LOANS) AND/OR ELECT TO
CONTINUE ALL OR ANY PORTION OF SUCH LOANS AS EURO-CURRENCY LOANS FOR AN
ADDITIONAL INTEREST PERIOD OR ADDITIONAL INTEREST PERIODS, IN EACH CASE
EFFECTIVE ON THE LAST DAY OF THE THEN CURRENT INTEREST PERIOD APPLICABLE TO SUCH
LOANS, OR ON SUCH OTHER DATE DESIGNATED BY BORROWER IN THE NOTICE OF INTEREST
RATE ELECTION PROVIDED BORROWER SHALL PAY ANY LOSSES PURSUANT TO SECTION 2.14.
Each such election shall be made by delivering a notice (a "Notice Of Interest
Rate Election") to the Administrative Agent at least three (3) Euro-Currency
Business Days prior to, but excluding, the effective date of the conversion or
continuation selected in such notice.
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, (ii) the portion to which such Notice
applies, and the remaining portion to which it does not apply, are each in the
minimum amounts required hereby, (iii) no Committed
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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 Borrower shall have an Investment Grade Rating from S&P and Moody's, if
Borrower shall so request and the Required Banks shall so elect, then a
Committed 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.
(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
SUBSECTION (A) ABOVE;
(III)
IF THE LOANS COMPRISING SUCH GROUP 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
(IV)
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, THE INTEREST RATES DETERMINED
PURSUANT THERETO AND THE INTEREST PERIODS (IF DIFFERENT FROM THOSE REQUESTED BY
THE BORROWER) 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