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 LIBOR RATE
BORROWING; AND
(IV) IF THE RESULTING BORROWING IS A LIBOR RATE 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 LIBOR Rate 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 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 LIBOR RATE 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 AGENT, AT 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
LIBOR RATE BORROWING AND (II) UNLESS REPAID, EACH LIBOR RATE BORROWING SHALL BE
CONVERTED TO AN ABR BORROWING AT THE END OF THE THEN-CURRENT INTEREST PERIOD
APPLICABLE THERETO.
SECTION 2.09. TERMINATION AND REDUCTION OF COMMITMENTS.
(A)
UNLESS PREVIOUSLY
TERMINATED, ALL COMMITMENTS SHALL TERMINATE ON THE MATURITY DATE.
(B) UPON DELIVERING THE NOTICE REQUIRED BY SECTION 2.09(D), THE BORROWER MAY AT
ANY TIME TERMINATE THE COMMITMENTS UPON (I) THE PAYMENT IN FULL OF ALL
OUTSTANDING LOANS, TOGETHER WITH ACCRUED AND UNPAID INTEREST THEREON, (II) THE
CANCELLATION AND RETURN OF ALL OUTSTANDING LETTERS OF CREDIT (OR
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ALTERNATIVELY, WITH RESPECT TO EACH SUCH LETTER OF CREDIT, THE FURNISHING TO THE
AGENT OF A CASH DEPOSIT (OR AT THE DISCRETION OF THE AGENT A BACK UP STANDBY
LETTER OF CREDIT SATISFACTORY TO THE AGENT) EQUAL TO 101.5% OF THE LC EXPOSURE
AS OF SUCH DATE) AND (III) THE PAYMENT IN FULL OF ALL ACCRUED AND UNPAID FEES
AND ALL REIMBURSABLE EXPENSES AND OTHER OBLIGATIONS THEN DUE, TOGETHER WITH
ACCRUED AND UNPAID INTEREST THEREON.
(C) UPON DELIVERING THE NOTICE REQUIRED BY SECTION 2.09(D), THE BORROWER MAY
FROM TIME TO TIME REDUCE THE COMMITMENTS; 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 $5,000,000 AND (II) THE BORROWER SHALL NOT REDUCE THE
COMMITMENTS IF, AFTER GIVING EFFECT TO ANY CONCURRENT PREPAYMENT OF THE
REVOLVING LOANS IN ACCORDANCE WITH SECTION 2.10, THE SUM OF THE REVOLVING
EXPOSURES WOULD EXCEED