which it does not apply, are each
in the minimum amounts required hereby, (iii) no 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 the
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Borrower shall have an Investment Grade Rating from S&P and Moody's, if the
Borrower shall so request and the Required Banks shall so elect, then a Loan may
be continued as, or converted into, a Euro-Currency Loan when any Event of
Default has occurred and is continuing, and (iv) no Interest Period shall extend
beyond the Maturity Date.
Loans in any currency may not be converted to be
Loans in a different currency.
(B)
EACH NOTICE OF INTEREST RATE ELECTION SHALL SPECIFY:
(I)
IF THE APPLICABLE LOANS ARE MULTICURRENCY REVOLVING/TERM
LOANS, DOLLAR TERM LOANS OR REVOLVING CREDIT LOANS;
(II)
THE GROUP OF LOANS (OR PORTION THEREOF) TO WHICH SUCH
NOTICE APPLIES;
(III)
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;
(IV)
IF THE LOANS COMPRISING SUCH GROUP OF LOANS 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
(V)
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 WITH LOANS AFFECTED THEREBY THE SAME DAY AS IT RECEIVES SUCH NOTICE OF
INTEREST RATE ELECTION OF THE CONTENTS THEREOF AND THE INTEREST RATES DETERMINED
PURSUANT THERETO 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 AND SUCH ALTERNATE CURRENCY LOANS
SHALL BE CONTINUED AS EURO-CURRENCY LOANS WITH AN INTEREST PERIOD OF ONE MONTH.
Section 2.8. 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 2.7, 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
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EQUAL TO THE SUM OF THE APPLICABLE MARGIN FOR EURO-CURRENCY