is one month prior to the final scheduled termination or maturity date
of such Facility.
Upon receipt of any such notice the Administrative Agent
shall promptly notify each relevant Lender thereof.
(B) ANY BORROWER MAY ELECT TO CONTINUE ANY EUROCURRENCY LOAN UNDER ANY FACILITY
AS EUROCURRENCY LOANS IN THE SAME CURRENCY UNDER SUCH FACILITY UPON THE
EXPIRATION OF THE THEN CURRENT INTEREST PERIOD WITH RESPECT THERETO BY GIVING
IRREVOCABLE NOTICE TO THE ADMINISTRATIVE AGENT, IN ACCORDANCE WITH THE
APPLICABLE PROVISIONS OF THE TERM "INTEREST PERIOD" SET FORTH IN SECTION 1.1, OF
THE LENGTH OF THE NEXT INTEREST PERIOD TO BE APPLICABLE TO SUCH LOANS, PROVIDED
THAT NO EUROCURRENCY LOAN UNDER A PARTICULAR FACILITY MAY BE CONTINUED AS SUCH
(I)
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WHEN ANY EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING AND THE ADMINISTRATIVE
AGENT HAS, OR THE MAJORITY TERM LENDERS OR THE MAJORITY REVOLVING FACILITIES
LENDERS, AS APPLICABLE, HAVE DETERMINED IN ITS OR THEIR SOLE DISCRETION NOT TO
PERMIT SUCH CONTINUATIONS OR (II) AFTER THE DATE THAT IS ONE MONTH PRIOR TO THE
FINAL SCHEDULED TERMINATION OR MATURITY DATE OF SUCH FACILITY, AND PROVIDED,
FURTHER, THAT IF THE RELEVANT 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 LOANS (A) IN THE CASE OF LOANS IN
DOLLARS, SHALL BE CONVERTED AUTOMATICALLY TO BASE RATE LOANS ON THE LAST DAY OF
SUCH THEN EXPIRING INTEREST PERIOD AND (B) IN THE CASE OF LOANS IN EURO, SHALL
BE CONTINUED FOR INTEREST PERIODS OF ONE MONTH OR SUCH SHORTER DURATION AS THE
ADMINISTRATIVE AGENT SHALL SELECT.
UPON RECEIPT OF ANY SUCH NOTICE THE
ADMINISTRATIVE AGENT SHALL PROMPTLY NOTIFY EACH RELEVANT LENDER THEREOF.
5.7.
Minimum Amounts and Maximum Number of
Eurocurrency Tranches.
Notwithstanding anything to the contrary in this
Agreement, all borrowings, conversions, continuations and optional prepayments
of Eurocurrency 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 Eurocurrency Loans comprising
each Eurocurrency Tranche shall be equal to $5,000,000 or a whole multiple of
$1,000,000 in excess thereof, in the case of Eurocurrency Loans denominated in
Dollars, or €5,000,000 or a whole multiple of €1,000,000 in excess thereof, in
the case of Eurocurrency Loans denominated in euro, and (b) no more than 12
Eurocurrency Tranches shall be outstanding at any one time.
5.8.
Interest Rates and Payment Dates.
(a) Each
Eurocurrency Loan under each Facility shall bear interest for each day during
each Interest Period with respect thereto at a rate per annum equal to the
Eurocurrency Rate determined for such day plus the Applicable Margin for such
Facility.
(B) EACH BASE RATE LOAN UNDER EACH FACILITY SHALL BEAR INTEREST AT A RATE PER
ANNUM EQUAL TO THE BASE RATE PLUS THE APPLICABLE MARGIN FOR SUCH FACILITY.
(C) (I) IF ALL OR A PORTION OF THE PRINCIPAL AMOUNT OF ANY LOAN OR