SECTION, THE BORROWER SHALL NOTIFY THE
ADMINISTRATIVE AGENT OF SUCH ELECTION BY TELEPHONE BY THE TIME THAT A BORROWING
REQUEST WOULD BE REQUIRED UNDER SECTION 2.03 IF THE BORROWER WERE REQUESTING A
BORROWING OF THE TYPE RESULTING FROM SUCH ELECTION TO BE MADE ON THE EFFECTIVE
DATE OF SUCH ELECTION.
EACH SUCH TELEPHONIC INTEREST ELECTION REQUEST SHALL BE
IRREVOCABLE AND SHALL BE CONFIRMED PROMPTLY BY HAND DELIVERY OR FACSIMILE TO THE
ADMINISTRATIVE AGENT OF AN EXECUTED WRITTEN INTEREST ELECTION REQUEST.
EACH
TELEPHONIC AND WRITTEN INTEREST ELECTION REQUEST SHALL SPECIFY THE FOLLOWING
INFORMATION IN COMPLIANCE WITH SECTION 2.02:
(I)
THE BORROWING TO WHICH SUCH INTEREST ELECTION REQUEST APPLIES
AND, IF DIFFERENT OPTIONS ARE BEING ELECTED WITH RESPECT TO DIFFERENT PORTIONS
THEREOF, THE PORTIONS THEREOF TO BE ALLOCATED TO EACH RESULTING BORROWING (IN
WHICH CASE THE INFORMATION TO BE SPECIFIED PURSUANT TO CLAUSES (III) AND
(IV) BELOW SHALL BE SPECIFIED FOR EACH RESULTING BORROWING);
(II)
THE EFFECTIVE DATE OF THE ELECTION MADE PURSUANT TO SUCH INTEREST
ELECTION REQUEST, WHICH SHALL BE A BUSINESS DAY;
(III)
IN THE CASE OF A BORROWING DENOMINATED IN US DOLLARS, WHETHER THE
RESULTING BORROWING IS TO BE AN ABR BORROWING OR A LIBOR BORROWING; AND
(IV)
IF THE RESULTING BORROWING IS TO BE A EURIBOR BORROWING OR A LIBOR
BORROWING, THE INTEREST PERIOD TO BE APPLICABLE THERETO AFTER GIVING EFFECT TO
SUCH ELECTION, WHICH SHALL BE A PERIOD CONTEMPLATED BY THE DEFINITION OF THE
TERM "INTEREST PERIOD".
If any such Interest Election Request requests a EURIBOR Borrowing or a LIBOR
Borrowing but does not specify an Interest Period, then the Borrower shall be
deemed to have selected an Interest Period of one month's duration.
(C)
PROMPTLY FOLLOWING RECEIPT OF AN INTEREST ELECTION REQUEST IN ACCORDANCE
WITH THIS SECTION, THE ADMINISTRATIVE AGENT SHALL ADVISE EACH LENDER OF THE
DETAILS THEREOF AND OF SUCH LENDER'S PORTION OF EACH RESULTING BORROWING.
(D)
IF THE BORROWER FAILS TO DELIVER A TIMELY INTEREST ELECTION REQUEST WITH
RESPECT TO A EURIBOR BORROWING OR A LIBOR BORROWING AND FAILS, AT OR PRIOR TO
THE TIME AT WHICH SUCH INTEREST ELECTION REQUEST FOR THE CONTINUATION OF SUCH
BORROWING FOR AN ADDITIONAL INTEREST PERIOD WOULD BE REQUIRED TO BE DELIVERED,
TO DELIVER A NOTICE PURSUANT TO SECTION 2.09 TO THE EFFECT THAT THE BORROWER
WILL REPAY SUCH BORROWING AT THE END OF THE APPLICABLE INTEREST PERIOD, THEN,
UNLESS SUCH BORROWING IS REPAID AS PROVIDED HEREIN, AT THE END OF SUCH INTEREST
PERIOD SUCH BORROWING SHALL (I) IN THE CASE OF A BORROWING DENOMINATED IN US
DOLLARS, BE CONVERTED TO AN ABR BORROWING AND (II) IN THE
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CASE OF A BORROWING DENOMINATED IN EURO OR STERLING, BE CONTINUED AS A EURIBOR
BORROWING OR A LIBOR BORROWING, AS THE CASE MAY BE, WITH AN INTEREST PERIOD OF
ONE MONTH'S DURATION.
NOTWITHSTANDING ANY CONTRARY PROVISION HEREOF, IF AN
EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING AND THE ADMINISTRATIVE AGENT, AT
THE REQUEST OF THE REQUIRED LENDERS, SO NOTIFIES THE BORROWER, THEN, SO LONG AS
AN EVENT