MINIMUM AMOUNT
OF $100,000 AND INTEGRAL MULTIPLES OF $100,000, WITH AN INTEREST PERIOD OF ONE,
TWO, THREE OR SIX MONTH(S).
ON THE TERMS AND SUBJECT TO THE CONDITIONS OF THIS
AGREEMENT, EACH LIBOR RATE LOAN SHALL BE MADE AVAILABLE TO THE BORROWERS NO
LATER THAN 11:00 A.M. NEW YORK TIME ON THE FIRST DAY OF THE APPLICABLE INTEREST
PERIOD BY DEPOSIT TO THE ACCOUNT OF THE BORROWERS AS SHALL HAVE BEEN SPECIFIED
IN ITS BORROWING REQUEST.
(III)
BY DELIVERING A CONVERSION NOTICE TO THE AGENT
ON OR BEFORE 10:00 A.M., NEW YORK TIME, ON A BUSINESS DAY, THE BORROWERS MAY
FROM TIME TO TIME IRREVOCABLY ELECT, ON NOT LESS THAN TWO (2) NOR MORE THAN FIVE
(5) BUSINESS DAYS' NOTICE, THAT ALL OR ANY PORTION OF ANY LIBOR RATE LOAN, IN AN
AGGREGATE MINIMUM AMOUNT OF $100,000 AND INTEGRAL MULTIPLES OF $100,000 BE
CONVERTED ON THE LAST DAY OF AN INTEREST PERIOD INTO A LIBOR RATE LOAN WITH A
DIFFERENT INTEREST PERIOD; PROVIDED, HOWEVER, THAT NO PORTION OF THE OUTSTANDING
PRINCIPAL AMOUNT OF ANY LIBOR RATE LOAN MAY BE CONVERTED TO, OR BE CONTINUED AS,
A LIBOR RATE LOAN WHEN ANY EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING, AND
NO PORTION OF THE OUTSTANDING PRINCIPAL AMOUNT OF ANY LIBOR RATE LOAN MAY BE
CONVERTED TO A LIBOR RATE LOAN OF A DIFFERENT DURATION IF SUCH LIBOR RATE LOAN
RELATES TO ANY HEDGING OBLIGATION.
ANY ELECTION OF A LIBOR RATE LOAN SHALL
LAPSE AT THE END OF
20
THE EXPIRING INTEREST PERIOD UNLESS EXTENDED BY A FURTHER ELECTION NOTICE AS
HEREINBEFORE PROVIDED.
(IV)
EXCEPT AS OTHERWISE PROVIDED HEREIN, INTEREST ON
THE OUTSTANDING PRINCIPAL AMOUNT OF EACH LIBOR RATE LOAN SHALL ACCRUE DURING
EACH INTEREST PERIOD AT A RATE PER ANNUM EQUAL TO THE SUM OF THE ADJUSTED LIBOR
RATE FOR SUCH INTEREST PERIOD PLUS THE APPLICABLE LIBOR MARGIN, AND BE DUE AND
PAYABLE ON EACH LIBOR INTEREST PAYMENT DATE AND ON THE REVOLVING LOAN MATURITY
DATE.
(V)
LIBOR RATE LOANS SHALL MATURE AND BECOME
PAYABLE IN FULL ON THE LAST DAY OF THE INTEREST PERIOD RELATING TO SUCH LIBOR
RATE LOAN.
UPON MATURITY, A LIBOR RATE LOAN MAY BE CONTINUED FOR AN ADDITIONAL
INTEREST PERIOD OR MAY BE CONVERTED TO A PRIME RATE LOAN OR A LIBOR ADVANTAGE
LOAN.
2.5.6
UPON: (I) ANY DEFAULT BY THE BORROWERS IN MAKING ANY
BORROWING OF, CONVERSION INTO OR CONTINUATION OF ANY LIBOR RATE LOAN FOLLOWING
THE BORROWERS' DELIVERY OF A BORROWING REQUEST OR CONTINUATION/CONVERSION NOTICE
HEREUNDER OR (II) ANY PREPAYMENT OF A LIBOR RATE LOAN ON ANY DAY THAT IS NOT THE
LAST DAY OF THE RELEVANT INTEREST PERIOD (REGARDLESS OF THE SOURCE OF SUCH
PREPAYMENT AND WHETHER VOLUNTARY, BY ACCELERATION OR OTHERWISE), THE BORROWERS
SHALL PAY AN AMOUNT (THE "LIBOR BREAKAGE FEE"), AS CALCULATED BY THE AGENT,
EQUAL TO THE AMOUNT OF ANY LOSSES, EXPENSES AND LIABILITIES (INCLUDING WITHOUT
LIMITATION ANY LOSS OF MARGIN AND ANTICIPATED PROFITS) THAT THE AGENT AND THE
BANKS MAY SUSTAIN AS A RESULT OF SUCH DEFAULT