THE BORROWER FAILS TO DELIVER A 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 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
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RECEIVED BY THE ADMINISTRATIVE AGENT HEREUNDER FOR THE ACCOUNT