CONTINUATION, TO CONVERT ANY
ABR BORROWING INTO A EURODOLLAR BORROWING OR TO CONTINUE ANY EURODOLLAR
BORROWING AS A EURODOLLAR BORROWING FOR AN ADDITIONAL INTEREST PERIOD AND
(C) NOT LATER THAN 11:00 A.M., NEW YORK CITY TIME, THREE BUSINESS DAYS PRIOR TO
CONVERSION, TO CONVERT THE INTEREST PERIOD WITH RESPECT TO ANY EURODOLLAR
BORROWING TO ANOTHER PERMISSIBLE INTEREST PERIOD, SUBJECT IN EACH CASE TO THE
FOLLOWING:
(I) EACH CONVERSION OR CONTINUATION SHALL BE MADE PRO RATA AMONG THE LENDERS IN
ACCORDANCE WITH THE RESPECTIVE PRINCIPAL AMOUNTS OF THE LOANS COMPRISING THE
CONVERTED OR CONTINUED BORROWING;
(II) IF LESS THAN ALL THE OUTSTANDING PRINCIPAL AMOUNT OF ANY BORROWING SHALL BE
CONVERTED OR CONTINUED, THE AGGREGATE PRINCIPAL AMOUNT OF SUCH BORROWING
CONVERTED OR CONTINUED SHALL BE IN AN INTEGRAL MULTIPLE OF $1,000,000 AND NOT
LESS THAN $10,000,000;
(III) EACH CONVERSION SHALL BE EFFECTED BY EACH LENDER AND THE ADMINISTRATIVE
AGENT BY RECORDING THE PARTICULARS THEREOF IN THEIR RESPECTIVE
44
ACCOUNTS MAINTAINED PURSUANT TO SECTION 2.04, AND NO NEW LOAN SHALL BE
CONSIDERED TO HAVE BEEN MADE AS A RESULT THEREOF; ACCRUED INTEREST ON ANY
EURODOLLAR LOAN (OR PORTION THEREOF) BEING CONVERTED SHALL BE PAID BY THE
BORROWER AT THE TIME OF THE CONVERSION;
(IV) IF ANY EURODOLLAR BORROWING IS CONVERTED AT A TIME OTHER THAN THE END OF
THE INTEREST PERIOD APPLICABLE THERETO, THE APPLICABLE BORROWER SHALL PAY, UPON
DEMAND, ANY AMOUNTS DUE TO THE LENDERS PURSUANT TO SECTION 2.15;
(V) ANY PORTION OF A BORROWING MATURING OR REQUIRED TO BE REPAID IN LESS THAN
ONE MONTH MAY NOT BE CONVERTED INTO OR CONTINUED AS A EURODOLLAR BORROWING;
(VI) ANY PORTION OF A EURODOLLAR BORROWING THAT CANNOT BE CONVERTED INTO OR
CONTINUED AS A EURODOLLAR BORROWING BY REASON OF CLAUSE (V) ABOVE SHALL BE
AUTOMATICALLY CONVERTED AT THE END OF THE INTEREST PERIOD IN EFFECT FOR SUCH
BORROWING INTO AN ABR BORROWING;
(VII) NO INTEREST PERIOD MAY BE SELECTED FOR ANY EURODOLLAR TERM BORROWING THAT
WOULD END LATER THAN ANY APPLICABLE TERM LOAN REPAYMENT DATE OCCURRING ON OR
AFTER THE FIRST DAY OF SUCH INTEREST PERIOD IF, AFTER GIVING EFFECT TO SUCH
SELECTION, THE AGGREGATE OUTSTANDING AMOUNT OF (A) THE EURODOLLAR TERM
BORROWINGS WITH INTEREST PERIODS ENDING ON OR PRIOR TO SUCH TERM LOAN REPAYMENT
DATE AND (B) THE ABR TERM BORROWINGS WOULD NOT BE AT LEAST EQUAL TO THE
PRINCIPAL AMOUNT OF BORROWINGS TO BE PAID ON SUCH TERM LOAN REPAYMENT DATE; AND
(VIII) UPON NOTICE TO THE BORROWER FROM THE ADMINISTRATIVE AGENT GIVEN AT THE
REQUEST OF THE REQUIRED LENDERS, AFTER THE OCCURRENCE AND DURING THE CONTINUANCE
OF A DEFAULT OR EVENT OF DEFAULT, NO OUTSTANDING LOAN MAY BE CONVERTED INTO, OR
CONTINUED AS, A EURODOLLAR LOAN.
Each notice pursuant to this Section 2.10 shall be irrevocable and shall refer
to this Agreement and specify (A) the identity, amount and Class of the
Borrowing that the Borrower requests be converted or continued, (B) whether such
Borrowing is to be converted to or continued as a Eurodollar Borrowing or an ABR