portion to which such Notice
applies, and the remaining portion to which it does not apply, are each in the
minimum amounts required hereby, (iii) no Committed Loan may be continued as, or
converted into, a Euro-Currency Loan when any Event of Default has occurred and
is continuing, provided, however, that if and for so long as Borrower shall have
an Investment Grade Rating from S&P and Moody's, if Borrower shall so request
and the Required Banks shall so elect, then a Committed Loan may be continued
as, or converted into, a
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Euro-Currency Loan when any Event of Default has occurred and is continuing, and
(iv) no Interest Period shall extend beyond the Maturity Date.
(B)
EACH NOTICE OF INTEREST RATE ELECTION SHALL SPECIFY:
(I)
THE GROUP OF LOANS (OR PORTION THEREOF) TO WHICH SUCH NOTICE
APPLIES;
(II)
THE DATE ON WHICH THE CONVERSION OR CONTINUATION SELECTED IN SUCH
NOTICE IS TO BE EFFECTIVE, WHICH SHALL COMPLY WITH THE APPLICABLE CLAUSE OF
SUBSECTION (A) ABOVE;
(III)
IF THE LOANS COMPRISING SUCH GROUP ARE TO BE CONVERTED, THE NEW
TYPE OF LOANS AND, IF SUCH NEW LOANS ARE EURO-CURRENCY LOANS, THE DURATION OF
THE INITIAL INTEREST PERIOD APPLICABLE THERETO; AND
(IV)
IF SUCH LOANS ARE TO BE CONTINUED AS EURO-CURRENCY LOANS FOR AN
ADDITIONAL INTEREST PERIOD, THE DURATION OF SUCH ADDITIONAL INTEREST PERIOD.
Each Interest Period specified in a Notice of Interest Rate Election shall
comply with the provisions of the definition of Interest Period.
(C)
UPON RECEIPT OF A NOTICE OF INTEREST RATE ELECTION FROM THE
BORROWER PURSUANT TO SUBSECTION (A) ABOVE, THE ADMINISTRATIVE AGENT SHALL NOTIFY
EACH BANK THE SAME DAY AS IT RECEIVES SUCH NOTICE OF INTEREST RATE ELECTION OF
THE CONTENTS THEREOF, THE INTEREST RATES DETERMINED PURSUANT THERETO AND THE
INTEREST PERIODS (IF DIFFERENT FROM THOSE REQUESTED BY THE BORROWER) AND SUCH
NOTICE SHALL NOT THEREAFTER BE REVOCABLE BY THE BORROWER.
IF THE BORROWER FAILS
TO DELIVER A TIMELY NOTICE OF INTEREST RATE ELECTION TO THE ADMINISTRATIVE AGENT
FOR ANY GROUP OF EURO-CURRENCY LOANS, SUCH DOLLAR LOANS SHALL BE CONVERTED INTO
BASE RATE LOANS ON THE LAST DAY OF THE THEN CURRENT INTEREST PERIOD APPLICABLE
THERETO.
SECTION 2.6.
Interest Rates.
(A)
EACH BASE RATE LOAN SHALL BEAR INTEREST ON THE OUTSTANDING
PRINCIPAL AMOUNT THEREOF, FOR EACH DAY FROM THE DATE SUCH LOAN IS MADE UNTIL THE
DATE IT IS REPAID OR CONVERTED INTO A EURO-CURRENCY LOAN PURSUANT TO SECTION
2.5, AT A RATE PER ANNUM EQUAL TO SUM OF THE BASE RATE PLUS THE APPLICABLE
MARGIN FOR BASE RATE LOANS FOR SUCH DAY.
(B)
EACH EURO-CURRENCY LOAN SHALL BEAR INTEREST ON THE OUTSTANDING
PRINCIPAL AMOUNT THEREOF, FOR EACH DAY DURING THE INTEREST PERIOD APPLICABLE
THERETO, AT A RATE PER ANNUM EQUAL TO THE SUM OF THE APPLICABLE MARGIN FOR
EURO-CURRENCY LOANS FOR SUCH DAY PLUS THE EURO-CURRENCY RATE APPLICABLE TO SUCH
INTEREST PERIOD.
(C)
IN THE EVENT THAT, AND FOR SO LONG AS, ANY EVENT OF DEFAULT SHALL
HAVE OCCURRED AND BE CONTINUING, ANY OVERDUE