PORTION SHALL BE CONSIDERED A
SEPARATE BORROWING.
NOTWITHSTANDING ANYTHING TO THE CONTRARY, NO BORROWER SHALL
BE ENTITLED TO REQUEST ANY CONVERSION OR CONTINUATION THAT, IF MADE, WOULD
RESULT IN MORE THAN FIVE EURODOLLAR BORROWINGS OUTSTANDING HEREUNDER AT
40
ANY ONE TIME FOR ALL LOANS.
THIS SECTION SHALL NOT APPLY TO SWINGLINE
BORROWINGS, WHICH MAY NOT BE CONVERTED OR CONTINUED.
(B)
INTEREST ELECTION NOTICE.
TO MAKE AN ELECTION PURSUANT TO THIS
SECTION, THE RELEVANT BORROWER SHALL DELIVER, BY HAND DELIVERY OR TELECOPIER, A
DULY COMPLETED AND EXECUTED INTEREST ELECTION REQUEST TO THE ADMINISTRATIVE
AGENT NOT LATER THAN THE TIME THAT A BORROWING REQUEST WOULD BE REQUIRED UNDER
SECTION 2.03 IF THE RELEVANT BORROWER WERE REQUESTING A REVOLVING BORROWING OF
THE TYPE RESULTING FROM SUCH ELECTION TO BE MADE ON THE EFFECTIVE DATE OF SUCH
ELECTION.
EACH INTEREST ELECTION REQUEST SHALL BE IRREVOCABLE.
EACH 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,
OR IF OUTSTANDING BORROWINGS ARE BEING COMBINED, ALLOCATION 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 relevant Borrower shall be deemed to
have selected an Interest Period of one month's duration.
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.
(C)
AUTOMATIC CONVERSION TO ABR BORROWING.
IF AN INTEREST ELECTION
REQUEST WITH RESPECT TO A EURODOLLAR BORROWING IS NOT TIMELY DELIVERED 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, THE
ADMINISTRATIVE AGENT OR THE REQUIRED LENDERS MAY REQUIRE, BY NOTICE TO THE US
BORROWER, THAT (I) NO OUTSTANDING BORROWING MAY BE CONVERTED TO OR CONTINUED AS
A EURODOLLAR BORROWING AND (II) UNLESS REPAID, EACH EURODOLLAR BORROWING SHALL
BE CONVERTED TO AN ABR BORROWING AT THE END OF THE INTEREST PERIOD APPLICABLE
THERETO.
SECTION 2.09
[Intentionally Deleted].
SECTION 2.10
OPTIONAL AND MANDATORY PREPAYMENTS OF LOANS.
(A)
OPTIONAL PREPAYMENTS.
THE BORROWERS SHALL HAVE THE RIGHT AT ANY
TIME AND FROM TIME TO TIME