PRO RATA SHARE OF
SUCH PAYMENT IN ACCORDANCE WITH SECTION 2.11.
(E)
NOTWITHSTANDING ANY PROVISION OF THIS AGREEMENT TO THE
CONTRARY, THE OBLIGATION OF EACH LENDER (OTHER THAN THE SWINGLINE LENDER) TO
MAKE REVOLVING LOANS FOR THE PURPOSE OF REPAYING ANY REFUNDED SWINGLINE LOANS
PURSUANT TO SECTION 2.7(C) AND EACH SUCH LENDER'S OBLIGATION TO PURCHASE A
PARTICIPATION IN ANY UNPAID SWINGLINE LOANS PURSUANT TO SECTION 2.7(D) SHALL BE
ABSOLUTE AND UNCONDITIONAL AND SHALL NOT BE AFFECTED BY ANY CIRCUMSTANCE OR
EVENT WHATSOEVER, INCLUDING, WITHOUT LIMITATION, (I) ANY SET-OFF, COUNTERCLAIM,
RECOUPMENT, DEFENSE OR OTHER RIGHT THAT SUCH LENDER MAY HAVE AGAINST THE
SWINGLINE LENDER, THE ADMINISTRATIVE AGENT, THE BORROWER OR ANY OTHER PERSON FOR
ANY REASON WHATSOEVER, (II) THE OCCURRENCE OR CONTINUANCE OF ANY DEFAULT OR
EVENT OF DEFAULT, OR (III) THE FAILURE OF THE AMOUNT OF SUCH ADVANCE OF
REVOLVING LOANS TO MEET THE MINIMUM BORROWING AMOUNT SPECIFIED IN SECTION 2.3.
2.8
CONVERSION AND CONTINUATION OF OUTSTANDING ADVANCES.
FLOATING
RATE ADVANCES SHALL CONTINUE AS FLOATING RATE ADVANCES UNLESS AND UNTIL SUCH
FLOATING RATE ADVANCES ARE CONVERTED INTO EURODOLLAR ADVANCES PURSUANT TO THIS
SECTION 2.8 OR ARE REPAID IN ACCORDANCE WITH SECTION 2.6.
EACH EURODOLLAR
ADVANCE SHALL CONTINUE AS A EURODOLLAR ADVANCE UNTIL THE END OF THE THEN
APPLICABLE INTEREST PERIOD THEREFOR, AT WHICH TIME SUCH EURODOLLAR ADVANCE SHALL
BE AUTOMATICALLY CONVERTED INTO A FLOATING RATE ADVANCE UNLESS (X) SUCH
EURODOLLAR ADVANCE IS OR WAS REPAID IN ACCORDANCE WITH SECTION 2.6 OR (Y) THE
BORROWER SHALL HAVE GIVEN THE ADMINISTRATIVE AGENT A CONVERSION/CONTINUATION
NOTICE (AS DEFINED BELOW) REQUESTING THAT, AT
19
the end of such Interest Period, such Eurodollar Advance continue as a
Eurodollar Advance for the same or another Interest Period.
Subject to Section
2.3, the Borrower may elect from time to time to convert all or any part of a
Floating Rate Advance into a Eurodollar Advance.
The Borrower shall give the
Administrative Agent irrevocable notice (a "Conversion/Continuation Notice") of
each conversion of a Floating Rate Advance into a Eurodollar Advance or
continuation of a Eurodollar Advance not later than 11:00 a.m. at least three
(3) Business Days prior to the date of the requested conversion or continuation,
specifying:
(I)
THE REQUESTED DATE, WHICH SHALL BE A BUSINESS DAY, OF SUCH
CONVERSION OR CONTINUATION,
(II)
THE AGGREGATE AMOUNT AND TYPE OF THE ADVANCE WHICH IS TO BE
CONVERTED OR CONTINUED, AND
(III)
THE AMOUNT OF SUCH ADVANCE, WHICH IS TO BE CONVERTED INTO OR
CONTINUED AS A EURODOLLAR ADVANCE AND THE DURATION OF THE INTEREST PERIOD
APPLICABLE THERETO.
2.9
CHANGES IN INTEREST RATE, ETC.
(A)
EACH FLOATING RATE ADVANCE SHALL BEAR INTEREST ON THE
OUTSTANDING PRINCIPAL AMOUNT THEREOF, FOR EACH DAY FROM THE DATE SUCH FLOATING
RATE ADVANCE IS MADE OR IS AUTOMATICALLY CONVERTED FROM A EURODOLLAR ADVANCE
INTO A FLOATING RATE ADVANCE PURSUANT TO SECTION 2.8, TO THE DATE IT IS PAID OR
IS CONVERTED INTO A EURODOLLAR ADVANCE PURSUANT TO SECTION 2.8, AT A RATE PER
ANNUM EQUAL TO THE FLOATING RATE FOR SUCH DAY.
CHANGES