LOANS.
THE LOANS MADE BY EACH LENDER SHALL, IF
REQUESTED BY SUCH LENDER, BE EVIDENCED BY THE NOTES PAYABLE TO SUCH LENDER.
ALL
LOANS AND PAYMENTS HEREUNDER SHALL BE RECORDED ON THE BOOKS OF THE LENDER MAKING
SUCH LOAN OR RECEIVING SUCH PAYMENT, WHICH SHALL BE REBUTTABLE PRESUMPTIVE
EVIDENCE OF THE AMOUNT OF SUCH LOANS OUTSTANDING AT ANY TIME HEREUNDER.
NOTWITHSTANDING ANY TERM OR CONDITION OF THIS AGREEMENT TO THE CONTRARY,
HOWEVER, THE FAILURE OF ANY LENDER TO RECORD THE DATE AND AMOUNT OF ANY LOAN
MADE
7
BY SUCH LENDER HEREUNDER OR ERROR IN SO RECORDING SHALL NOT LIMIT OR OTHERWISE
AFFECT THE OBLIGATIONS OF THE BORROWER TO REPAY ANY SUCH LOAN AND INTEREST
THEREON; PROVIDED THAT IF THERE IS AN ERROR IN SO RECORDING THERE SHALL BE A
REBUTTABLE PRESUMPTION THAT THE RECORDS OF THE ADMINISTRATIVE AGENT ARE TRUE AND
CORRECT AS TO THE AMOUNT OF THE LOAN.
SECTION 2.6.
CONTINUATION/CONVERSION PROCEDURES.
SUBJECT TO SECTIONS 2.3 AND
2.4, THE BORROWER MAY CONVERT ANY OUTSTANDING LOANS (OTHER THAN SWING LINE
LOANS) OF ONE TYPE INTO LOANS OF ANOTHER TYPE OR CONTINUE ANY OUTSTANDING
EURODOLLAR RATE LOAN AS A EURODOLLAR RATE LOAN, IN EACH CASE BY GIVING NOTICE
THEREOF TO THE ADMINISTRATIVE AGENT NOT LATER THAN 11:00 A.M. (CHICAGO TIME),
(A) IN THE CASE OF A CONVERSION OF A EURODOLLAR RATE LOAN INTO A BASE RATE LOAN,
ON OR BEFORE THE PROPOSED DATE OF SUCH CONVERSION AND (B) IN THE CASE OF A
CONTINUATION OF A EURODOLLAR RATE LOAN AS, OR A CONVERSION OF A BASE RATE LOAN
INTO, A EURODOLLAR RATE LOAN, AT LEAST TWO (2) BUSINESS DAYS PRIOR TO THE
PROPOSED DATE OF SUCH CONTINUATION OR CONVERSION; PROVIDED, THAT EURODOLLAR RATE
LOANS MAY BE CONTINUED OR CONVERTED ONLY AS OF THE LAST DAY OF THE INTEREST
PERIOD APPLICABLE THERETO (UNLESS ALL PAYMENTS WHICH ARE DUE, IF ANY, UNDER
SECTION 2.11 ARE MADE IN CONNECTION WITH SUCH CONTINUATION OR CONVERSION).
EACH
SUCH NOTICE (A CONTINUATION/CONVERSION NOTICE") SHALL BE BY TELEPHONE WITH SAME
DAY WRITTEN CONFIRMATION BY FACSIMILE TRANSMISSION SUBSTANTIALLY IN THE FORM OF
EXHIBIT C, SPECIFYING THEREIN THE DATE AND AMOUNT OF SUCH CONTINUATION OR
CONVERSION, THE TYPE OF THE LOAN TO BE SO CONVERTED OR CONTINUED, AND, IN THE
CASE OF A CONTINUATION OF OR CONVERSION INTO A EURODOLLAR RATE LOAN, THE NEW
INTEREST PERIOD THEREFOR.
PROMPTLY UPON RECEIPT OF SUCH NOTICE (WHICH SHALL BE
EFFECTIVE UPON RECEIPT BY THE ADMINISTRATIVE AGENT), THE ADMINISTRATIVE AGENT
SHALL ADVISE EACH LENDER THEREOF.
SUBJECT TO SECTIONS 2.18 AND 2.19, SUCH LOAN
SHALL BE SO CONVERTED OR CONTINUED ON THE REQUESTED DATE OF CONVERSION OR
CONTINUATION; PROVIDED THAT EACH CONVERSION OR CONTINUATION SHALL BE ON A
BUSINESS DAY AND, AFTER GIVING EFFECT TO ANY SUCH CONVERSION OR CONTINUATION,
THE AGGREGATE PRINCIPAL AMOUNT OF EACH OUTSTANDING EURODOLLAR RATE LOAN SHALL BE
AT LEAST $1,000,000 AND AN INTEGRAL MULTIPLE OF $500,000.
EACH EURODOLLAR RATE
LOAN SHALL AUTOMATICALLY CONVERT TO A BASE RATE LOAN AT THE END OF THE INTEREST
PERIOD APPLICABLE THERETO, UNLESS