OF THE LIBOR PERIOD OF THE PORTION OF THE TERM LOAN TO BE
CONTINUED.
ANY PORTION OF THE TERM LOAN 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 $2,000,000 AND INTEGRAL MULTIPLES OF $500,000 IN EXCESS OF SUCH
AMOUNT.
ANY SUCH ELECTION MUST BE MADE BY NOON (NEW YORK TIME) ON THE 3RD
BUSINESS DAY PRIOR TO (1) THE DATE OF ANY PROPOSED ADVANCE WHICH IS TO BEAR
INTEREST AT THE LIBOR RATE, (2) THE END OF EACH LIBOR PERIOD WITH RESPECT TO ANY
LIBOR LOAN 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 NOON (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, E-MAIL OR OVERNIGHT COURIER (OR
BY TELEPHONE, TO BE PROMPTLY CONFIRMED IN WRITING).
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 2.2(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 AGENT OR REQUISITE LENDERS HAVE
DETERMINED NOT TO MAKE OR CONTINUE ANY LOAN AS A LIBOR LOAN AS A RESULT THEREOF.
39
(F)
NOTWITHSTANDING ANYTHING TO THE CONTRARY SET FORTH IN THIS
SECTION 2.2, 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 RATE PAYABLE HEREUNDER BEEN (BUT FOR THE OPERATION OF THIS PARAGRAPH)
THE INTEREST RATE PAYABLE SINCE THE CLOSING DATE AS OTHERWISE PROVIDED IN THIS
AGREEMENT.
THEREAFTER, INTEREST HEREUNDER SHALL BE PAID AT THE RATE(S) OF
INTEREST AND IN THE MANNER PROVIDED IN SECTIONS 2.2(A) THROUGH (E), UNLESS AND
UNTIL THE RATE OF INTEREST AGAIN EXCEEDS THE MAXIMUM LAWFUL RATE, AND AT THAT
TIME THIS PARAGRAPH SHALL AGAIN APPLY.
IN NO EVENT SHALL THE TOTAL INTEREST
RECEIVED BY ANY LENDER PURSUANT TO THE TERMS