Common use of Borrowing; Conversion; Continuation Clause in Contracts

Borrowing; Conversion; Continuation. Borrower may from time to time, on or after the Closing Date, request in a written or telephonic communication with Agent: (i) Loans (other than Term Loan No. 2 or, at any time after the earlier of December 26, 1999 and the date of any sale of the Pledged Stock, the Bridge Loan) to constitute Eurodollar Rate Loans (pursuant to SECTION 2.12(C)); (ii) that Reference Rate Loans (other than Term Loan No. 2) be converted into Eurodollar Rate Loans; or (iii) that existing Eurodollar Rate Loans continue for an additional Interest Period. Any such request shall specify the aggregate amount of the requested Eurodollar Rate Loans, the proposed funding date therefor (which shall be a Business Day, and with respect to continued Eurodollar Rate shall be the last day of the Interest Period of the existing Eurodollar Rate loans being continued), and the proposed Interest Period, in each case subject to the limitations set forth below). Eurodollar Rate Loans may only be made, continue, or be extended if, as of the proposed funding date therefor each of the following conditions is satisfied: (i) no Event of Default exists; (ii) no more than 5 Interest Periods may be in effect at any one time (PROVIDED, that no more than 2 Interest Periods with respect to the Bridge Loan may be in effect at any time); (iii) the amount of each Eurodollar Rate Loan borrowed, converted, or continued must be in an amount not less than $1,000,000 and integral multiples of $500,000 in excess thereof; (iv) Agent shall have determined that the Interest Period or Adjusted Eurodollar Rate is available to Agent and can be readily determined as of the date of the request for such Eurodollar Rate Loan by Borrower; (v) Agent shall have received such request at least 2 Business Days prior to the proposed funding date therefor; (vi) no portion of Term Loan No. 2 shall be a Eurodollar Rate Loan; and (vii) no portion of the Bridge shall be a Eurodollar Rate Loan at any time after the earlier of December 26, 1999 and the date of any sale of the Pledge Stock. Any request by Borrower to borrow Eurodollar Rate Loans, to convert Reference Rate Loans to Eurodollar Rate Loans, or to continue any existing Eurodollar Rate Loans shall be irrevocable, except to the extent that Agent shall determine under SECTIONS 2.12(a), 2.13 or 2.14 that such Eurodollar Rate Loans cannot be made or continued. -44- 45

Borrowing; Conversion; Continuation. Borrower may from time to time, on or after the Closing Date, request in a written or telephonic communication with the Agent: (i) Loans (other than Term Loan No. 2 or, at any time after the earlier a Borrowing consisting of December 26, 1999 and the date of any sale of the Pledged Stock, the Bridge Loan) to constitute Eurodollar Rate Loans (pursuant to SECTION 2.12(CSection 2.1(d)); (ii) that Reference Base Rate Loans (other than Term Loan No. 2) be converted into Eurodollar Rate Loans; or (iii) that existing Eurodollar Rate Loans continue for an additional Interest Period. Any such request shall specify the aggregate amount of the requested Eurodollar Rate Loans, the proposed funding date therefor Funding Date (which shall be a Business Day, and with respect to continued Eurodollar Rate Loans shall be the last day of the Interest Period of the existing Eurodollar Rate loans Loans being continued), and the proposed Interest Period, in each case subject to the limitations set forth below). Eurodollar Rate Loans may only be made, continuecontinued, or be extended if, as of the proposed funding date therefor Funding Date each of the following conditions is satisfied: (i) no Event of Default exists; (ii) no more than 5 five Interest Periods may be in effect at any one time (PROVIDED, that no more than 2 Interest Periods with respect to the Bridge Loan may be in effect at any time); (iii) the amount of each Eurodollar Rate Loan borrowed, converted, or continued must be in an amount not less than $1,000,000 and integral multiples of $500,000 in excess thereof; (iv) the Agent shall have determined that the Interest Period or Adjusted Eurodollar Rate is available to Agent through the Bank and can be readily determined as of the date of the request for such Eurodollar Rate Loan by Borrower;; and (v) the Agent shall have received such request at least 2 two Business Days prior to the proposed funding date therefor; (vi) no portion of Term Loan No. 2 shall be a Eurodollar Rate Loan; and (vii) no portion of the Bridge shall be a Eurodollar Rate Loan at any time after the earlier of December 26, 1999 and the date of any sale of the Pledge StockFunding Date. Any request by Borrower to borrow Eurodollar Rate Loans, to convert Reference Base Rate Loans to Eurodollar Rate Loans, Loans or to continue any existing Eurodollar Rate Loans shall be irrevocable, except to the extent that the Agent or a Lender shall determine under SECTIONS 2.12(aSections 2.13(a), 2.13 2.14 or 2.14 2.15 that such Eurodollar Rate Loans cannot be made or continued. -44- 45.

Borrowing; Conversion; Continuation. Borrower may from time to time, on or after the Closing Date, request in a written or telephonic communication with the Agent: (i) Loans (other than Term Loan No. 2 or, at any time after the earlier a Borrowing consisting of December 26, 1999 and the date of any sale of the Pledged Stock, the Bridge Loan) to constitute Eurodollar Rate Loans (pursuant to SECTION 2.12(CSection 2.1(d)); (ii) that Reference Base Rate Loans (other than Term Loan No. 2) be converted into Eurodollar Rate Loans; or (iii) that existing Eurodollar Rate Loans continue for an additional Interest Period. Any such request shall specify the aggregate amount of the requested Eurodollar Rate Loans, the proposed funding date therefor Funding Date (which shall be a Business Day, and with respect to continued Eurodollar Rate Loans shall be the last day of the Interest Period of the existing Eurodollar Rate loans Loans being continued), and the proposed Interest Period, in each case subject to the limitations set forth below). Eurodollar Rate Loans may only be made, continuecontinued, or be extended if, as of the proposed funding date therefor Funding Date each of the following conditions is satisfied: (i) no Event of Default exists; (ii) no more than 5 five Interest Periods may be in effect at any one time (PROVIDED, that no more than 2 Interest Periods with respect to the Bridge Loan may be in effect at any time); (iii) the amount of each Eurodollar Rate Loan borrowed, converted, or continued must be in an amount not less than $1,000,000 and integral multiples of $500,000 in excess thereof; (iv) the Agent shall have determined that the Interest Period or Adjusted Eurodollar Rate is available to Agent through the Bank and can be readily determined as of the date of the request for such Eurodollar Rate Loan by Borrower;; and (v) the Agent shall have received such request at least 2 two Business Days prior to the proposed funding date therefor; (vi) no portion of Term Loan NoFunding Date. 2 shall be a Eurodollar Rate Loan; and (vii) no portion of the Bridge shall be a Eurodollar Rate Loan at any time after the earlier of December 26Schedule 1, 1999 and the date of any sale of the Pledge StockPg. 41 48 Any request by Borrower to borrow Eurodollar Rate Loans, to convert Reference Base Rate Loans to Eurodollar Rate Loans, Loans or to continue any existing Eurodollar Rate Loans shall be irrevocable, except to the extent that the Agent or a Lender shall determine under SECTIONS 2.12(aSections 2.13(a), 2.13 2.14 or 2.14 2.15 that such Eurodollar Rate Loans cannot be made or continued. -44- 45.

Borrowing; Conversion; Continuation. Borrower Borrowers may from time to time, on or after the Closing DateRestatement Date (and subject to the satisfaction of the requirements of Sections 3.1 and 3.2), request in a written or telephonic communication with Agent: (i) Loans (other than Term Loan No. 2 or, at any time after the earlier Advances made up of December 26, 1999 and the date of any sale of the Pledged Stock, the Bridge Loan) to constitute Eurodollar Rate Loans (pursuant to SECTION 2.12(C))Loans; (ii) that Reference Base Rate Loans (other than Term Loan No. 2) be converted into Eurodollar Rate Loans; or (iii) that existing Eurodollar Rate Loans continue for an additional Interest Period. Any such request shall specify the aggregate amount of the requested Eurodollar Rate Loans, the proposed funding date Funding Date therefor (which shall be a Business Day, and with respect to continued Eurodollar Rate Loans shall be the last day of the Interest Period of the existing Eurodollar Rate loans Loans being continued), and the proposed Interest Period, Period (in each case subject to the limitations set forth below). Eurodollar Rate Loans may only be made, continuecontinued, or be extended if, as of the proposed funding date therefor Funding Date therefor, each of the following conditions is satisfied: (i) no Event of Default exists; (ii) no more than 5 five Interest Periods may would be in effect at any one time (PROVIDED, that no more than 2 Interest Periods with respect to the Bridge Loan may be in effect at any time); (iii) the amount of each Eurodollar Rate Loan borrowed, converted, or continued must be in an amount not less than $1,000,000 500,000 and integral multiples of $500,000 100,000 in excess thereof; (iv) Agent shall have determined that the Interest Period or Adjusted Eurodollar Rate is available to Agent it and can be readily determined as of the date of the request for such Eurodollar Rate Loan by Borrower;Borrowers; and (v) Agent shall have received such request at least 2 two Business Days prior to the proposed funding date Funding Date therefor; (vi) no portion of Term Loan No. 2 shall be a Eurodollar Rate Loan; and (vii) no portion of the Bridge shall be a Eurodollar Rate Loan at any time after the earlier of December 26, 1999 and the date of any sale of the Pledge Stock. Any request by Borrower Borrowers to borrow Eurodollar Rate Loans, to convert Reference Base Rate Loans to Eurodollar Rate Loans, or to continue any existing Eurodollar Rate Loans shall be irrevocable, except to the extent that the Agent shall determine under SECTIONS 2.12(aSection 2.14(a), 2.13 or 2.14 as to any Lender that determines under Section 2.15, that such Eurodollar Rate Loans cannot be made or continued. -44- 45.

Borrowing; Conversion; Continuation. Borrower may from time to time, on or after the Closing Date, request in a written or telephonic communication with the Facility Agent: (i) Loans (other than Term Loan No. 2 or, at any time after the earlier a Borrowing consisting of December 26, 1999 and the date of any sale of the Pledged Stock, the Bridge Loan) to constitute Eurodollar Rate Loans (pursuant to SECTION 2.12(CSection 2.1 (d)); (ii) that Reference Rate Loans (other than Term Loan No. 2) be converted into Eurodollar Rate Loans; or (iii) that existing Eurodollar Rate Loans continue for an additional Interest Period. Any such request shall specify the aggregate amount of the requested Eurodollar Rate Loans, the proposed funding date therefor Funding Date (which shall be a Business Day, and with respect to continued Eurodollar Rate Loans shall be the last day of the Interest Period of the existing Eurodollar Rate loans Loans being continued), and the proposed Interest Period, in each case subject to the limitations set forth below). Eurodollar Rate Loans may only be made, continuecontinued, or be extended if, as of the proposed funding date therefor Funding Date each of the following conditions is satisfied: (i) no Event of Default exists; (ii) no more than 5 five Interest Periods may be in effect at any one time (PROVIDED, that no more than 2 Interest Periods with respect to the Bridge Loan may be in effect at any time); (iii) the amount of each Eurodollar Rate Loan borrowed, converted, or continued must be in an amount not less than $1,000,000 and integral multiples of $500,000 in excess thereof; (iv) the Facility Agent shall have determined that the Interest Period or Adjusted Eurodollar Rate is available to Facility Agent through the Reference Bank and can be readily determined as of the date of the request for such Eurodollar Rate Loan by Borrower;; and (v) the Facility Agent shall have received such request at least 2 two Business Days prior to the proposed funding date therefor; (vi) no portion of Term Loan No. 2 shall be a Eurodollar Rate Loan; and (vii) no portion of the Bridge shall be a Eurodollar Rate Loan at any time after the earlier of December 26, 1999 and the date of any sale of the Pledge StockFunding Date. Any request by Borrower to borrow Eurodollar Rate Loans, to convert Reference Rate Loans to Eurodollar Rate Loans, Loans or to continue any existing Eurodollar Rate Loans shall be irrevocable, except to the extent that the Facility Agent or a Lender shall determine under SECTIONS 2.12(aSections 2.13(a), 2.13 2.14 or 2.14 2.15 that such Eurodollar Rate Loans cannot be made or continued. -44- 45.