DAY OF THE APPLICABLE INTEREST PERIOD, UNLESS
THE INTEREST PERIOD IS GREATER THAN THREE (3) MONTHS, IN WHICH CASE INTEREST
WILL BE PAYABLE ON THE LAST DAY OF EACH THREE (3) MONTH INTERVAL.
IN ADDITION,
INTEREST ON LIBOR LOANS IS DUE ON THE MATURITY OF SUCH LOANS, WHETHER BY
ACCELERATION OR OTHERWISE.
(F)
LIBOR PROVISIONS.
(I)
LIBOR ELECTION.
ALL LOANS MADE ON THE CLOSING DATE SHALL BE BASE
RATE LOANS AND SHALL REMAIN SO UNTIL THREE (3) BUSINESS DAYS AFTER THE CLOSING
DATE.
THEREAFTER, SUBJECT TO THE PROVISIONS OF SECTION 8.4, BORROWER MAY
REQUEST THAT REVOLVING LOANS PERMITTED TO BE MADE HEREUNDER BE LIBOR LOANS, THAT
OUTSTANDING PORTIONS OF REVOLVING LOANS PERMITTED TO BE MADE HEREUNDER AND
OUTSTANDING PORTIONS OF EACH TERM LOAN BE CONVERTED TO LIBOR LOANS AND THAT ALL
OR ANY PORTION OF A LIBOR LOAN BE CONTINUED AS A LIBOR LOAN UPON EXPIRATION OF
THE APPLICABLE INTEREST PERIOD; PROVIDED THAT UNTIL THE EARLIER OF NINETY (90)
DAYS AFTER THE CLOSING DATE AND THE COMPLETION OF A SUCCESSFUL SYNDICATION (AS
DEFINED IN THE FEE LETTER), BORROWER MAY NOT REQUEST ANY LIBOR LOAN WITH AN
INTEREST PERIOD EXCEEDING ONE (1) BUSINESS DAY.
ANY SUCH REQUEST WILL BE MADE
BY SUBMITTING A NOTICE OF BORROWING TO ADMINISTRATIVE AGENT.
ONCE GIVEN, AND
EXCEPT AS PROVIDED IN CLAUSE (II) BELOW, A NOTICE OF BORROWING SHALL BE
IRREVOCABLE AND BORROWER SHALL BE BOUND THEREBY.
UPON THE EXPIRATION OF AN
INTEREST PERIOD, IN THE ABSENCE OF A NEW NOTICE OF BORROWING SUBMITTED TO
ADMINISTRATIVE AGENT NOT LESS THAN THREE (3) BUSINESS DAYS PRIOR TO THE END OF
SUCH INTEREST PERIOD, THE LIBOR LOAN THEN MATURING SHALL BE AUTOMATICALLY
CONVERTED TO A BASE RATE LOAN.
THERE MAY BE NO MORE THAN TEN (10) LIBOR LOANS
OUTSTANDING AT ANY ONE TIME.
EACH REQUEST FOR A LIBOR LOAN, WHETHER BY ORIGINAL
ISSUANCE, CONVERSION OR CONTINUATION, SHALL BE IN A MINIMUM AMOUNT OF $1,000,000
AND, IF IN EXCESS OF SUCH AMOUNT, IN AN INTEGRAL MULTIPLE OF $100,000 IN EXCESS
OF SUCH AMOUNT.
LOANS WHICH ARE NOT REQUESTED AS LIBOR LOANS IN ACCORDANCE WITH
THIS SECTION 2.12(F)(I) SHALL BE BASE RATE LOANS.
ADMINISTRATIVE AGENT SHALL
NOTIFY LENDERS, BY TELEPHONIC OR FACSIMILE NOTICE, OF EACH NOTICE OF BORROWING
RECEIVED BY ADMINISTRATIVE AGENT NOT LESS THAN TWO (2) BUSINESS DAYS PRIOR TO
THE FIRST DAY OF THE INTEREST PERIOD OF THE LIBOR LOAN REQUESTED THEREBY.
(II)
INABILITY TO DETERMINE LIBOR.
IN THE EVENT, PRIOR TO
COMMENCEMENT OF ANY INTEREST PERIOD RELATING TO A LIBOR LOAN, ADMINISTRATIVE
AGENT SHALL DETERMINE OR BE NOTIFIED BY REQUIRED LENDERS THAT ADEQUATE AND
REASONABLE METHODS DO NOT EXIST FOR ASCERTAINING LIBOR, ADMINISTRATIVE AGENT
SHALL PROMPTLY PROVIDE NOTICE OF SUCH