TIMELY
INTEREST ELECTION REQUEST WITH RESPECT TO A EURODOLLAR REVOLVING BORROWING PRIOR
TO THE END OF THE INTEREST PERIOD APPLICABLE THERETO, THEN, UNLESS SUCH
BORROWING IS REPAID AS PROVIDED HEREIN, AT THE END OF SUCH INTEREST PERIOD SUCH
BORROWING SHALL BE CONVERTED TO AN ABR BORROWING. NOTWITHSTANDING ANY CONTRARY
PROVISION HEREOF, IF AN EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING AND THE
ADMINISTRATIVE AGENT, AT THE REQUEST OF THE MAJORITY LENDERS, SO NOTIFIES THE
BORROWER, THEN, SO LONG AS AN EVENT OF DEFAULT IS CONTINUING (I) NO OUTSTANDING
BORROWING MAY BE CONVERTED TO OR CONTINUED AS A EURODOLLAR REVOLVING
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BORROWING AND (II) UNLESS REPAID, EACH EURODOLLAR REVOLVING BORROWING SHALL BE
CONVERTED TO AN ABR BORROWING AT THE END OF THE INTEREST PERIOD APPLICABLE
THERETO.
SECTION 2.10.
REPAYMENT OF LOANS; EVIDENCE OF DEBT.
(A)
THE BORROWER HEREBY UNCONDITIONALLY
PROMISES TO PAY (I) TO THE ADMINISTRATIVE AGENT FOR THE ACCOUNT OF EACH LENDER
THE THEN UNPAID PRINCIPAL AMOUNT OF EACH REVOLVING LOAN ON THE MATURITY DATE AND
(II) TO THE SWINGLINE LENDER THE THEN UNPAID PRINCIPAL AMOUNT OF EACH SWINGLINE
LOAN ON THE EARLIER OF THE MATURITY DATE AND THE FIRST DATE AFTER SUCH SWINGLINE
LOAN IS MADE THAT IS THE FIFTEENTH (15TH) OR LAST DAY OF ANY CALENDAR MONTH AND
IS AT LEAST TWO (2) BUSINESS DAYS AFTER SUCH SWINGLINE LOAN IS MADE; PROVIDED
THAT EACH DATE THAT A REVOLVING BORROWING IS MADE, THE BORROWER SHALL REPAY ALL
SWINGLINE LOANS THEN OUTSTANDING.
(B)
BORROWER AND EACH SURETY, ENDORSER,
GUARANTOR AND OTHER PARTY EVER LIABLE FOR PAYMENT OF ANY SUMS OF MONEY PAYABLE
UNDER THIS AGREEMENT, JOINTLY AND SEVERALLY WAIVE PRESENTMENT AND DEMAND FOR
PAYMENT, NOTICE OF INTENTION TO ACCELERATE THE MATURITY, PROTEST, NOTICE OF
PROTEST AND NONPAYMENT, AS TO THE PAYMENTS DUE UNDER THIS AGREEMENT OR ANY OTHER
LOAN DOCUMENT AND AS TO EACH AND ALL INSTALLMENTS HEREUNDER AND THEREUNDER, AND
AGREE THAT THEIR LIABILITY UNDER THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT SHALL
NOT BE AFFECTED BY ANY RENEWAL OR EXTENSION IN THE TIME OF PAYMENT HEREOF, OR IN
ANY INDULGENCES, OR BY ANY RELEASE OR CHANGE IN ANY SECURITY FOR THE PAYMENT OF
THE OBLIGATIONS, AND HEREBY CONSENT TO ANY AND ALL SUCH RENEWALS, EXTENSIONS,
INDULGENCES, RELEASES OR CHANGES.
(C)
EACH LENDER SHALL MAINTAIN IN ACCORDANCE
WITH ITS USUAL PRACTICE AN ACCOUNT OR ACCOUNTS EVIDENCING THE INDEBTEDNESS OF
THE BORROWER TO SUCH LENDER RESULTING FROM EACH LOAN MADE BY SUCH LENDER,
INCLUDING THE AMOUNTS OF PRINCIPAL AND INTEREST PAYABLE AND PAID TO SUCH LENDER
FROM TIME TO TIME HEREUNDER.
(D)
THE ADMINISTRATIVE AGENT SHALL MAINTAIN
ACCOUNTS IN WHICH IT SHALL RECORD (I) THE AMOUNT OF EACH LOAN MADE HEREUNDER,
THE CLASS AND TYPE THEREOF AND THE INTEREST PERIOD APPLICABLE THERETO, (II) THE
AMOUNT OF ANY PRINCIPAL OR INTEREST DUE AND PAYABLE OR TO BECOME DUE AND PAYABLE
FROM THE BORROWER TO EACH LENDER HEREUNDER AND (III) THE AMOUNT OF ANY SUM
RECEIVED BY THE ADMINISTRATIVE AGENT HEREUNDER FOR THE ACCOUNT OF THE LENDERS
AND EACH LENDER'S