WHEN ANY EVENT OF
DEFAULT HAS OCCURRED AND IS CONTINUING AND THE ADMINISTRATIVE AGENT HAS OR THE
REQUIRED LENDERS HAVE DETERMINED IN ITS OR THEIR SOLE DISCRETION NOT TO PERMIT
SUCH CONTINUATIONS, AND PROVIDED, FURTHER, THAT IF THE BORROWER SHALL FAIL TO
GIVE ANY REQUIRED NOTICE AS DESCRIBED ABOVE IN THIS PARAGRAPH OR IF SUCH
CONTINUATION IS NOT PERMITTED PURSUANT TO THE PRECEDING PROVISO SUCH REVOLVING
LOANS SHALL BE AUTOMATICALLY CONVERTED TO ABR LOANS ON THE LAST DAY OF SUCH THEN
EXPIRING INTEREST PERIOD.
UPON RECEIPT OF ANY SUCH NOTICE THE ADMINISTRATIVE
AGENT SHALL PROMPTLY NOTIFY EACH LENDER THEREOF.
2.7
LIMITATIONS ON EURODOLLAR TRANCHES.
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, ALL BORROWINGS,
CONVERSIONS AND CONTINUATIONS OF EURODOLLAR LOANS AND ALL SELECTIONS OF INTEREST
PERIODS SHALL BE IN SUCH AMOUNTS AND BE MADE PURSUANT TO SUCH ELECTIONS SO THAT,
(A) AFTER GIVING EFFECT THERETO, THE AGGREGATE PRINCIPAL AMOUNT OF THE
EURODOLLAR LOANS COMPRISING EACH EURODOLLAR
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TRANCHE SHALL BE EQUAL TO $5,000,000 OR A WHOLE MULTIPLE OF $1,000,000 IN EXCESS
THEREOF AND (B) NO MORE THAN TEN EURODOLLAR TRANCHES SHALL BE OUTSTANDING AT ANY
ONE TIME.
2.8
INTEREST RATES AND PAYMENT DATES.
(A)
EACH EURODOLLAR LOAN SHALL BEAR INTEREST FOR EACH DAY DURING EACH INTEREST
PERIOD WITH RESPECT THERETO AT A RATE PER ANNUM EQUAL TO THE EURODOLLAR RATE
DETERMINED FOR SUCH DAY PLUS THE APPLICABLE MARGIN.
(B)
EACH ABR LOAN SHALL BEAR INTEREST AT A RATE PER ANNUM EQUAL TO THE ABR PLUS
THE APPLICABLE MARGIN.
(C)
(I) IF ALL OR A PORTION OF THE PRINCIPAL AMOUNT OF ANY REVOLVING LOAN SHALL
NOT BE PAID WHEN DUE (WHETHER AT THE STATED MATURITY, BY ACCELERATION OR
OTHERWISE), SUCH OVERDUE AMOUNT SHALL BEAR INTEREST AT A RATE PER ANNUM EQUAL TO
THE RATE THAT WOULD OTHERWISE BE APPLICABLE THERETO PURSUANT TO THE FOREGOING
PROVISIONS OF THIS SECTION PLUS 2%, AND (II) IF ALL OR A PORTION OF ANY INTEREST
PAYABLE ON ANY REVOLVING LOAN OR ANY FACILITY FEE OR OTHER AMOUNT PAYABLE
HEREUNDER SHALL NOT BE PAID WHEN DUE (WHETHER AT THE STATED MATURITY, BY
ACCELERATION OR OTHERWISE), SUCH OVERDUE AMOUNT SHALL BEAR INTEREST AT A RATE
PER ANNUM EQUAL TO THE RATE THEN APPLICABLE TO ABR LOANS PLUS 2%, IN EACH CASE,
WITH RESPECT TO CLAUSES (I) AND (II) ABOVE, FROM THE DATE OF SUCH NON-PAYMENT
UNTIL SUCH AMOUNT IS PAID IN FULL (AS WELL AFTER AS BEFORE JUDGMENT).
(D)
INTEREST SHALL BE PAYABLE IN ARREARS ON EACH INTEREST PAYMENT DATE,
PROVIDED THAT INTEREST ACCRUING PURSUANT TO PARAGRAPH (C) OF THIS SECTION SHALL
BE PAYABLE FROM TIME TO TIME ON DEMAND.
2.9
COMPUTATION OF INTEREST AND FEES.
(A)
INTEREST AND FEES PAYABLE PURSUANT HERETO SHALL BE CALCULATED ON THE BASIS OF A
360-DAY YEAR FOR THE ACTUAL DAYS ELAPSED, EXCEPT THAT, WITH RESPECT TO ABR LOANS
THE RATE OF INTEREST ON WHICH IS CALCULATED ON THE BASIS OF THE PRIME RATE, THE
INTEREST THEREON SHALL BE CALCULATED ON THE BASIS OF A 365- (OR 366-, AS THE
CASE