OR TELECOPY TO THE ADMINISTRATIVE AGENT OF A WRITTEN
INTEREST ELECTION REQUEST IN A FORM APPROVED BY THE ADMINISTRATIVE AGENT AND
SIGNED BY THE BORROWER.
(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 EURODOLLAR BORROWING; AND
(IV)
IF THE RESULTING BORROWING IS A EURODOLLAR
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
EURODOLLAR 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.
(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.
(E)
IF THE BORROWER FAILS TO DELIVER A TIMELY
INTEREST ELECTION REQUEST WITH RESPECT TO A EURODOLLAR 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 SUCH BORROWING
SHALL BE CONVERTED TO AN ABR BORROWING.
NOTWITHSTANDING ANY CONTRARY PROVISION
HEREOF, IF AN EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING AND THE
ADMINISTRATIVE AGENT, AT
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THE REQUEST OF THE REQUIRED LENDERS, SO NOTIFIES THE BORROWER, THEN, SO LONG AS
AN EVENT OF DEFAULT IS CONTINUING (I) NO OUTSTANDING BORROWING MAY BE CONVERTED
TO OR CONTINUED AS A EURODOLLAR BORROWING AND (II) UNLESS REPAID, EACH
EURODOLLAR BORROWING SHALL BE CONVERTED TO AN ABR BORROWING AT THE END OF THE
INTEREST PERIOD APPLICABLE THERETO.
SECTION 2.09.
Termination and Reduction of Commitments.
(a) Unless previously terminated, the Commitments shall terminate on the
Maturity Date.
(B)
THE BORROWER MAY AT ANY TIME TERMINATE, OR
FROM TIME TO TIME REDUCE PRO RATA, THE COMMITMENTS AS SPECIFIED IN THE NOTICE
SET FORTH IN (C) BELOW; PROVIDED THAT (I) EACH REDUCTION OF THE COMMITMENTS
SHALL BE IN AN AMOUNT THAT IS AN INTEGRAL MULTIPLE OF $1,000,000 AND NOT LESS
THAN $10,000,000 AND (II) THE BORROWER SHALL NOT TERMINATE OR REDUCE THE
COMMITMENTS IF, AFTER GIVING EFFECT TO ANY CONCURRENT PREPAYMENT OF THE LOANS IN
ACCORDANCE WITH SECTION 2.11, (I) THE SUM OF THE REVOLVING CREDIT EXPOSURES
WOULD EXCEED THE TOTAL COMMITMENTS, (II) THE SUM OF THE REVOLVER A CREDIT
EXPOSURES WOULD EXCEED THE REVOLVER A COMMITMENTS, OR (III) THE SUM OF THE
REVOLVER B CREDIT