(a)
Each Revolving Borrowing
initially shall be of the Type specified in the applicable Borrowing Request
and, in the case of a Eurodollar Revolving Borrowing, shall have an initial
Interest Period as specified in such Borrowing Request. Thereafter, the US
Borrower or the Canadian Borrower, as applicable, may elect to convert such
Borrowing to a different Type or to continue such Borrowing and, in the case of
a Eurodollar Revolving Borrowing, may elect Interest Periods therefor, all as
provided in this Section. The US Borrower or the Canadian Borrower, as
applicable, may elect different options with respect to different portions of
the affected Borrowing, in which case each such portion shall be allocated
ratably among the US Lenders or Canadian Lenders, as applicable, 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, Overadvances or Protective Advances, which may not be
converted or continued.
(B)
TO MAKE AN ELECTION PURSUANT TO THIS SECTION, THE US BORROWER OR
THE CANADIAN BORROWER, AS APPLICABLE, SHALL NOTIFY THE US ADMINISTRATIVE AGENT
(WITH RESPECT TO ALL LOANS OTHER THAN CANADIAN REVOLVING LOANS MADE TO THE
CANADIAN BORROWER) OR THE CANADIAN ADMINISTRATIVE AGENT (WITH RESPECT TO ALL
CANADIAN REVOLVING LOANS MADE TO THE CANADIAN BORROWER), AS APPLICABLE, 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 REVOLVING BORROWING OF THE
TYPE RESULTING FROM SUCH ELECTION TO 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 US
ADMINISTRATIVE AGENT OR THE CANADIAN ADMINISTRATIVE AGENT, AS APPLICABLE, OF A
WRITTEN INTEREST ELECTION REQUEST IN A FORM APPROVED BY THE RELEVANT
ADMINISTRATIVE AGENT AND SIGNED BY SUCH BORROWER.
(C)
EACH TELEPHONIC AND WRITTEN INTEREST ELECTION REQUEST SHALL
SPECIFY THE FOLLOWING INFORMATION IN COMPLIANCE WITH SECTION 2.02:
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(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 OR, WITH RESPECT TO US$ CANADIAN
REVOLVING LOANS AND C$ CANADIAN REVOLVING LOANS, A CANADIAN BUSINESS DAY;
(III)
WHETHER SUCH BORROWING IS TO BE DENOMINATED IN US DOLLARS OR CDN
DOLLARS;
(IV)
WHETHER THE RESULTING BORROWING IS TO BE AN ABR BORROWING, A
CANADIAN ABR BORROWING, A CANADIAN PRIME RATE 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".