IF THE LOANS ARE TO
BE CONVERTED INTO OR CONTINUED AS EURODOLLAR LOANS; AND (II) ON THE SAME
BUSINESS DAY AS THE CONVERSION DATE, IF THE LOANS ARE TO BE CONVERTED INTO BASE
RATE LOANS, SPECIFYING:
(A)
THE PROPOSED CONVERSION DATE OR CONTINUATION DATE;
(B)
THE AGGREGATE AMOUNT OF EURODOLLAR LOANS OR BASE RATE LOANS TO BE
CONVERTED OR CONTINUED;
(C)
THE NATURE OF THE PROPOSED CONVERSION OR CONTINUATION;
(D)
THE DURATION OF THE REQUESTED INTEREST PERIOD, IF THE LOANS ARE TO
BE CONVERTED INTO OR CONTINUED AS EURODOLLAR LOANS; AND
(C)
IF PRIOR TO THE TIME SET FORTH IN SECTION 2.3(B), (I) BORROWER HAS
FAILED TO GIVE A TIMELY NOTICE OF CONVERSION OR CONTINUATION WITH RESPECT TO A
EURODOLLAR LOAN, OR (II) BORROWER HAS FAILED TO SELECT A NEW INTEREST PERIOD TO
BE APPLICABLE TO A EURODOLLAR LOAN, BORROWER SHALL BE DEEMED TO HAVE ELECTED TO
CONTINUE SUCH LOAN AS A EURODOLLAR LOAN WITH AN INTEREST PERIOD OF ONE MONTH.
(D)
UPON RECEIPT OF A NOTICE OF CONVERSION OR CONTINUATION,
ADMINISTRATIVE AGENT WILL PROMPTLY NOTIFY EACH APPLICABLE LENDER THEREOF, OR, IF
NO TIMELY NOTICE IS PROVIDED, ADMINISTRATIVE AGENT WILL PROMPTLY NOTIFY EACH
APPLICABLE LENDER OF THE DETAILS OF ANY AUTOMATIC CONVERSION OR CONTINUATION.
EACH CONVERSION OR CONTINUATION OF TERM B LOANS SHALL BE ALLOCATED AMONG TERM B
LOANS OF THE TERM B LENDERS, IN ACCORDANCE WITH THEIR PRO RATA SHARES.
(E)
NOTWITHSTANDING THE FOREGOING, BORROWER SHALL NOT BE ENTITLED TO
SPECIFY OR ELECT IN ANY NOTICE OF CONVERSION OR CONTINUATION THAT ANY LOANS
SHALL BE OR BECOME EURODOLLAR LOANS IF AN EVENT OF DEFAULT SHALL HAVE OCCURRED
AND BE CONTINUING UNLESS THE REQUIRED LENDERS SHALL HAVE NOTIFIED ADMINISTRATIVE
AGENT THAT ADDITIONAL EURODOLLAR LOANS SHALL BE MADE AVAILABLE WHILE SUCH EVENT
OF DEFAULT IS CONTINUING.
IF AN EVENT OF DEFAULT SHALL OCCUR THEN, UNLESS
ADMINISTRATIVE AGENT SHALL RECEIVE SUCH NOTICE FROM THE REQUIRED LENDERS OR ALL
EVENTS OF DEFAULT HAVE BEEN CURED OR WAIVED, EACH OUTSTANDING EURODOLLAR LOAN
SHALL BE CONVERTED TO A BASE RATE LOAN ON THE LAST DAY OF ITS INTEREST PERIOD.
THE FOREGOING IS WITHOUT PREJUDICE TO THE OTHER RIGHTS AND REMEDIES AVAILABLE
HEREUNDER UPON AN EVENT OF DEFAULT.
2.4
ADDITIONAL TERM B LOANS.
(A)
BORROWER SHALL HAVE THE RIGHT AT ANY TIME, SO LONG AS NO UNMATURED
EVENT OF DEFAULT OR EVENT OF DEFAULT THEN EXISTS, AND FROM TIME TO TIME, TO
INCUR FROM ONE OR MORE
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EXISTING LENDERS AND/OR OTHER PERSONS THAT ARE ELIGIBLE ASSIGNEES AND WHICH, IN
EACH CASE, AGREE TO MAKE SUCH LOANS TO BORROWER, LOANS AND COMMITMENTS TO MAKE
LOANS IN AN AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $25,000,000 LESS THE AMOUNT
OF SENIOR SECURED NOTES ISSUED AFTER THE CLOSING DATE, WHICH LOANS SHALL
CONSTITUTE TERM B LOANS HEREUNDER (THE "ADDITIONAL TERM B LOANS"); PROVIDED,
THAT THE TERMS AND CONDITIONS OF ANY ADDITIONAL TERM B LOANS SHALL BE THE SAME
AS THOSE APPLICABLE TO THE EXISTING TERM B LOAN.
(B)
IN THE EVENT THAT BORROWER DESIRES TO INCUR ADDITIONAL TERM