(ii) the
interest rate applicable at the time to the other new Revolving Loans made on
such date, if Borrower is making such repayment.
If neither such Revolving
Lender nor Borrower pays or repays to Agent such amount within such three-day
period, Agent shall in addition to such amount be entitled to recover from such
Revolving Lender and from Borrower, on demand, interest thereon at the Default
Rate, calculated from the date such amount was made available to Borrower.
The
failure of any Revolving Lender to make any new Revolving Loan to be made by it
hereunder shall not relieve any other Revolving Lender of its obligation
hereunder, if any, to make its new Revolving Loan, but no Revolving Lender shall
be responsible for the failure of any other Revolving Lender to make any new
Revolving Loan to be made by such other Revolving Lender.
SECTION 2.3.
CONTINUATIONS AND CONVERSIONS OF
EXISTING LOANS.
BORROWER MAY MAKE THE FOLLOWING ELECTIONS WITH RESPECT TO LOANS
ALREADY OUTSTANDING: TO CONVERT BASE RATE LOANS TO EURODOLLAR LOANS, TO CONVERT
EURODOLLAR LOANS TO BASE RATE LOANS ON THE LAST DAY OF THE INTEREST PERIOD
APPLICABLE THERETO, AND TO CONTINUE EURODOLLAR LOANS BEYOND THE EXPIRATION OF
SUCH INTEREST PERIOD BY DESIGNATING A NEW INTEREST PERIOD TO TAKE EFFECT AT THE
TIME OF SUCH EXPIRATION.
IN MAKING SUCH ELECTIONS, BORROWER MAY COMBINE
EXISTING LOANS MADE PURSUANT TO SEPARATE BORROWINGS INTO ONE NEW BORROWING OR
DIVIDE EXISTING LOANS MADE PURSUANT TO ONE BORROWING INTO SEPARATE NEW
BORROWINGS, PROVIDED THAT BORROWER MAY HAVE NO MORE THAN FIVE BORROWINGS OF
EURODOLLAR LOANS OUTSTANDING AT ANY TIME.
TO MAKE ANY SUCH ELECTION, BORROWER
MUST GIVE TO AGENT WRITTEN NOTICE (OR TELEPHONIC NOTICE PROMPTLY CONFIRMED IN
WRITING) OF ANY SUCH CONVERSION OR CONTINUATION OF EXISTING LOANS, WITH A
SEPARATE NOTICE GIVEN FOR EACH NEW BORROWING.
EACH SUCH NOTICE CONSTITUTES A
"CONTINUATION/CONVERSION NOTICE" HEREUNDER AND MUST:
(A)
SPECIFY THE EXISTING LOANS WHICH ARE TO BE
CONTINUED OR CONVERTED;
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(B)
SPECIFY (I) THE AGGREGATE AMOUNT OF ANY
BORROWING OF BASE RATE LOANS INTO WHICH SUCH EXISTING LOANS ARE TO BE CONVERTED
AND THE DATE ON WHICH SUCH CONTINUATION OR CONVERSION IS TO OCCUR, OR (II) THE
AGGREGATE AMOUNT OF ANY BORROWING OF EURODOLLAR LOANS INTO WHICH SUCH EXISTING
LOANS ARE TO BE CONTINUED OR CONVERTED, THE DATE ON WHICH SUCH CONTINUATION OR
CONVERSION IS TO OCCUR (WHICH SHALL BE THE FIRST DAY OF THE INTEREST PERIOD
WHICH IS TO APPLY TO SUCH EURODOLLAR LOANS), AND THE LENGTH OF THE APPLICABLE
INTEREST PERIOD; AND
(C)
BE RECEIVED BY AGENT NOT LATER THAN 11:00
A.M., HOUSTON, TEXAS TIME, ON (I) THE DAY ON WHICH ANY SUCH CONVERSION TO BASE
RATE LOANS IS TO OCCUR, OR (II) THE THIRD BUSINESS DAY PRECEDING THE DAY ON
WHICH ANY SUCH CONTINUATION OR CONVERSION TO EURODOLLAR LOANS IS TO OCCUR.
Each such written request or confirmation must be made in the form and substance
of the "Continuation/Conversion Notice" attached hereto as Exhibit 2.3(c), duly
completed.
Each such telephonic