SHALL BE A BUSINESS
DAY; (III) THE COMPANY'S CALCULATION OF THE CURRENT APPLICABLE MARGIN; (IV) THE
INTEREST RATE TYPE OF LOANS COMPRISING THE BORROWING; AND (V) FOR LIBO RATE
LOANS THE DURATION OF THE INTEREST PERIOD APPLICABLE TO SUCH LOANS.
IF THE
NOTICE OF BORROWING FAILS TO SPECIFY THE DURATION OF THE INTEREST PERIOD FOR ANY
BORROWING COMPRISED OF LIBO RATE LOANS, SUCH INTEREST PERIOD SHALL BE THREE
MONTHS.
(C)
THE NUMBER OF TRANCHES OUTSTANDING OF LIBO RATE LOANS, WHETHER
UNDER A BORROWING, CONVERSION OR CONTINUATION, SHALL NOT EXCEED EIGHT (8) AT ANY
ONE TIME.
(D)
THE ADMINISTRATIVE AGENT WILL PROMPTLY NOTIFY EACH LENDER OF ITS
RECEIPT OF ANY NOTICE OF BORROWING AND OF THE AMOUNT OF SUCH LENDER'S PRO RATA
SHARE OF THAT BORROWING.
(E)
PROVIDED THE APPLICABLE CONDITIONS IN ARTICLE V ARE MET, EACH
LENDER WILL MAKE THE AMOUNT OF ITS PRO RATA SHARE OF EACH BORROWING AVAILABLE TO
THE ADMINISTRATIVE AGENT FOR THE ACCOUNT OF THE COMPANY AT THE AGENT'S PAYMENT
OFFICE BY 12:00 P.M.
(CHICAGO, ILLINOIS TIME) ON THE BORROWING DATE REQUESTED
BY THE COMPANY IN FUNDS IMMEDIATELY AVAILABLE TO THE ADMINISTRATIVE AGENT.
THE
PROCEEDS OF ALL SUCH LOANS WILL THEN BE MADE AVAILABLE TO THE COMPANY BY THE
ADMINISTRATIVE AGENT BY WIRE TRANSFER TO THE ACCOUNT(S) SPECIFIED BY THE COMPANY
IN THE RELATED NOTICE OF BORROWING.
2.3
Conversion and Continuation Elections.
(A)
PRIOR TO THE TERMINATION DATE, THE COMPANY MAY, UPON IRREVOCABLE
WRITTEN NOTICE TO THE ADMINISTRATIVE AGENT IN ACCORDANCE WITH
SECTION 2.3(B) (I) ELECT, AS OF ANY BUSINESS DAY IN THE CASE OF BASE RATE LOANS,
OR AS OF THE LAST DAY OF THE APPLICABLE INTEREST PERIOD IN THE
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CASE OF LIBO RATE LOANS, TO CONVERT ANY SUCH LOANS INTO LOANS OF ANY OTHER
INTEREST RATE TYPE; OR (II) ELECT AS OF THE LAST DAY OF THE APPLICABLE INTEREST
PERIOD, TO CONTINUE ANY LOANS HAVING INTEREST PERIODS EXPIRING ON SUCH DAY;
PROVIDED, HOWEVER, THAT IF AT ANY TIME AN LIBO RATE LOAN IN RESPECT OF ANY
BORROWING IS REDUCED, BY PAYMENT, PREPAYMENT, OR CONVERSION OF PART THEREOF TO
LESS THAN $1,000,000, SUCH LIBO RATE LOAN SHALL AUTOMATICALLY CONVERT INTO A
BASE RATE LOAN.
(B)
THE COMPANY SHALL DELIVER A NOTICE OF CONVERSION/CONTINUATION TO
BE RECEIVED BY THE ADMINISTRATIVE AGENT NOT LATER THAN 12:00 P.M. (CHICAGO,
ILLINOIS TIME) AT LEAST THREE BUSINESS DAYS IN ADVANCE OF THE
CONVERSION/CONTINUATION DATE, IF THE LOANS ARE TO BE CONVERTED INTO OR CONTINUED
AS LIBO RATE LOANS; AND (II) ON THE CONVERSION/CONTINUATION DATE, IF THE LOANS
ARE TO BE CONVERTED INTO BASE RATE LOANS, SPECIFYING: (A) THE PROPOSED
CONVERSION/CONTINUATION DATE; (B) THE AGGREGATE AMOUNT OF LOANS TO BE CONVERTED
OR CONTINUED; (C) THE INTEREST RATE TYPE OF LOANS RESULTING FROM THE PROPOSED
CONVERSION OR CONTINUATION; AND (D) OTHER THAN IN THE CASE OF CONVERSIONS INTO
BASE RATE LOANS, THE DURATION OF THE REQUESTED INTEREST PERIOD.
(C)
IF, UPON THE EXPIRATION OF ANY INTEREST PERIOD APPLICABLE TO LIBO
RATE LOANS, THE COMPANY HAS FAILED TO SELECT IN A