OTHERWISE.
(E)
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 REPRESENTATIVE 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.
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 BORROWERS 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 SIX (6) 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 $250,000 AND, IF IN EXCESS OF SUCH AMOUNT, IN AN INTEGRAL
MULTIPLE OF $50,000 IN EXCESS OF SUCH AMOUNT.
LOANS WHICH ARE NOT REQUESTED AS
LIBOR LOANS IN ACCORDANCE WITH THIS SECTION 2.3(E)(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.
NOTWITHSTANDING THE FOREGOING, UNTIL THE EARLIER TO
OCCUR OF SEPTEMBER 30, 2005 AND THE DATE ON WHICH MERRILL LYNCH HAS COMPLETED
THE PRIMARY SYNDICATION OF THE LOANS, ALL LIBOR LOANS SHALL HAVE AN INTEREST
PERIOD OF ONE (1) MONTH.
(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 DETERMINATION TO
BORROWER REPRESENTATIVE AND LENDERS (WHICH SHALL BE CONCLUSIVE AND BINDING ON
BORROWERS AND LENDERS).
IN SUCH EVENT (1) ANY REQUEST FOR A LIBOR LOAN OR FOR A
CONVERSION TO OR CONTINUATION OF A LIBOR LOAN SHALL BE AUTOMATICALLY WITHDRAWN
AND SHALL BE DEEMED A REQUEST FOR A BASE RATE LOAN, (2) EACH LIBOR LOAN WILL
AUTOMATICALLY, ON THE LAST DAY OF THE THEN CURRENT INTEREST PERIOD RELATING
THERETO, BECOME A BASE RATE LOAN AND (3) THE OBLIGATIONS OF LENDERS TO MAKE
LIBOR LOANS SHALL BE SUSPENDED UNTIL ADMINISTRATIVE AGENT OR REQUIRED LENDERS
DETERMINE THAT THE CIRCUMSTANCES GIVING RISE TO SUCH SUSPENSION NO LONGER EXIST,
IN WHICH EVENT ADMINISTRATIVE