CONVERSION INTO, OR CONTINUATION OF, EURODOLLAR
LOANS, THE DURATION OF THE REQUESTED INTEREST PERIOD THEREFOR.
(C)
IF UPON THE EXPIRATION OF ANY INTEREST PERIOD APPLICABLE TO
EURODOLLAR LOANS, THE COMPANY HAS FAILED TO SELECT TIMELY A NEW INTEREST PERIOD
TO BE APPLICABLE TO SUCH EURODOLLAR LOANS, THE COMPANY SHALL BE DEEMED TO HAVE
ELECTED TO CONVERT SUCH EURODOLLAR LOANS INTO BASE RATE LOANS EFFECTIVE ON THE
LAST DAY OF SUCH INTEREST PERIOD.
(D)
ANY CONVERSION OF A EURODOLLAR LOAN ON A DAY OTHER THAN THE LAST
DAY OF AN INTEREST PERIOD THEREFOR SHALL BE SUBJECT TO SECTION 8.4.
2.3
CERTAIN CONDITIONS.
NOTWITHSTANDING ANY OTHER PROVISION OF THIS
AGREEMENT, THE BANK SHALL HAVE NO OBLIGATION TO MAKE ANY LOAN, IF AN EVENT OF
DEFAULT OR UNMATURED EVENT OF DEFAULT EXISTS.
SECTION 3
NOTE EVIDENCING LOANS.
3.1
NOTE.
THE LOANS OF THE BANK SHALL BE EVIDENCED BY A PROMISSORY
NOTE (THE "NOTE") SUBSTANTIALLY IN THE FORM SET FORTH IN EXHIBIT A, WITH
APPROPRIATE INSERTIONS, PAYABLE TO THE ORDER OF THE BANK IN A FACE PRINCIPAL
AMOUNT EQUAL TO THE SUM OF THE REVOLVING COMMITMENT AMOUNT.
EACH REVOLVING LOAN
SHALL BE PAID IN FULL ON THE TERMINATION DATE.
3.2
RECORDKEEPING.
THE BANK SHALL RECORD IN ITS RECORDS, OR AT ITS
OPTION ON THE SCHEDULE ATTACHED TO ITS NOTE, THE DATE AND AMOUNT OF EACH LOAN
MADE BY THE BANK, EACH REPAYMENT OR CONVERSION THEREOF AND THE DATES ON WHICH
EACH INTEREST PERIOD FOR SUCH LOAN SHALL BEGIN AND END.
THE AGGREGATE UNPAID
PRINCIPAL AMOUNT SO RECORDED SHALL BE REBUTTABLE PRESUMPTIVE EVIDENCE OF THE
PRINCIPAL AMOUNT OWING AND UNPAID ON THE NOTE.
THE FAILURE TO SO
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RECORD ANY SUCH AMOUNT OR ANY ERROR IN SO RECORDING ANY SUCH AMOUNT SHALL NOT,
HOWEVER, LIMIT OR OTHERWISE AFFECT THE OBLIGATIONS OF THE COMPANY HEREUNDER OR
UNDER THE NOTE TO REPAY THE PRINCIPAL AMOUNT OF THE LOANS EVIDENCED BY THE NOTE
TOGETHER WITH ALL INTEREST ACCRUING THEREON.
SECTION 4
INTEREST.
4.1
INTEREST RATES.
THE COMPANY PROMISES TO PAY INTEREST ON THE
UNPAID PRINCIPAL AMOUNT OF EACH LOAN FOR THE PERIOD COMMENCING ON THE DATE OF
SUCH LOAN UNTIL SUCH LOAN IS PAID IN FULL AS FOLLOWS:
(A)
AT ALL TIMES WHILE SUCH LOAN IS A BASE RATE LOAN, AT A RATE PER
ANNUM EQUAL TO THE SUM OF THE BASE RATE FROM TIME TO TIME IN EFFECT; AND
(B)
AT ALL TIMES WHILE SUCH LOAN IS A EURODOLLAR LOAN, AT A RATE PER
ANNUM EQUAL TO THE SUM OF THE EURODOLLAR RATE (RESERVE ADJUSTED) APPLICABLE TO
EACH INTEREST PERIOD FOR SUCH LOAN PLUS THE EURODOLLAR MARGIN FROM TIME TO TIME
IN EFFECT;
provided that at any time an Event of Default exists, if requested by the Bank,
the interest rate applicable to each Loan shall be increased by 2%.
4.2
INTEREST PAYMENT DATES.
ACCRUED INTEREST ON EACH EURODOLLAR LOAN
SHALL BE PAYABLE ON THE LAST DAY OF EACH INTEREST PERIOD RELATING TO SUCH LOAN
(AND, IN THE CASE OF A EURODOLLAR LOAN WITH A SIX-MONTH