OR CONVERTED INTO, LOANS THAT ARE BASE RATE LOANS OR
EURODOLLAR LOANS, IN EACH CASE DENOMINATED IN DOLLARS, PROVIDED THAT ALL LOANS
MADE AS PART OF THE SAME BORROWING SHALL, UNLESS OTHERWISE SPECIFICALLY PROVIDED
HEREIN, CONSIST OF LOANS OF THE SAME TYPE; (C) MAY BE REPAID OR PREPAID AND
RE-BORROWED IN ACCORDANCE WITH THE PROVISIONS HEREOF; AND (D) SHALL NOT BE MADE
IF, AFTER GIVING EFFECT TO ANY SUCH LOAN, (I) THE REVOLVING FACILITY EXPOSURE OF
ANY LENDER WOULD EXCEED SUCH LENDER'S COMMITMENT, (II) THE AGGREGATE REVOLVING
FACILITY EXPOSURE WOULD EXCEED THE TOTAL COMMITMENT, OR (III) THE BORROWER WOULD
BE REQUIRED TO PREPAY LOANS OR CASH COLLATERALIZE LETTERS OF CREDIT PURSUANT TO
4.3(A).
SECTION 2.3
BORROWING, CONTINUATION OR CONVERSION OF LOANS.
(A)
BORROWINGS, CONTINUATIONS AND CONVERSIONS.
THE BORROWER MAY, IN
ACCORDANCE WITH THE PROVISIONS SET FORTH IN THIS SECTION AND SUBJECT TO THE
OTHER TERMS AND CONDITIONS OF THIS AGREEMENT, (I) REQUEST BORROWINGS,
(II) CONVERT ALL OR A PORTION OF THE OUTSTANDING PRINCIPAL AMOUNT OF LOANS OF
ONE TYPE INTO A BORROWING OR BORROWINGS OF ANOTHER TYPE OF LOANS THAT CAN BE
MADE PURSUANT TO THE TERMS OF
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THIS AGREEMENT AND (III) CONTINUE A BORROWING OF EURODOLLAR LOANS AT THE END OF
THE APPLICABLE INTEREST PERIOD AS A NEW BORROWING OF EURODOLLAR LOANS WITH A NEW
INTEREST PERIOD, PROVIDED THAT (A) ANY CONVERSION OF EURODOLLAR LOANS INTO BASE
RATE LOANS SHALL BE MADE ON, AND ONLY ON, THE LAST DAY OF AN INTEREST PERIOD FOR
SUCH EURODOLLAR LOANS, (B) BASE RATE LOANS MAY ONLY BE CONVERTED INTO EURODOLLAR
LOANS IF NO DEFAULT UNDER SECTION 9.1(A) OR EVENT OF DEFAULT IS IN EXISTENCE ON
THE DATE OF THE CONVERSION UNLESS THE REQUIRED LENDERS OTHERWISE AGREE, AND
(C) BASE RATE LOANS MAY NOT BE CONVERTED INTO EURODOLLAR LOANS DURING ANY PERIOD
WHEN SUCH CONVERSION IS NOT PERMITTED UNDER SECTION 2.8.
(B)
NOTICE OF BORROWINGS, CONTINUATION AND CONVERSION.
EACH
BORROWING, CONTINUATION OR CONVERSION OF A LOAN SHALL BE MADE UPON NOTICE IN THE
FORM PROVIDED FOR BELOW, WHICH NOTICE SHALL BE PROVIDED BY THE BORROWER TO THE
ADMINISTRATIVE AGENT AT THE NOTICE OFFICE NOT LATER THAN (I) IN THE CASE OF EACH
BORROWING OF OR CONTINUATION OF OR CONVERSION INTO A EURODOLLAR LOAN, 12:00 NOON
(LOCAL TIME AT ITS NOTICE OFFICE) AT LEAST THREE BUSINESS DAYS' PRIOR TO THE
DATE OF SUCH BORROWING, CONTINUATION OR CONVERSION AND (II) IN THE CASE OF EACH
BORROWING OF OR CONVERSION INTO A BASE RATE LOAN, 12:00 NOON (LOCAL TIME AT ITS
NOTICE OFFICE) ON THE PROPOSED DATE OF SUCH BORROWING OR CONVERSION.
EACH SUCH
REQUEST SHALL BE MADE BY AN AUTHORIZED OFFICER DELIVERING WRITTEN NOTICE OF SUCH
REQUEST SUBSTANTIALLY IN THE FORM OF EXHIBIT B (EACH SUCH NOTICE, A "NOTICE OF
BORROWING, CONTINUATION OR CONVERSION") OR BY TELEPHONE (TO BE CONFIRMED
IMMEDIATELY IN WRITING BY DELIVERY OF AN AUTHORIZED OFFICER OF A NOTICE OF
BORROWING, CONTINUATION OR CONVERSION), AND IN ANY EVENT EACH SUCH REQUEST SHALL
BE IRREVOCABLE AND SHALL SPECIFY (A) THE AGGREGATE