EACH NOTE SHALL ACCRUE AND BE DUE AND PAYABLE AS
PROVIDED HEREIN AND THEREIN.
2.2
Maturity Date.
The Loans of each Lender
shall mature on the Maturity Date of such Loans.
2.3
Conversion and Continuation Elections.
(A)
PRIOR TO THE TERMINATION DATE, THE BORROWER
MAY, UPON IRREVOCABLE WRITTEN NOTICE TO THE ADMINISTRATIVE AGENT IN ACCORDANCE
WITH SECTION 2.3(B), (I) ELECT, AS OF ANY BUSINESS DAY IN THE CASE OF BASE RATE
LOANS, OR AS OF THE LAST DAY OF THE APPLICABLE INTEREST PERIOD IN THE CASE OF
LIBO RATE LOANS, TO CONVERT ANY SUCH LOANS INTO LOANS OF ANY OTHER INTEREST RATE
TYPE; OR (II) ELECT AS OF THE LAST DAY OF THE APPLICABLE INTEREST PERIOD, TO
CONTINUE ANY LOANS HAVING INTEREST PERIODS EXPIRING ON SUCH DAY; PROVIDED, THAT
IF AT ANY TIME AN LIBO RATE LOAN IS REDUCED, BY PAYMENT, PREPAYMENT, OR
CONVERSION OF PART THEREOF TO LESS THAN $1,000,000, SUCH LIBO RATE LOAN SHALL
AUTOMATICALLY CONVERT INTO A BASE RATE LOAN.
(B)
(I) THE BORROWER SHALL DELIVER A NOTICE OF
CONVERSION/CONTINUATION TO BE RECEIVED BY THE ADMINISTRATIVE AGENT NOT LATER
THAN 12:00 P.M. (NEW YORK, NEW YORK TIME) AT LEAST THREE BUSINESS DAYS IN
ADVANCE OF THE CONVERSION/CONTINUATION DATE, IF THE
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LOANS ARE TO BE CONVERTED INTO OR CONTINUED AS LIBO RATE LOANS; AND (II) ON THE
CONVERSION/CONTINUATION DATE, IF THE LOANS ARE TO BE CONVERTED INTO BASE RATE
LOANS, SPECIFYING: (A) THE PROPOSED CONVERSION/CONTINUATION DATE; (B)
THE
AGGREGATE AMOUNT OF LOANS TO BE CONVERTED OR CONTINUED; (C) THE INTEREST RATE
TYPE OF LOANS RESULTING FROM THE PROPOSED CONVERSION OR CONTINUATION; AND
(D) OTHER THAN IN THE CASE OF CONVERSIONS INTO BASE RATE LOANS, THE DURATION OF
THE REQUESTED INTEREST PERIOD.
(C)
IF, UPON THE EXPIRATION OF ANY INTEREST
PERIOD APPLICABLE TO LIBO RATE LOANS, THE BORROWER HAS FAILED TO SELECT IN A
TIMELY MANNER A NEW INTEREST PERIOD TO BE APPLICABLE TO LIBO RATE LOANS, OR IF
ANY DEFAULT OR EVENT OF DEFAULT THEN EXISTS, THE BORROWER SHALL BE DEEMED TO
HAVE ELECTED TO CONVERT SUCH LIBO RATE LOANS INTO BASE RATE LOANS EFFECTIVE AS
OF THE EXPIRATION DATE OF SUCH INTEREST PERIOD.
(D)
THE ADMINISTRATIVE AGENT WILL PROMPTLY
NOTIFY EACH LENDER OF ITS RECEIPT OF A NOTICE OF CONVERSION/CONTINUATION, OR, IF
NO TIMELY NOTICE IS PROVIDED BY THE BORROWER, THE ADMINISTRATIVE AGENT WILL
PROMPTLY NOTIFY EACH LENDER OF THE DETAILS OF ANY AUTOMATIC CONVERSION.
ALL
CONVERSIONS AND CONTINUATIONS SHALL BE MADE RATABLY ACCORDING TO THE RESPECTIVE
LENDER'S PRO RATA SHARE OF OUTSTANDING PRINCIPAL AMOUNTS OF THE LOANS WITH
RESPECT TO WHICH THE NOTICE WAS GIVEN.
(E)
THE NUMBER OF TRANCHES OUTSTANDING OF LIBO
RATE LOANS, WHETHER UNDER A CONVERSION OR CONTINUATION, SHALL NOT EXCEED EIGHT
AT ANY ONE TIME.
2.4
Optional Prepayments.
(A)
SUBJECT TO SECTION 3.4, THE BORROWER MAY,
AT ANY TIME OR FROM TIME TO TIME WHILE THERE ARE NO AMOUNTS OUTSTANDING UNDER
THE FIRST LIEN CREDIT AGREEMENT AND ALL LETTERS OF CREDIT UNDER THE FIRST LIEN
CREDIT AGREEMENT HAVE BEEN CASH