OF SUCH ELECTION.
EACH SUCH TELEPHONIC INTEREST ELECTION REQUEST SHALL BE IRREVOCABLE AND SHALL BE
CONFIRMED PROMPTLY BY HAND DELIVERY OR TELECOPY TO THE ADMINISTRATIVE AGENT OF A
WRITTEN INTEREST ELECTION REQUEST SUBSTANTIALLY IN THE FORM OF EXHIBIT D.
(C)
EACH TELEPHONIC AND WRITTEN INTEREST
ELECTION REQUEST SHALL SPECIFY THE FOLLOWING INFORMATION IN COMPLIANCE WITH
SECTION 2.02:
(I)
THE TERM 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 TERM BORROWING (IN WHICH CASE THE INFORMATION TO BE SPECIFIED
PURSUANT TO CLAUSES (III) AND (IV) BELOW SHALL BE SPECIFIED FOR EACH RESULTING
TERM 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 TERM BORROWING IS TO
BE AN ABR TERM BORROWING OR A EURODOLLAR TERM BORROWING; AND
(IV)
IF THE RESULTING TERM BORROWING IS A
EURODOLLAR TERM 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"; PROVIDED THAT UNTIL THE EARLIER OF
(I) THE DATE ON WHICH THE ADMINISTRATIVE AGENT SHALL HAVE NOTIFIED BORROWERS
THAT THE PRIMARY SYNDICATION OF THE COMMITMENTS HAS BEEN COMPLETED AND (II) THE
DATE WHICH IS 30 DAYS AFTER THE CLOSING DATE, THE INTEREST PERIOD SHALL BE SEVEN
DAYS.
If any such Interest Election Request requests a Eurodollar Term Borrowing but
does not specify an Interest Period, then Borrowers shall be deemed to have
selected an Interest Period of one month's duration (subject to the proviso in
clause (iv) above).
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 Term Borrowing.
34
(D)
AUTOMATIC CONVERSION TO ABR TERM BORROWING.
IF AN INTEREST ELECTION REQUEST WITH RESPECT TO A EURODOLLAR TERM BORROWING IS
NOT TIMELY DELIVERED PRIOR TO THE END OF THE INTEREST PERIOD APPLICABLE THERETO,
THEN, UNLESS SUCH EURODOLLAR TERM BORROWING IS REPAID AS PROVIDED HEREIN, AT THE
END OF SUCH INTEREST PERIOD SUCH EURODOLLAR TERM BORROWING SHALL BE CONVERTED TO
AN ABR TERM 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 BORROWERS, THEN, AFTER THE
OCCURRENCE AND DURING THE CONTINUANCE OF SUCH EVENT OF DEFAULT (I) NO
OUTSTANDING TERM BORROWING MAY BE CONVERTED TO OR CONTINUED AS A EURODOLLAR TERM
BORROWING AND (II) UNLESS REPAID, EACH EURODOLLAR TERM BORROWING SHALL BE
CONVERTED TO AN ABR TERM BORROWING AT THE END OF THE INTEREST PERIOD APPLICABLE
THERETO.
SECTION 2.09
AMORTIZATION OF TERM BORROWINGS.
BORROWERS SHALL PAY TO THE
ADMINISTRATIVE AGENT, FOR THE ACCOUNT OF THE LENDERS, ON THE DATES SET FORTH ON
ANNEX I, OR IF ANY SUCH DATE IS NOT A BUSINESS DAY, ON THE IMMEDIATELY PRECEDING
BUSINESS DAY