REQUEST SHALL SPECIFY THE FOLLOWING INFORMATION:
(I)
THE IDENTITY OF THE BORROWER;
(II)
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 (IV) AND (V) OF THIS PARAGRAPH SHALL BE SPECIFIED FOR EACH RESULTING
BORROWING);
(III)
THE EFFECTIVE DATE OF THE ELECTION MADE
PURSUANT TO SUCH INTEREST ELECTION REQUEST, WHICH SHALL BE A BUSINESS DAY;
(IV)
WHETHER THE RESULTING BORROWING IS TO BE AN
ABR BORROWING OR A EURODOLLAR BORROWING; AND
(V)
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 Company (on behalf of the applicable
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 LENDER OF THE
DETAILS THEREOF AND OF SUCH LENDER'S PORTION OF EACH RESULTING BORROWING.
(E)
IF THE COMPANY (ON BEHALF OF THE APPLICABLE
BORROWER) FAILS TO DELIVER A TIMELY INTEREST ELECTION REQUEST 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
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DEFAULT HAS OCCURRED AND IS CONTINUING AND THE ADMINISTRATIVE AGENT, AT THE
REQUEST OF THE REQUIRED LENDERS, SO NOTIFIES THE COMPANY (ON BEHALF OF THE
APPLICABLE BORROWER), THEN, SO LONG AS AN EVENT OF DEFAULT IS CONTINUING, (I) NO
OUTSTANDING BORROWING OF ANY BORROWER MAY BE CONVERTED TO OR CONTINUED AS A
EURODOLLAR BORROWING AND (II) UNLESS REPAID, EACH EURODOLLAR BORROWING OF EACH
BORROWER SHALL BE CONVERTED TO AN ABR BORROWING AT THE END OF THE INTEREST
PERIOD APPLICABLE THERETO.
SECTION 3.3
FEES.
(A)
THE COMPANY AGREES TO PAY TO THE
ADMINISTRATIVE AGENT FOR THE ACCOUNT OF EACH LENDER, A FACILITY FEE ("FACILITY
FEE"), WHICH SHALL ACCRUE AT A RATE PER ANNUM EQUAL TO THE APPLICABLE FACILITY
FEE PERCENTAGE ON THE DAILY AMOUNT OF THE COMMITMENT OF SUCH LENDER (REGARDLESS
OF USAGE) DURING THE PERIOD FROM AND INCLUDING THE AGREEMENT DATE TO BUT
EXCLUDING THE DATE ON WHICH SUCH COMMITMENT TERMINATES; PROVIDED THAT, IF SUCH
LENDER CONTINUES TO HAVE ANY LOANS OUTSTANDING AFTER ITS COMMITMENT TERMINATES,
THEN SUCH FACILITY FEE SHALL CONTINUE TO ACCRUE ON THE DAILY OUTSTANDING
PRINCIPAL AMOUNT OF SUCH LENDER'S LOANS FROM AND INCLUDING THE DATE ON WHICH
SUCH LENDER'S COMMITMENT TERMINATES TO BUT EXCLUDING THE DATE ON WHICH ALL LOANS
OF SUCH LENDER HAVE BEEN PAID IN FULL. ACCRUED FACILITY FEES SHALL BE PAYABLE IN
ARREARS ON THE LAST DAY OF MARCH, JUNE,