YEAR), AND IN EACH CASE SHALL BE PAYABLE FOR THE ACTUAL NUMBER OF DAYS
ELAPSED (INCLUDING THE FIRST DAY BUT EXCLUDING THE LAST DAY).
THE APPLICABLE
ALTERNATE BASE RATE, ADJUSTED LIBO RATE OR LIBO RATE SHALL BE DETERMINED BY THE
ADMINISTRATIVE AGENT, AND SUCH DETERMINATION SHALL BE CONCLUSIVE ABSENT
DEMONSTRABLE ERROR.
SECTION 3.2.
INTEREST ELECTIONS
(A)
EACH BORROWING INITIALLY SHALL BE OF THE
TYPE SPECIFIED IN THE APPLICABLE BORROWING REQUEST OR DESIGNATED BY SECTION 2.3
AND, IN THE CASE OF A EURODOLLAR BORROWING, SHALL HAVE AN INITIAL INTEREST
PERIOD AS SPECIFIED IN SUCH BORROWING REQUEST OR DESIGNATED BY SECTION 2.3.
THEREAFTER, THE BORROWER MAY ELECT TO CONVERT SUCH BORROWING TO A DIFFERENT TYPE
OR TO CONTINUE SUCH BORROWING AND, IN THE CASE OF A EURODOLLAR BORROWING, MAY
ELECT INTEREST PERIODS THEREFOR, ALL AS PROVIDED IN THIS SECTION.
THE BORROWER
MAY ELECT DIFFERENT OPTIONS WITH RESPECT TO DIFFERENT PORTIONS OF THE AFFECTED
BORROWING, IN WHICH CASE EACH SUCH PORTION SHALL BE ALLOCATED RATABLY AMONG THE
APPLICABLE LENDERS HOLDING THE LOANS COMPRISING SUCH BORROWING, AND THE LOANS
COMPRISING EACH SUCH PORTION SHALL BE CONSIDERED A SEPARATE BORROWING.
THIS
SECTION SHALL NOT APPLY TO SWINGLINE BORROWINGS, WHICH MAY NOT BE CONVERTED OR
CONTINUED.
(B)
TO MAKE AN ELECTION PURSUANT TO THIS
SECTION, THE BORROWER SHALL NOTIFY THE ADMINISTRATIVE AGENT OF SUCH ELECTION BY
TELEPHONE BY THE TIME THAT A BORROWING REQUEST WOULD BE REQUIRED UNDER SECTION
2.3 IF THE BORROWER WERE REQUESTING A BORROWING OF THE TYPE RESULTING FROM SUCH
ELECTION TO BE MADE ON THE EFFECTIVE DATE OF SUCH ELECTION.
EACH SUCH
TELEPHONIC INTEREST ELECTION REQUEST SHALL BE IRREVOCABLE AND SHALL BE CONFIRMED
PROMPTLY BY HAND DELIVERY, E-MAIL OR FACSIMILE 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:
(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) OF THIS PARAGRAPH 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".
50
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 APPLICABLE LENDER
OF THE DETAILS THEREOF AND