BY THE ADMINISTRATIVE AGENT AND
SIGNED BY THE RELEVANT BORROWER, OR THE COMPANY ON ITS BEHALF.
NOTWITHSTANDING
ANY CONTRARY PROVISION HEREIN, THIS SECTION SHALL NOT BE CONSTRUED TO PERMIT ANY
BORROWER TO (I) CHANGE THE CURRENCY OF ANY BORROWING, (II) ELECT AN INTEREST
PERIOD FOR EUROCURRENCY LOANS THAT DOES NOT COMPLY WITH SECTION 2.02(D) OR
(III) CONVERT ANY BORROWING TO A BORROWING OF A TYPE NOT AVAILABLE UNDER THE
CLASS OF COMMITMENTS PURSUANT TO WHICH SUCH BORROWING WAS MADE.
(C)
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)
WHETHER THE RESULTING BORROWING IS TO BE AN ABR BORROWING OR A
EUROCURRENCY BORROWING; AND
(IV)
IF THE RESULTING BORROWING IS A EUROCURRENCY BORROWING, THE INTEREST
PERIOD AND AGREED CURRENCY TO BE APPLICABLE THERETO AFTER GIVING EFFECT TO SUCH
ELECTION, WHICH INTEREST PERIOD SHALL BE A PERIOD CONTEMPLATED BY THE DEFINITION
OF THE TERM "INTEREST PERIOD".
If any such Interest Election Request requests a Eurocurrency Borrowing but does
not specify an Interest Period, then the applicable Borrower shall be deemed to
have selected an Interest Period of one month's duration.
(D)
PROMPTLY FOLLOWING RECEIPT OF AN INTEREST ELECTION REQUEST, THE
ADMINISTRATIVE AGENT SHALL ADVISE EACH LENDER OF THE DETAILS THEREOF AND OF SUCH
LENDER'S PORTION OF EACH RESULTING BORROWING.
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(E)
IF THE RELEVANT BORROWER FAILS TO DELIVER A TIMELY INTEREST ELECTION
REQUEST WITH RESPECT TO A EUROCURRENCY BORROWING PRIOR TO THE END OF THE
INTEREST PERIOD APPLICABLE THERETO, THEN, UNLESS SUCH BORROWING IS REPAID AS
PROVIDED HEREIN, AT THE END OF SUCH INTEREST PERIOD (I) IN THE CASE OF A
BORROWING DENOMINATED IN DOLLARS BORROWED BY THE COMPANY, SUCH BORROWING SHALL
BE CONVERTED TO AN ABR BORROWING AND (II) IN THE CASE OF A BORROWING DENOMINATED
IN A FOREIGN CURRENCY (OR IN DOLLARS BY A FOREIGN SUBSIDIARY BORROWER), SUCH
BORROWING SHALL AUTOMATICALLY CONTINUE AS A EUROCURRENCY BORROWING IN THE SAME
AGREED CURRENCY WITH AN INTEREST PERIOD OF ONE MONTH UNLESS SUCH EUROCURRENCY
BORROWING IS OR WAS REPAID IN ACCORDANCE WITH SECTION 2.11.
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 COMPANY, THEN, SO LONG AS AN EVENT OF DEFAULT IS CONTINUING (I) NO
OUTSTANDING BORROWING BORROWED BY THE COMPANY MAY BE CONVERTED TO OR CONTINUED
AS A EUROCURRENCY BORROWING, (II) UNLESS REPAID, EACH EUROCURRENCY BORROWING
BORROWED BY THE COMPANY SHALL BE CONVERTED TO AN ABR BORROWING (AND ANY SUCH
EUROCURRENCY BORROWING IN A FOREIGN