MAY BE BORROWED AS INDEX RATE LOANS.
THEREAFTER, THE BORROWER MAY ELECT TO CONVERT SUCH BORROWING INTO A DIFFERENT
TYPE OR TO CONTINUE SUCH BORROWING, AND IN THE CASE OF A EURODOLLAR BORROWING,
MAY ELECT INTEREST PERIODS THEREFOR, ALL AS PROVIDED IN THIS SECTION 2.8. THE
BORROWER MAY ELECT DIFFERENT OPTIONS WITH RESPECT TO DIFFERENT PORTIONS OF THE
AFFECTED BORROWING, IN WHICH CASE EACH SUCH PORTION SHALL BE ALLOCATED RATABLY
AMONG THE LENDERS HOLDING LOANS COMPRISING SUCH BORROWING, AND THE LOANS
COMPRISING 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 2.8, 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 2.8 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 SAME BUSINESS DAY AS THE REQUESTED DATE OF A CONVERSION INTO A BASE
RATE BORROWING OR AN INDEX 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
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BE A BUSINESS DAY, (III) WHETHER THE RESULTING BORROWING IS TO BE A BASE RATE
BORROWING, AN INDEX 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, INDEX RATE
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