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 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 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 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".
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.
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(D)
PROMPTLY FOLLOWING RECEIPT OF AN INTEREST ELECTION REQUEST, THE
ADMINISTRATIVE 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 EURODOLLAR REVOLVING 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 ADMINISTRATIVE 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 REVOLVING BORROWING MAY BE
CONVERTED TO OR CONTINUED AS A EURODOLLAR BORROWING AND (II) UNLESS REPAID, EACH
EURODOLLAR REVOLVING BORROWING SHALL BE CONVERTED TO AN ABR BORROWING AT THE END
OF THE INTEREST PERIOD APPLICABLE THERETO.
SECTION 2.09.
TERMINATION AND REDUCTION OF COMMITMENTS; INCREASE IN
COMMITMENTS.
(A)
UNLESS PREVIOUSLY TERMINATED, THE COMMITMENTS SHALL TERMINATE
ON THE MATURITY DATE.
(B)
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 AND ON ANY LETTERS OF CREDIT, (II) THE CANCELLATION AND RETURN OF ALL
OUTSTANDING LETTERS OF CREDIT (OR ALTERNATIVELY, WITH RESPECT TO EACH SUCH
LETTER OF CREDIT, THE FURNISHING TO THE ADMINISTRATIVE AGENT OF A CASH DEPOSIT
(OR AT THE DISCRETION OF THE ADMINISTRATIVE AGENT A BACK UP STANDBY LETTER OF
CREDIT SATISFACTORY TO THE ADMINISTRATIVE AGENT) EQUAL