THREE (3) BUSINESS DAYS IN ADVANCE OF THE REQUESTED
CONVERSION DATE OR CONTINUATION DATE, SPECIFYING:
(I)
THE PROPOSED CONVERSION DATE OR
CONTINUATION DATE;
(II)
THE AGGREGATE AMOUNT OF LOANS TO BE
CONVERTED OR CONTINUED; AND
(III)
THE DURATION OF THE REQUESTED INTEREST
PERIOD WITH RESPECT TO THE LOANS TO BE CONVERTED OR CONTINUED AS LIBOR RATE
LOANS.
(C)
IF UPON THE EXPIRATION OF ANY INTEREST
PERIOD APPLICABLE TO LIBOR RATE LOANS, THE BORROWER HAS FAILED TO SELECT TIMELY
A NEW INTEREST PERIOD TO BE APPLICABLE TO SUCH LIBOR RATE
6
LOANS OR IF ANY EVENT OF DEFAULT SHALL THEN EXIST, THE BORROWER SHALL BE DEEMED
TO HAVE ELECTED TO CONVERT SUCH LIBOR RATE LOANS INTO BASE RATE LOANS EFFECTIVE
AS OF THE EXPIRATION DATE OF SUCH CURRENT INTEREST PERIOD.
(D)
UPON RECEIPT OF A NOTICE OF
CONTINUATION/CONVERSION, THE AGENT WILL PROMPTLY NOTIFY EACH LENDER THEREOF.
IN
ADDITION, THE AGENT WILL, WITH REASONABLE PROMPTNESS, NOTIFY THE BORROWER AND
THE LENDERS OF EACH DETERMINATION OF LIBOR; PROVIDED, THAT ANY FAILURE TO DO SO
SHALL NOT RELIEVE THE BORROWER OF ANY LIABILITY HEREUNDER OR PROVIDE THE BASIS
FOR ANY CLAIM AGAINST THE AGENT.
ALL CONVERSIONS AND CONTINUATIONS SHALL BE
MADE PRO RATA ACCORDING TO THE RESPECTIVE OUTSTANDING PRINCIPAL AMOUNTS OF THE
LOANS WITH RESPECT TO WHICH THE NOTICE WAS GIVEN HELD BY EACH LENDER.
(E)
UNLESS THE REQUIRED LENDERS SHALL OTHERWISE
AGREE, DURING THE EXISTENCE OF AN EVENT OF DEFAULT, THE BORROWER MAY NOT ELECT
TO HAVE A LOAN CONVERTED INTO OR CONTINUED AS A LIBOR RATE LOAN.
(F)
NOTWITHSTANDING ANY OTHER PROVISION
CONTAINED IN THIS AGREEMENT, AFTER GIVING EFFECT TO ANY BORROWING, OR TO ANY
CONTINUATION OR CONVERSION OF ANY LOANS, THERE SHALL NOT BE MORE THAN SEVEN
(7) DIFFERENT INTEREST PERIODS IN EFFECT.
(G)
LIBOR RATE LOANS THAT SHALL HAVE BEEN
EVIDENCED BY THE ORIGINAL CREDIT AGREEMENT AND REMAIN OUTSTANDING AS OF THE
RESTATEMENT EFFECTIVE DATE SHALL CONTINUE AS LIBOR RATE LOANS HEREUNDER AND THE
INTEREST PERIODS RELATING THERETO SHALL CONTINUE AS INTEREST PERIODS HEREUNDER.
1.7
OPTIONAL PREPAYMENTS.
(A)
THE BORROWER MAY AT ANY TIME UPON AT LEAST
ONE (1) BUSINESS DAY'S PRIOR WRITTEN NOTICE TO THE AGENT (WHICH NOTICE MAY, AT
THE BORROWER'S DISCRETION, ALSO SPECIFY THE MANNER IN WHICH PREPAYMENTS BEING
MADE PURSUANT TO THIS SECTION 1.7 SHALL BE APPLIED TO THE OBLIGATIONS), PREPAY
THE LOANS IN WHOLE OR IN PART IN AN AMOUNT GREATER THAN OR EQUAL TO $100,000, IN
EACH INSTANCE, WITHOUT PENALTY OR PREMIUM EXCEPT AS PROVIDED IN SECTION 10.4.
OPTIONAL PARTIAL PREPAYMENTS OF THE TERM LOAN AND CAPEX LOANS SHALL BE APPLIED
IN THE MANNER SET FORTH IN SUBSECTION 1.8(H)(I).
OPTIONAL PARTIAL PREPAYMENTS
IN AMOUNTS LESS THAN $100,000 SHALL NOT BE PERMITTED.
(B)
THE NOTICE OF ANY PREPAYMENT SHALL NOT
THEREAFTER BE REVOCABLE BY THE BORROWER AND THE AGENT WILL PROMPTLY NOTIFY EACH
LENDER THEREOF AND OF SUCH LENDER'S COMMITMENT PERCENTAGE OF SUCH PREPAYMENT.
THE PAYMENT AMOUNT SPECIFIED IN SUCH NOTICE SHALL BE DUE AND PAYABLE ON THE DATE
SPECIFIED THEREIN.
TOGETHER WITH EACH