OF INTEREST RATE BORNE BY EACH GROUP OF LOANS
(SUBJECT TO SECTION 2.08(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; AND
(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 MAY
ELECT TO CONTINUE SUCH LOANS AS EURO-DOLLAR LOANS, AS OF THE END OF ANY INTEREST
PERIOD APPLICABLE THERETO, 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 Administrative Agent not later than 12:00 Noon (New York
City time) on the third Euro-Dollar Business Day before the conversion or
continuation selected in such notice 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.
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(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 2.08(A);
(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.
Each Interest Period specified in a Notice of Interest Rate Election shall
comply with the provisions of the definition of Interest Period.
(C)
PROMPTLY AFTER RECEIVING A NOTICE OF INTEREST RATE ELECTION FROM
THE BORROWER PURSUANT TO SECTION 2.08(A), THE ADMINISTRATIVE AGENT SHALL NOTIFY
EACH LENDER OF THE CONTENTS THEREOF AND SUCH NOTICE SHALL NOT THEREAFTER BE
REVOCABLE BY THE BORROWER.
(D)
THE BORROWER SHALL NOT BE ENTITLED TO ELECT TO CONVERT ANY
COMMITTED LOANS TO, OR CONTINUE ANY COMMITTED LOANS FOR AN ADDITIONAL INTEREST
PERIOD AS, EURO-DOLLAR LOANS IF (I) THE AGGREGATE PRINCIPAL AMOUNT