THE
REVOLVING CREDIT COMMITMENT OR THE TERM LOAN COMMITMENT, THE US 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, AND (II) WITH RESPECT TO A
EUROCURRENCY BORROWING, THE EURO BORROWER MAY ELECT INTEREST PERIODS THEREFOR,
ALL AS PROVIDED IN THIS SECTION. EACH BORROWER MAY ELECT DIFFERENT OPTIONS WITH
RESPECT TO DIFFERENT PORTIONS OF ITS AFFECTED BORROWING, IN WHICH CASE EACH SUCH
PORTION SHALL BE ALLOCATED RATABLY AMONG THE 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 OR EURO SWINGLINE BORROWINGS, WHICH MAY NOT BE CONVERTED OR
CONTINUED.
(B)
TO MAKE AN ELECTION PURSUANT TO THIS SECTION, THE US BORROWER OR
THE EURO BORROWER, AS APPLICABLE, SHALL NOTIFY THE ADMINISTRATIVE AGENT OR THE
EURO ADMINISTRATIVE AGENT, RESPECTIVELY, OF SUCH ELECTION BY TELEPHONE BY THE
TIME THAT A BORROWING REQUEST WOULD BE REQUIRED UNDER SECTION 2.03 IF SUCH
BORROWER WERE REQUESTING A BORROWING OF THE TYPE RESULTING FROM SUCH ELECTION TO
BE MADE ON THE EFFECTIVE DATE OF SUCH ELECTION. EACH SUCH
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TELEPHONIC INTEREST ELECTION REQUEST SHALL BE IRREVOCABLE AND SHALL BE CONFIRMED
PROMPTLY BY HAND DELIVERY OR TELECOPY TO THE ADMINISTRATIVE AGENT OR THE EURO
ADMINISTRATIVE AGENT, AS APPLICABLE, OF A WRITTEN INTEREST ELECTION REQUEST IN A
FORM APPROVED BY THE ADMINISTRATIVE AGENT AND SIGNED BY THE US BORROWER OR THE
EURO BORROWER, AS APPLICABLE.
(C)
EACH TELEPHONIC AND WRITTEN INTEREST ELECTION REQUEST SHALL
SPECIFY THE FOLLOWING INFORMATION IN COMPLIANCE WITH SECTION 2.02:
(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)
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 NEW YORK BUSINESS DAY (OR, IN THE CASE OF A
EUROCURRENCY BORROWING, A TARGET DAY THAT IS ALSO A LONDON BUSINESS DAY);
(III)
WHETHER THE RESULTING BORROWING IS TO BE AN ABR BORROWING, A
EURODOLLAR BORROWING OR A EUROCURRENCY BORROWING; AND
(IV)
IF THE RESULTING BORROWING IS A EURODOLLAR BORROWING OR A
EUROCURRENCY 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 Eurodollar Borrowing or a
Eurocurrency Borrowing but does not specify an Interest Period, then the US
Borrower or the Euro Borrower, as applicable, shall be deemed to have selected
an Interest Period of one month's duration.
(D)
PROMPTLY FOLLOWING RECEIPT OF AN INTEREST ELECTION REQUEST FROM
THE US BORROWER, THE ADMINISTRATIVE AGENT SHALL ADVISE EACH AFFECTED LENDER