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 2.7, THE 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 2.7
ATTACHED HERETO (A "NOTICE OF CONVERSION/CONTINUATION") THAT IS TO BE CONVERTED
OR CONTINUED, AS THE CASE MAY BE, (X) PRIOR TO 10:00 A.M. (NEW YORK TIME) ON THE
REQUESTED DATE OF A CONVERSION INTO A BASE RATE BORROWING AND (Y) PRIOR TO 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 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.
(C)
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.
(D)
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.
SECTION 2.8.
OPTIONAL REDUCTION AND TERMINATION OF COMMITMENTS.
(A)
UNLESS PREVIOUSLY TERMINATED, ALL REVOLVING COMMITMENTS, SWINGLINE
COMMITMENTS AND LC COMMITMENTS SHALL TERMINATE ON THE REVOLVING COMMITMENT
TERMINATION
28
DATE.
THE TERM LOAN COMMITMENTS SHALL TERMINATE (I) ON THE CLOSING DATE, WITH
RESPECT TO