WRITTEN NOTICE (OR TELEPHONIC NOTICE PROMPTLY
CONFIRMED IN WRITING) OF EACH BORROWING (A "NOTICE OF CONVERSION/CONTINUATION")
THAT IS TO BE CONVERTED OR CONTINUED, AS THE CASE MAY BE, (X) PRIOR TO 11:00
A.M. ONE (1) BUSINESS DAY PRIOR TO THE REQUESTED DATE OF A CONVERSION INTO A
BASE RATE BORROWING AND (Y) PRIOR TO 11:00 A.M. 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 CONTINUATION/CONVERSION
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
CONTINUATION/CONVERSION, 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 GIVING EFFECT TO SUCH ELECTION, WHICH
SHALL BE A PERIOD CONTEMPLATED BY THE DEFINITION OF "INTEREST PERIOD". IF ANY
SUCH NOTICE OF CONTINUATION/CONVERSION REQUESTS A EURODOLLAR BORROWING BUT DOES
NOT SPECIFY AN INTEREST PERIOD, THE BORROWER 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.
IF, ON THE EXPIRATION OF ANY INTEREST PERIOD IN RESPECT OF ANY EURODOLLAR
BORROWING, THE BORROWER SHALL HAVE FAILED TO DELIVER A NOTICE OF CONVERSION/
CONTINUATION, THEN, UNLESS SUCH BORROWING IS REPAID AS PROVIDED HEREIN, THE
BORROWER 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 IN RESPECT THEREOF.
UPON RECEIPT OF ANY NOTICE OF CONVERSION/CONTINUATION, THE ADMINISTRATIVE AGENT
SHALL PROMPTLY NOTIFY EACH LENDER OF THE DETAILS THEREOF AND OF SUCH LENDER'S
PORTION OF EACH RESULTING BORROWING.
OPTIONAL REDUCTION AND TERMINATION OF COMMITMENTS.
UNLESS PREVIOUSLY TERMINATED, ALL REVOLVING COMMITMENTS AND THE SWINGLINE
COMMITMENT SHALL TERMINATE ON THE REVOLVING COMMITMENT TERMINATION DATE.
UPON AT LEAST THREE (3) BUSINESS DAYS' PRIOR WRITTEN NOTICE (OR TELEPHONIC
NOTICE PROMPTLY CONFIRMED IN WRITING) TO THE ADMINISTRATIVE AGENT (WHICH NOTICE
SHALL BE IRREVOCABLE), THE BORROWER MAY REDUCE THE AGGREGATE REVOLVING
COMMITMENTS IN PART OR TERMINATE THE AGGREGATE REVOLVING COMMITMENTS IN WHOLE;
PROVIDED, THAT (I) ANY PARTIAL REDUCTION SHALL APPLY TO REDUCE PROPORTIONATELY
AND PERMANENTLY THE REVOLVING COMMITMENT OF EACH LENDER, (II) ANY PARTIAL
REDUCTION PURSUANT TO THIS SECTION 2.8 SHALL