Common use of Election of Eurocurrency Rate; Notice of Election Clause in Contracts

Election of Eurocurrency Rate; Notice of Election. Interest ------------------------------------------------------------ Periods; Minimum Amounts. ------------------------ (a) With respect to the Revolving Credit Loans, at the Domestic Borrowers' option, so long as no Default or Event of Default has occurred and is then continuing, the Domestic Borrowers may (i) elect to convert any Base Rate Loan or a portion thereof to a Eurocurrency Loan, (ii) at the time of any request for a Revolving Credit Loan, specify that such requested Revolving Credit Loan shall be a Eurocurrency Loan, or (iii) upon expiration of the applicable Interest Period, elect to maintain an existing Eurocurrency Loan as such, provided that the Domestic Borrowers give timely notice to the Managing Agent pursuant to (S)2.4(b) hereof. Upon determining any Eurocurrency Rate, the Managing Agent shall forthwith provide notice thereof to the Domestic Borrowers and the Lenders, and each such notice to the Borrowers and the Lenders shall be considered prima facie correct and binding, absent manifest error. (b) With respect to the Revolving Credit Loans, three (3) Business Days prior to the making of any Eurocurrency Loan or the conversion of any Base Rate Revolving Credit Loan to a Eurocurrency Loan, or, in the case of an outstanding Eurocurrency Loan, the expiration date of the applicable Interest Period, the Domestic Borrowers shall give written, telex or telecopy notice received by the Managing Agent not later than 2:00 P.M. (Boston time) of their election pursuant to (S)2.4(a) hereof. Each such notice delivered to the Managing Agent shall specify the aggregate principal amount of the Revolving Credit Loans to be borrowed or maintained as or converted to Eurocurrency Loans and the requested duration of the Interest Period that will be applicable to such Eurocurrency Loan, and shall be irrevocable and binding upon the

Election of Eurocurrency Rate; Notice of Election. Interest ------------------------------------------------------------ Periods; Minimum Amounts. ------------------------ (a) With respect to the Revolving Credit LoansTerm Loan, at the Domestic Borrowers' Borrower's option, so long as no Default or Event of Default has occurred and is then continuing, the Domestic Borrowers Borrower may (i) elect to convert any Base Rate Loan Advance or a portion thereof to a Eurocurrency LoanAdvance denominated in Dollars, and, (ii) at the time of any request for a Revolving Credit Loan, specify that such requested Revolving Credit Loan shall be a Eurocurrency Loan, or (iii) upon expiration of the applicable Interest Period, elect to maintain an existing Eurocurrency Loan Advance as such, provided that the Domestic Borrowers give Borrower gives timely notice to the Managing Agent pursuant to (S)2.4(bS)6.4(b) hereof. Upon determining any Eurocurrency Rate, the Managing Agent shall forthwith provide notice thereof to the Domestic Borrowers Borrower and the Lenders, and each such notice to the Borrowers Borrower and the Lenders shall be considered prima facie correct and binding, absent manifest error. (b) With respect to the Revolving Credit LoansTerm Loan, three (3) Business Days prior to the making of any Eurocurrency Loan or the conversion of any Base Rate Revolving Credit Loan Advance to a Eurocurrency LoanAdvance, or, in the case of an outstanding Eurocurrency LoanAdvance, the expiration date of the applicable Interest Period, an Authorized Signatory of the Domestic Borrowers Borrower shall give written, telex or telecopy notice received by the Managing Agent not later than 2:00 P.M. notice (Boston time) of their election pursuant to (S)2.4(aa) hereof. Each such notice delivered to the Managing Agent shall specify the aggregate principal amount of the Revolving Credit Loans Term Loan to be borrowed or maintained as or converted to Eurocurrency Loans Advances and the requested duration of the Interest Period that will be applicable to such Eurocurrency LoanAdvance, and shall be irrevocable and binding upon thethe Borrower. If the Borrower shall fail to give the Managing Agent notice of the Borrower's election hereunder together with all of the other information required by this (S)6.4 (b) with respect to any portion of the Term Loan, whether at the end of an Interest Period or otherwise, such portion of the Term Loan shall be deemed to be a Base Rate Advance.

Election of Eurocurrency Rate; Notice of Election. Interest ------------------------------------------------------------ ----------------------------------------------------------- Periods; Minimum Amounts. ------------------------ (a) With respect to the Revolving Credit LoansTerm Loan, at the Domestic U.S. Borrowers' option, so long as no Default or Event of Default has occurred and is then continuing, the Domestic U.S. Borrowers may (i) elect to convert any Base Rate Loan Advance or a portion thereof to a Eurocurrency LoanAdvance, and, (ii) at the time of any request for a Revolving Credit Loan, specify that such requested Revolving Credit Loan shall be a Eurocurrency Loan, or (iii) upon expiration of the applicable Interest Period, elect to maintain an existing Eurocurrency Loan Advance as such, provided that the Domestic U.S. Borrowers give timely notice to the Managing Agent pursuant to (S)2.4(bS)5.5(b) hereof. Upon determining any Eurocurrency Rate, the Managing Agent shall forthwith provide notice thereof to the Domestic U.S. Borrowers and the Lenders, and each such notice to the Borrowers and the Lenders shall be considered prima facie correct and binding, absent manifest error. (b) With respect to the Revolving Credit LoansTerm Loan, three (3) Business Days prior to the making of any Eurocurrency Loan or the conversion of any Base Rate Revolving Credit Loan Advance to a Eurocurrency LoanAdvance, or, in the case of an outstanding Eurocurrency LoanAdvance, the expiration date of the applicable Interest Period, an Authorized Signatory of the Domestic Borrowers Parent shall give written, telex or telecopy notice received by the Managing Agent not later than 2:00 P.M. (Boston time) of their election pursuant to (S)2.4(aS)5.5(a) hereof. Each such notice delivered to the Managing Agent shall specify the aggregate principal amount of the Revolving Credit Loans Term Loan to be borrowed or maintained as or converted to Eurocurrency Loans Advances and the requested duration of the Interest Period that will be applicable to such Eurocurrency LoanAdvance, and shall be irrevocable and binding upon thethe U.S. Borrowers. If the U.S. Borrowers shall fail to give the Managing Agent notice of their election hereunder together with all of the other information required by this (S)5.5

Election of Eurocurrency Rate; Notice of Election. Interest ------------------------------------------------------------ ----------------------------------------------------------- Periods; Minimum Amounts. ------------------------ (a) With respect to At the Revolving Credit Loans, at the Domestic Borrowers' option, so long as no Default or Event of Default has occurred and is then continuing, the Domestic Borrowers may (i) elect to convert any Base Rate Loan or a portion thereof to a Eurocurrency Revolving Credit Loan, (ii) at the time of any request for a Revolving Credit Loan, specify that such requested Revolving Credit Loan shall be a Eurocurrency Loan, or (iii) upon expiration of the applicable Interest Period, elect to maintain an existing Eurocurrency Revolving Credit Loan as such, provided that the Domestic -------- Borrowers give timely notice to the Managing Agent pursuant to (S)2.4(bS)2.5(b) hereof. Upon determining any Eurocurrency Rate, the Managing Agent shall forthwith provide notice thereof to the Domestic Borrowers and the Lenders, and each such notice to the Borrowers and the Lenders shall be considered prima facie correct and ----- ----- binding, absent manifest error. (b) With respect to the Revolving Credit Loans, three Three (3) Business Days prior to the making of any Eurocurrency Revolving Credit Loan or the conversion of any Base Rate Revolving Credit Loan to a Eurocurrency Revolving Credit Loan, or, in the case of an outstanding Eurocurrency Revolving Credit Loan, the expiration date of the applicable Interest Period, the Domestic Borrowers shall give written, telex or telecopy notice received by the Managing Agent not later than 2:00 P.M. 12:00 noon (Boston time) of their its election pursuant to (S)2.4(aS)2.5 (a) hereof. Each such notice delivered to the Managing Agent shall specify the aggregate principal amount of the Revolving Credit Loans to be borrowed or maintained as or converted to Eurocurrency Revolving Credit Loans and the requested duration of the (b) with respect to any Revolving Credit Loan, whether at the end of an Interest Period or otherwise, such Loan shall be deemed to be a Base Rate Loan. (c) Notwithstanding anything herein to the contrary, the Borrowers may not specify an Interest Period that will be applicable to such Eurocurrency Loan, and shall be irrevocable and binding upon thewould extend beyond the Maturity Date.