THE BORROWERS MAY ELECT TO CONVERT SUCH BORROWING INTO A DIFFERENT
TYPE OR TO CONTINUE SUCH BORROWING, AND IN THE CASE OF A EURODOLLAR BORROWING,
MAY ELECT INTEREST PERIODS THEREFOR, ALL AS PROVIDED IN THIS SECTION 2.6.
THE
BORROWERS MAY ELECT DIFFERENT OPTIONS WITH RESPECT TO DIFFERENT PORTIONS OF THE
AFFECTED BORROWING, IN WHICH CASE EACH SUCH PORTION SHALL BE ALLOCATED RATABLY
AMONG THE LENDERS HOLDING LOANS COMPRISING SUCH BORROWING, AND THE LOANS
COMPRISING EACH SUCH PORTION SHALL BE CONSIDERED A SEPARATE BORROWING.
THIS
SECTION SHALL NOT APPLY TO SWINGLINE BORROWINGS, WHICH MAY NOT BE CONVERTED OR
CONTINUED.
(B)
TO MAKE AN ELECTION PURSUANT TO THIS SECTION 2.6, THE
ADMINISTRATIVE BORROWER SHALL GIVE THE ADMINISTRATIVE AGENT PRIOR WRITTEN NOTICE
(OR TELEPHONIC NOTICE PROMPTLY CONFIRMED IN WRITING) OF EACH BORROWING
SUBSTANTIALLY IN THE FORM OF EXHIBIT 2.6 ATTACHED HERETO (A "NOTICE OF
CONVERSION/CONTINUATION") THAT IS TO BE CONVERTED OR CONTINUED, AS THE CASE MAY
BE, (X) BY 11:00 A.M. (NEW YORK TIME) ON THE REQUESTED DATE OF A CONVERSION INTO
A BASE RATE BORROWING AND (Y) BY 11:00 A.M. (NEW YORK TIME) THREE (3) BUSINESS
DAYS PRIOR TO A CONTINUATION OF OR CONVERSION INTO A EURODOLLAR BORROWING.
EACH
SUCH NOTICE OF CONVERSION/CONTINUATION SHALL BE IRREVOCABLE AND SHALL SPECIFY
(I) THE BORROWING TO WHICH SUCH NOTICE OF CONVERSION/CONTINUATION APPLIES AND IF
DIFFERENT OPTIONS ARE BEING ELECTED WITH RESPECT TO DIFFERENT PORTIONS THEREOF,
THE PORTIONS THEREOF THAT ARE TO BE ALLOCATED TO EACH RESULTING BORROWING (IN
WHICH CASE THE INFORMATION TO BE SPECIFIED PURSUANT TO CLAUSES (III) AND (IV)
SHALL BE SPECIFIED FOR EACH RESULTING BORROWING); (II) THE EFFECTIVE DATE OF THE
ELECTION MADE PURSUANT TO SUCH NOTICE OF CONVERSION/CONTINUATION, WHICH SHALL BE
A BUSINESS DAY, (III) WHETHER THE RESULTING BORROWING IS TO BE A BASE RATE
BORROWING OR A EURODOLLAR BORROWING; AND (IV) IF THE RESULTING BORROWING IS TO
BE A EURODOLLAR BORROWING, THE INTEREST PERIOD APPLICABLE THERETO AFTER
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GIVING EFFECT TO SUCH ELECTION, WHICH SHALL BE A PERIOD CONTEMPLATED BY THE
DEFINITION OF "INTEREST PERIOD".
IF ANY SUCH NOTICE OF CONVERSION/CONTINUATION
REQUESTS A EURODOLLAR BORROWING BUT DOES NOT SPECIFY AN INTEREST PERIOD, THE
BORROWERS SHALL BE DEEMED TO HAVE SELECTED AN INTEREST PERIOD OF ONE MONTH.
THE
PRINCIPAL AMOUNT OF ANY RESULTING BORROWING SHALL SATISFY THE MINIMUM BORROWING
AMOUNT FOR EURODOLLAR BORROWINGS AND BASE RATE BORROWINGS SET FORTH IN SECTION
2.3.
(C)
IF, ON THE EXPIRATION OF ANY INTEREST PERIOD IN RESPECT OF ANY
EURODOLLAR BORROWING, THE ADMINISTRATIVE BORROWER SHALL HAVE FAILED TO DELIVER A
NOTICE OF CONVERSION/ CONTINUATION, THEN, UNLESS SUCH BORROWING IS REPAID AS
PROVIDED HEREIN, THE BORROWERS SHALL BE DEEMED TO HAVE ELECTED TO CONVERT SUCH
BORROWING TO A BASE RATE BORROWING.
NO BORROWING MAY BE CONVERTED INTO, OR
CONTINUED AS, A EURODOLLAR BORROWING IF A DEFAULT OR AN EVENT OF DEFAULT EXISTS,
UNLESS THE ADMINISTRATIVE AGENT AND EACH OF THE LENDERS SHALL HAVE OTHERWISE
CONSENTED IN WRITING.
NO CONVERSION OF ANY EURODOLLAR LOANS SHALL BE PERMITTED
EXCEPT ON THE LAST DAY OF THE INTEREST PERIOD