no Loan may be converted into a Eurodollar Loan after the date that is one
month prior to the Maturity Date.
(A)
ANY EURODOLLAR LOANS MAY BE CONTINUED AS EURODOLLAR LOANS UPON THE
EXPIRATION OF THE THEN CURRENT INTEREST PERIOD WITH RESPECT THERETO BY THE
COMPANY GIVING NOTICE TO THE AGENT, IN ACCORDANCE WITH THE APPLICABLE PROVISIONS
OF THE TERM "INTEREST PERIOD" SET FORTH IN SUBSECTION 1.1, OF THE LENGTH OF THE
NEXT INTEREST PERIOD TO BE APPLICABLE TO SUCH LOANS; PROVIDED THAT (I) NO
EURODOLLAR
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LOAN MAY BE CONTINUED AS SUCH WHEN ANY EVENT OF DEFAULT HAS OCCURRED AND IS
CONTINUING AND THE AGENT HAS OR THE MAJORITY LENDERS HAVE DETERMINED THAT SUCH
CONTINUATION IS NOT APPROPRIATE AND (II) NO EURODOLLAR LOAN OR MAY BE CONTINUED
AS SUCH AFTER THE DATE THAT IS ONE MONTH PRIOR TO THE MATURITY DATE AND
PROVIDED, FURTHER, THAT IF (A) THE COMPANY SHALL FAIL TO GIVE ANY REQUIRED
NOTICE AS DESCRIBED ABOVE IN THIS PARAGRAPH, SUCH EURODOLLAR LOANS SHALL BE
CONTINUED ON THE LAST DAY OF THE THEN CURRENT INTEREST PERIOD AS EURODOLLAR
LOANS WITH AN INTEREST PERIOD OF ONE MONTH AND (B) IF SUCH CONTINUATION IS NOT
PERMITTED PURSUANT TO THE PRECEDING PROVISO ANY SUCH EURODOLLAR LOANS SHALL BE
AUTOMATICALLY CONVERTED TO BASE RATE LOANS.
2.6.
Minimum Amounts of Eurodollar Borrowings; Interest Periods.
All
conversions and continuations of Loans hereunder and all selections of Interest
Periods for Loans hereunder shall be in such amounts and be made pursuant to
such elections so that, after giving effect thereto, there shall not be more
than an aggregate of 10 Eurodollar Borrowings outstanding at any one time in
respect of the Facility.
2.7.
Repayment of Loans; Evidence of Debt.
(d)The Company shall repay the
aggregate outstanding principal amount of the Loans made to the Company to the
Agent for the ratable account of the Lenders on the Maturity Date (or such
earlier date as the Loans become due and payable pursuant to Section 7).
(A)
THE COMPANY HEREBY FURTHER AGREES TO PAY INTEREST IN IMMEDIATELY AVAILABLE
FUNDS AT THE OFFICE OF THE AGENT ON THE UNPAID PRINCIPAL AMOUNT OF EACH LOAN
MADE TO THE COMPANY FROM TIME TO TIME FROM THE DATE HEREOF UNTIL PAYMENT IN FULL
THEREOF AT THE RATES PER ANNUM, AND ON THE DATES, SET FORTH IN SUBSECTION 2.8.
(B)
EACH LENDER SHALL MAINTAIN IN ACCORDANCE WITH ITS USUAL PRACTICE AN ACCOUNT
OR ACCOUNTS EVIDENCING THE INDEBTEDNESS OF THE COMPANY TO THE APPROPRIATE
FUNDING OFFICE OF SUCH LENDER RESULTING FROM EACH LOAN MADE BY SUCH FUNDING
OFFICE OF SUCH LENDER FROM TIME TO TIME, INCLUDING THE AMOUNTS OF PRINCIPAL AND
INTEREST PAYABLE AND PAID TO SUCH FUNDING OFFICE OF SUCH LENDER FROM TIME TO
TIME UNDER THIS AGREEMENT.
(C)
THE AGENT SHALL MAINTAIN THE REGISTER PURSUANT TO SUBSECTION 9.6(B), AND A
SUBACCOUNT FOR EACH LENDER, IN WHICH REGISTER AND SUBACCOUNTS (TAKEN TOGETHER)
SHALL BE RECORDED (I) THE AMOUNT OF EACH LOAN MADE HEREUNDER, THE TYPE OF EACH
LOAN MADE AND