FEES WILL BE PAID TO THE
BANKS (IF ANY) TO THE EXTENT NECESSARY TO SATISFY SUCH REQUIREMENT).
Section 2.07
Method of Electing Interest Rates.
(A)
THE LOANS INCLUDED IN EACH BORROWING SHALL BEAR INTEREST INITIALLY
AT THE TYPE OF RATE SPECIFIED BY THE BORROWER IN THE APPLICABLE NOTICE OF
BORROWING.
THEREAFTER, THE BORROWER MAY FROM TIME TO TIME ELECT TO CHANGE OR
CONTINUE THE TYPE OF INTEREST RATE BORNE BY EACH GROUP OF LOANS (SUBJECT TO
SECTION 2.07(D) AND THE PROVISIONS OF ARTICLE 8), AS FOLLOWS:
(I)
IF SUCH LOANS ARE BASE RATE LOANS, THE BORROWER MAY ELECT TO
CONVERT SUCH LOANS TO EURO-DOLLAR LOANS AS OF ANY EURO-DOLLAR BUSINESS DAY;
(II)
IF SUCH LOANS ARE EURO-DOLLAR LOANS, THE BORROWER MAY ELECT TO
CONVERT SUCH LOANS TO BASE RATE LOANS AS OF ANY DOMESTIC BUSINESS DAY OR ELECT
TO CONTINUE SUCH LOANS AS EURO-DOLLAR LOANS FOR AN ADDITIONAL INTEREST PERIOD,
SUBJECT TO SECTION 2.13 IF ANY SUCH CONVERSION IS EFFECTIVE ON ANY DAY OTHER
THAN THE LAST DAY OF AN INTEREST PERIOD APPLICABLE TO SUCH LOANS.
Each such election shall be made by delivering a notice (a "Notice of Interest
Rate Election") to the Agent not later than 11:00 A.M. (New York City time) on
the third Euro-Dollar Business Day before the conversion or continuation
selected in such notice is to be effective (unless the relevant Loans are to be
converted from Euro-Dollar Loans to Base Rate Loans, in which case such notice
shall be delivered to the Agent not later than 11:00 A.M. (New York City time)
on the date such conversion is to be effective).
A Notice of Interest Rate
Election may, if it so specifies, apply to only a portion of the aggregate
principal amount of the relevant Group of Loans; provided that (i) such portion
is allocated ratably among the Loans comprising such Group and (ii) the portion
to which such Notice applies, and the remaining portion to which it does not
apply, are each at least $5,000,000 (unless such portion is comprised of Base
Rate Loans).
If no such notice is timely received before the end of an Interest
Period for any Group of Euro-Dollar Loans, the Borrower shall be deemed to have
elected that such Group of Loans be converted to Base Rate Loans at the end of
such Interest Period.
(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
SECTION 2.07(A) ABOVE;
(III)
IF THE LOANS COMPRISING SUCH GROUP ARE TO BE CONVERTED, THE NEW
TYPE OF LOANS AND, IF THE LOANS RESULTING FROM SUCH CONVERSION ARE TO BE
EURO-DOLLAR LOANS, THE DURATION OF THE NEXT SUCCEEDING INTEREST PERIOD
APPLICABLE THERETO; AND
(IV)
IF SUCH LOANS ARE TO BE CONTINUED AS EURO-DOLLAR LOANS FOR AN
ADDITIONAL INTEREST PERIOD, THE DURATION OF SUCH ADDITIONAL INTEREST PERIOD.