Common use of Election of Eurodollar Pricing Options Clause in Contracts

Election of Eurodollar Pricing Options. Subject to all of the terms and conditions hereof and so long as no Default exists, the Borrower may from time to time, by irrevocable notice to the Administrative Agent, actually received not less than two (2) Banking Days prior to the commencement of the Eurodollar Interest Period selected in such notice, elect to have such portion of a Loan as the Borrower may specify in such notice accrue and bear interest during the Eurodollar Interest Period so selected at the Applicable Rate computed on the basis of the Eurodollar Rate. No such election shall become effective: (i) if, prior to the commencement of any such Eurodollar Interest Period, the Administrative Agent determines that (i) the electing or granting of the Eurodollar Pricing Option in question would violate a Bank Legal Requirement, (ii) Eurodollar deposits in an amount comparable to the principal amount of the Loan as to which such Eurodollar Pricing Option has been elected and which have a term corresponding to the proposed Eurodollar Interest Period are not readily available in the inter-bank Eurodollar market, or (iii) by reason of circumstances affecting the inter-bank Eurodollar market, adequate and reasonable methods do not exist for ascertaining the interest rate applicable to such deposits for the proposed Eurodollar Interest Period; or (ii) if any Bank shall have advised the Administrative Agent, by telephone or otherwise at or prior to noon (Tulsa, Oklahoma time) on the Banking Day immediately prior to the commencement of such proposed Eurodollar Interest Period (and shall have subsequently confirmed in writing) that, after reasonable efforts to determine the availability of such Eurodollar deposits, such Bank reasonably anticipates that Eurodollar deposits in an amount equal to the Percentage Interest of such Bank in the portion of such Loan as to which such Eurodollar Pricing Option has been elected and which have a term corresponding to the Eurodollar Interest Period in question will not be offered in the Eurodollar market to such Bank at a rate of interest that does not exceed the anticipated Eurodollar Basic Rate.

Election of Eurodollar Pricing Options. Subject to all of the terms and conditions hereof and so long as no Default exists, the any Borrower may from time to time, by irrevocable notice to the Administrative Agent, Agent actually received not less than two (2) three Banking Days prior to the commencement of the Eurodollar Interest Period selected in such notice, elect to have such portion of a Loan the Revolving Loans as the such Borrower may specify in such notice accrue and bear interest during the Eurodollar Interest Period so selected at the Applicable Rate computed on the basis of the Eurodollar Rate. No such election shall become effective: (ia) if, prior to the commencement of any such Eurodollar Interest Period, the Administrative Agent determines that (i) the electing or granting of the Eurodollar Pricing Option in question would violate a Bank Legal Requirement, (ii) Eurodollar deposits in an amount comparable to the principal amount of the Revolving Loan as to which such Eurodollar Pricing Option has been elected and which have a term corresponding to the proposed Eurodollar Interest Period are not readily available in the inter-bank Eurodollar market, or (iii) by reason of circumstances affecting the inter-bank Eurodollar market, adequate and reasonable methods do not exist for ascertaining the interest rate applicable to such deposits for the proposed Eurodollar Interest Period; or (iib) if any Bank Lender shall have advised the Administrative Agent, Agent by telephone or otherwise at or prior to noon (Tulsa, Oklahoma Boston time) on the second Banking Day immediately prior to the commencement of such proposed Eurodollar Interest Period (and shall have subsequently confirmed in writing) that, after reasonable efforts to determine the availability of such Eurodollar deposits, such Bank Lender reasonably anticipates that Eurodollar deposits in an amount equal to the Percentage Interest of such Bank Lender in the portion of such the Revolving Loan as to which such Eurodollar Pricing Option has been elected and which have a term corresponding to the Eurodollar Interest Period in question will not be offered in the Eurodollar market to such Bank Lender at a rate of interest that does not exceed the anticipated Eurodollar Basic Rate.

Election of Eurodollar Pricing Options. Subject to all of the terms and conditions hereof and so long as no Default exists, the any Borrower may from time to time, by irrevocable notice to the Administrative Agent, Agent actually received not less than two (2) three Banking Days prior to the commencement of the Eurodollar Interest Period selected in such notice, elect to have such portion of a the Revolving Loan as the such Borrower may specify in such notice accrue and bear interest during the Eurodollar Interest Period so selected at the Applicable Rate computed on the basis of the Eurodollar Rate. No such election shall become effective: (ia) if, prior to the commencement of any such Eurodollar Interest Period, the Administrative Agent determines that (i) the electing or granting of the Eurodollar Pricing Option in question would violate a Bank Legal Requirement, (ii) Eurodollar deposits in an amount comparable to the principal amount of the Revolving Loan as to which such Eurodollar Pricing Option has been elected and which have a term corresponding to the proposed Eurodollar Interest Period are not readily available in the inter-bank Eurodollar market, or (iii) by reason of circumstances affecting the inter-bank Eurodollar market, adequate and reasonable methods do not exist for ascertaining the interest rate applicable to such deposits for the proposed Eurodollar Interest Period; or (iib) if any Bank Lender shall have advised the Administrative Agent, Agent by telephone or otherwise at or prior to noon (Tulsa, Oklahoma Boston time) on the second Banking Day immediately prior to the commencement of such proposed Eurodollar Interest Period (and shall have subsequently confirmed in writing) that, after reasonable efforts to determine the availability of such Eurodollar deposits, such Bank Lender reasonably anticipates that Eurodollar deposits in an amount equal to the Percentage Interest of such Bank Lender in the portion of such the Revolving Loan as to which such Eurodollar Pricing Option has been elected and which have a term corresponding to the Eurodollar Interest Period in question will not be offered in the Eurodollar market to such Bank Lender at a rate of interest that does not exceed the anticipated Eurodollar Basic Rate.

Election of Eurodollar Pricing Options. Subject to all of the terms and conditions hereof and so long as no Default exists, the Borrower Company may from time to time, by irrevocable notice to the Administrative Agent, Agent actually received by noon (New York City time) not less than two (2) three Banking Days prior to the commencement of the Eurodollar Interest Period selected in such notice, elect to have such portion of a any Loan as (excluding the Borrower may specify Swingline Loan) specified by the Company in such notice accrue and bear interest during the Eurodollar Interest Period so selected at the Applicable Rate computed on the basis of the Eurodollar Rate. In the event the Company at any time does not elect a Eurodollar Pricing Option under this Section 3.2.1 for any Loan (upon termination of a Eurodollar Pricing Option or otherwise), then such Loan will accrue and bear interest at the Applicable Rate based on the Base Rate. No such election shall become effective: (i) effective if, prior to the commencement of any such Eurodollar Interest Period, the Administrative Agent determines that (i) the electing or granting of the Eurodollar Pricing Option in question would violate a Bank Legal Requirement, (ii) Eurodollar deposits in an amount comparable to the principal amount of the Loan as to which such Eurodollar Pricing Option has been elected and which have a term corresponding to the proposed Eurodollar Interest Period are not readily available in the inter-–bank Eurodollar market, or (iii) by reason of circumstances affecting the Table of Contents inter-bank Eurodollar market, adequate and reasonable methods do not exist for ascertaining the interest rate applicable to such deposits for the proposed Eurodollar Interest Period; or (ii) or if any Bank Lender shall have advised the Administrative Agent, Agent by telephone or otherwise at or prior to noon (Tulsa, Oklahoma New York City time) on the second Banking Day immediately prior to the commencement of such proposed Eurodollar Interest Period (and shall have subsequently confirmed in writing) that, after reasonable efforts to determine the availability of such Eurodollar deposits, such Bank Lender reasonably anticipates that Eurodollar deposits in an amount equal to the Percentage Interest of such Bank in the portion of such Lender’s Loan as to which such Eurodollar Pricing Option has been elected and which have a term corresponding to the Eurodollar Interest Period in question will not be offered in the Eurodollar market to such Bank at a rate of interest that does not exceed the anticipated Eurodollar Basic RateLender.

Election of Eurodollar Pricing Options. Subject to all of -------------------------------------- the terms and conditions hereof and so long as no Default exists, the Borrower Company may from time to time, by irrevocable notice to the Administrative Agent, Agent actually received not less than two (2) three Banking Days prior to the commencement of the Eurodollar Interest Period selected in such notice, elect to have such portion of a the Loan (excluding the Swingline Loan) as the Borrower Company may specify in such notice accrue and bear interest during the Eurodollar Interest Period so selected at the Applicable Rate computed on the basis of the Eurodollar Rate. No such election shall become effective: (ia) if, prior to the commencement of any such Eurodollar Interest Period, the Administrative Agent determines that (i) the electing or granting of the Eurodollar Pricing Option in question would violate a Bank Legal Requirement, (ii) Eurodollar deposits in an amount comparable to the principal amount of the Loan as to which such Eurodollar Pricing Option has been elected and which have a term corresponding to the proposed Eurodollar Interest Period are not readily available in the inter-bank Eurodollar market, or (iii) by reason of circumstances affecting the inter-bank Eurodollar market, adequate and reasonable methods do not exist for ascertaining the interest rate applicable to such deposits for the proposed Eurodollar Interest Period; or (iib) if any Bank Lender shall have advised the Administrative Agent, Agent by telephone or otherwise at or prior to noon (Tulsa, Oklahoma Boston time) on the second Banking Day immediately prior to the commencement of such proposed Eurodollar Interest Period (and shall have subsequently confirmed in writing) that, after reasonable efforts to determine the availability of such Eurodollar deposits, such Bank Lender reasonably anticipates that Eurodollar deposits in an amount equal to the Revolving Loan Percentage Interest or Term Loan Percentage Interest, as the case may be, of such Bank Lender in the portion of such the Loan as to which such Eurodollar Pricing Option has been elected and which have a term corresponding to the Eurodollar Interest Period in question will not be offered in the Eurodollar market to such Bank at a rate of interest that does not exceed the anticipated Eurodollar Basic RateLender.

Election of Eurodollar Pricing Options. Subject to all of the terms and conditions hereof and so long as no Default exists, the Borrower may from time to time, by irrevocable notice to the Administrative Agent, Agent actually received not less than two (2) three Banking Days prior to the commencement of the Eurodollar Interest Period selected in such notice, elect to have such portion of a the Loan as the Borrower may specify in such notice accrue and bear interest during the Eurodollar Interest Period so selected at the Applicable Rate computed on the basis of the Eurodollar Rate. In the event the Borrower at any time fails to elect a Eurodollar Pricing Option under this Section 3.2.1 for any portion of the Loan, then, in the case of the Revolving Loan, Term Loan A and the Deferred Term Loan, such portion of the Loan will accrue and bear interest at the Applicable Rate based on the Base Rate and, in the case of Term Loan B, the Borrower shall automatically be deemed to have elected under this Section 3.2.1 a Eurodollar Interest Period of one month for such portion of Term Loan B. Simultaneous elections by the Borrower for the same Eurodollar Interest Period of a portion of either the Revolving Loan, Term Loan A, Term Loan B or the Deferred Term Loan or all of them on a combined basis shall be deemed to be the election of a single Eurodollar Pricing Option. No such election of a Eurodollar Pricing Option shall become effective: (ia) if, prior to the commencement of any such Eurodollar Interest Period, the Administrative Agent determines that (i) the electing or granting of the Eurodollar Pricing Option in question would violate a Bank Legal Requirement, (ii) Eurodollar deposits in an amount comparable to the principal amount of the Loan as to which such Eurodollar Pricing Option has been elected and which have a term corresponding to the proposed Eurodollar Interest Period are not readily available in the inter-bank Eurodollar market, or (iii) by reason of circumstances affecting the inter-bank Eurodollar market, adequate and reasonable methods do not exist for ascertaining the interest rate applicable to such deposits for the proposed Eurodollar Interest Period; or (iib) if any Bank Lender shall have advised the Administrative Agent, Agent by telephone or otherwise at or prior to noon (Tulsa, Oklahoma Boston time) on the second Banking Day immediately prior to the commencement of such proposed Eurodollar Interest Period (and shall have subsequently confirmed in writing) that, after reasonable efforts to determine the availability of such Eurodollar deposits, such Bank Lender reasonably anticipates that Eurodollar deposits in an amount equal to the Percentage Interest of such Bank Lender in the portion of such the Loan as to which such Eurodollar Pricing Option has been elected and which have a term corresponding to the Eurodollar Interest Period in question will not be offered in the Eurodollar market to such Bank Lender at a rate of interest that does not exceed the anticipated Eurodollar Basic RateRate (unless the foregoing results from a deterioration subsequent to the date hereof in the creditworthiness of such Lender or a change in the availability of Eurodollar markets to such Lender pursuant to legal or regulatory restrictions).

Election of Eurodollar Pricing Options. Subject to all of the -------------------------------------- terms and conditions hereof and so long as no Default exists, the Borrower Company may from time to time, by irrevocable notice (which notice may be given by a telephone call received by a Lending Officer if promptly confirmed in writing) to the Administrative Agent, Agent actually received by noon (Boston time) not less than two (2) three Banking Days prior to the commencement of the Eurodollar Interest Period selected in such notice, elect to have such portion of a the Loan as the Borrower Company may specify in such notice accrue and bear interest during the Eurodollar Interest Period so selected at the Applicable Rate computed on the basis of the Eurodollar Rate. In the event the Company at any time does not elect a Eurodollar Pricing Option under this Section 3.2.1 for any portion of the Loan (upon termination of a Eurodollar Pricing Option or otherwise), then such portion of the Loan will accrue and bear interest at the Applicable Rate based on the Base Rate. A single Eurodollar Option may include any portion of the Revolving Loan or Term Loan designated by the Company in the notice referred to above. No such election of a Eurodollar Pricing Option shall become effective: (ia) if, prior to the commencement of any such Eurodollar Interest Period, the Administrative Agent determines and notifies the Company (which notice may be given by a telephone call received by a Lending Officer if promptly confirmed in writing) that (i) the electing or granting of the Eurodollar Pricing Option in question would violate a Bank Legal Requirement, (ii) Eurodollar deposits in an amount comparable to the principal amount of the Loan as to which such Eurodollar Pricing Option has been elected and which have a term corresponding to the proposed Eurodollar Interest Period are not readily available in the inter-bank Eurodollar market, or (iii) by reason of circumstances affecting the inter-bank Eurodollar market, adequate and reasonable methods do not exist for ascertaining the interest rate applicable to such deposits for the proposed Eurodollar Interest Period; or (iib) if any Bank the Required Lenders shall have advised the Administrative Agent, Agent by telephone or otherwise at or prior to noon (Tulsa, Oklahoma Boston time) on the second Banking Day immediately prior to the commencement of such proposed Eurodollar Interest Period (and shall have subsequently confirmed in writing) that, after reasonable efforts to determine the availability of such Eurodollar deposits, such Bank the Required Lenders reasonably anticipates anticipate that Eurodollar deposits in an amount equal to the Percentage Interest of such Bank the Required Lenders in the portion of such the Loan as to which such Eurodollar Pricing Option has been elected and which have a term corresponding to the Eurodollar Interest Period in question will not be offered in the Eurodollar market to such Bank the Required Lenders at a rate of interest that does not exceed the anticipated Eurodollar Basic RateRate and the Agent shall have notified the Company thereof (which notice may be given by a telephone call received by a Financial Officer if promptly confirmed in writing).

Election of Eurodollar Pricing Options. Subject to all of the terms and conditions hereof and so long as no Default exists, the Borrower Company may from time to time, by irrevocable notice to the Administrative Agent, Agent actually received by noon (Boston time) not less than two (2) three Banking Days prior to the commencement of the Eurodollar Interest Period selected in such notice, elect to have such portion of a the Loan (excluding the Swingline Loan) as the Borrower Company may specify in such notice accrue and bear interest during the Eurodollar Interest Period so selected at the Applicable Rate computed on the basis of the Eurodollar Rate. In the event the Company at any time does not elect a Eurodollar Pricing Option under this Section 3.2.1 for any portion of the Loan (upon termination of a Eurodollar Pricing Option or otherwise), then such portion of the Loan will accrue and bear interest at the Applicable Rate based on the Base Rate. No such election shall become effective: (ia) if, prior to the commencement of any such Eurodollar Interest Period, the Administrative Agent determines that (i) the electing or granting of the Eurodollar Pricing Option in question would violate a Bank Legal Requirement, (ii) Eurodollar deposits in an amount comparable to the principal amount of the Loan as to which such Eurodollar Pricing Option has been elected and which have a term corresponding to the proposed Eurodollar Interest Period are not readily available in the inter-–bank Eurodollar market, or (iii) by reason of circumstances affecting the inter-bank Eurodollar market, adequate and reasonable methods do not exist for ascertaining the interest rate applicable to such deposits for the proposed Eurodollar Interest Period; or (iib) if any Bank Lender shall have advised the Administrative Agent, Agent by telephone or otherwise at or prior to noon (Tulsa, Oklahoma Boston time) on the second Banking Day immediately prior to the commencement of such proposed Eurodollar Interest Period (and shall have subsequently confirmed in writing) that, after reasonable efforts to determine the availability of such Eurodollar deposits, such Bank Lender reasonably anticipates that Eurodollar deposits in an amount equal to the Percentage Interest of such Bank Lender in the portion of such the Loan as to which such Eurodollar Pricing Option has been elected and which have a term corresponding to the Eurodollar Interest Period in question will not be offered in the Eurodollar market to such Bank at a rate of interest that does not exceed the anticipated Eurodollar Basic RateLender.

Election of Eurodollar Pricing Options. Subject to all of the terms and conditions hereof and so long as no Default exists, the Borrower may from time to time, by irrevocable notice to the Administrative Agent, actually received not less than two one (21) Banking Days Day prior to the commencement of the Eurodollar Interest Period selected in such notice, elect to have such portion of a Loan as the Borrower may specify in such notice accrue and bear interest during the Eurodollar Interest Period so selected at the Applicable Rate computed on the basis of the Eurodollar Rate. No such election shall become effective: (i) if, prior to the commencement of any such Eurodollar Interest Period, the Administrative Agent determines that (i) the electing or granting of the Eurodollar Pricing Option in question would violate a Bank Legal Requirement, (ii) Eurodollar deposits in an amount comparable to the principal amount of the Loan as to which such Eurodollar Pricing Option has been elected and which have a term corresponding to the proposed Eurodollar Interest Period are not readily available in the inter-bank Eurodollar market, or (iii) by reason of circumstances affecting the inter-bank Eurodollar market, adequate and reasonable methods do not exist for ascertaining the interest rate applicable to such deposits for the proposed Eurodollar Interest Period; or (ii) if any Bank shall have advised the Administrative Agent, by telephone or otherwise at or prior to noon (Tulsa, Oklahoma time) on the Banking Day immediately prior to the commencement of such proposed Eurodollar Interest Period (and shall have subsequently confirmed in writing) that, after reasonable efforts to determine the availability of such Eurodollar deposits, such Bank reasonably anticipates that Eurodollar deposits in an amount equal to the Percentage Interest of such Bank in the portion of such Loan as to which such Eurodollar Pricing Option has been elected and which have a term corresponding to the Eurodollar Interest Period in question will not be offered in the Eurodollar market to such Bank at a rate of interest that does not exceed the anticipated Eurodollar Basic Rate.

Election of Eurodollar Pricing Options. Subject to all of the -------------------------------------- terms and conditions hereof and so long as no Default exists, the Borrower Company may from time to time, by irrevocable notice to the Administrative Agent, Agent actually received not less than two (2) three Banking Days prior to the commencement of the Eurodollar Interest Period selected in such notice, elect to have such portion of a the Loan as the Borrower Company may specify in such notice accrue and bear interest during the Eurodollar Interest Period so selected at the Applicable Rate computed on the basis of the Eurodollar Rate. No such election shall become effective: (ia) if, prior to the commencement of any such Eurodollar Interest Period, the Administrative Agent determines that (i) the electing or granting of the Eurodollar Pricing Option in question would violate a Bank Legal Requirement, (ii) Eurodollar deposits in an amount comparable to the principal amount of the Loan as to which such Eurodollar Pricing Option has been elected and which have a term corresponding to the proposed Eurodollar Interest Period are not readily available in the inter-bank Eurodollar market, or (iii) by reason of circumstances affecting the inter-bank Eurodollar market, adequate and reasonable methods do not exist for ascertaining the interest rate applicable to such deposits for the proposed Eurodollar Interest Period; or (iib) if any Bank Lender shall have advised the Administrative Agent, Agent by telephone or otherwise at or prior to noon (Tulsa, Oklahoma Boston time) on the second Banking Day immediately prior to the commencement of such proposed Eurodollar Interest Period (and shall have subsequently confirmed in writing) that, after reasonable efforts to determine the availability of such Eurodollar deposits, such Bank Lender reasonably anticipates that Eurodollar deposits in an amount equal to the Percentage Interest of such Bank Lender in the portion of such the Loan as to which such Eurodollar Pricing Option has been elected and which have a term corresponding to the Eurodollar Interest Period in question will not be offered in the Eurodollar market to such Bank at a rate of interest that does not exceed the anticipated Eurodollar Basic RateLender.

Election of Eurodollar Pricing Options. Subject to all of the terms and conditions hereof and so long as no Default exists, the Borrower Company may from time to time, by irrevocable notice to the Administrative Agent, Managing Agent actually received not less than two (2) three Banking Days prior to the commencement of the Eurodollar Interest Period selected in such notice, elect to have such portion of a the Loan as the Borrower Company may specify in such notice accrue and bear interest during the Eurodollar Interest Period so selected at the Applicable Rate computed on the basis of the Eurodollar Rate. In the event the Company at any time fails to elect a Eurodollar Pricing Option under this Section 3.2.1 for any portion of the Loan (upon termination of a Eurodollar Pricing Option or otherwise), then such portion of the Loan will accrue and bear interest at the Applicable Rate based on the Base Rate. No such election of a Eurodollar Pricing Option shall become effective: (ia) if, prior to the commencement of any such Eurodollar Interest Period, the Administrative Managing Agent determines that (i) the electing or granting of the Eurodollar Pricing Option in question would violate a Bank Legal Requirement, (ii) Eurodollar deposits in an amount comparable to the principal amount of the Loan as to which such Eurodollar Pricing Option has been elected and which have a term corresponding to the proposed Eurodollar Interest Period are not readily available in the inter-bank Eurodollar market, or (iii) by reason of circumstances affecting the inter-bank Eurodollar market, adequate and reasonable methods do not exist for ascertaining the interest rate applicable to such deposits for the proposed Eurodollar Interest Period; or (iib) if any Bank the Required Lenders shall have advised the Administrative Agent, Managing Agent by telephone or otherwise at or prior to noon (Tulsa, Oklahoma Boston time) on the second Banking Day immediately prior to the commencement of such proposed Eurodollar Interest Period (and shall have subsequently confirmed in writing) that, after reasonable efforts to determine the availability of such Eurodollar deposits, such Bank the Required Lenders reasonably anticipates anticipate that Eurodollar deposits in an amount equal to the Percentage Interest of such Bank the Required Lenders in the portion of such the Loan as to which such Eurodollar Pricing Option has been elected and which have a term corresponding to the Eurodollar Interest Period in question will not be offered in the Eurodollar market to such Bank the Required Lenders at a rate of interest that does not exceed the anticipated Eurodollar Basic Rate.

Election of Eurodollar Pricing Options. Subject to all of -------------------------------------- the terms and conditions hereof and so long as no Default exists, the Borrower Company may from time to time, by irrevocable notice (which notice may be given by a telephone call received by a Lending Officer if promptly confirmed in writing) to the Administrative Agent, Agent actually received by noon (Boston time) not less than two (2) three Banking Days prior to the commencement of the Eurodollar Interest Period selected in such notice, elect to have such portion of a the Loan as the Borrower Company may specify in such notice accrue and bear interest during the Eurodollar Interest Period so selected at the Applicable Rate computed on the basis of the Eurodollar Rate. In the event the Company at any time does not elect a Eurodollar Pricing Option under this Section 3.2.1 for any portion of the Loan (upon termination of a Eurodollar Pricing Option or otherwise), then such portion of the Loan will accrue and bear interest at the Applicable Rate based on the Base Rate. A single Eurodollar Option may include any portion of the Revolving Loan, Incremental Revolving Loan or Incremental Term Loan designated by the Company in the notice referred to above. No such election of a Eurodollar Pricing Option shall become effective: (i1) if, prior to the commencement of any such Eurodollar Interest Period, the Administrative Agent determines and notifies the Company (which notice may be given by a telephone call received by a Lending Officer if promptly confirmed in writing) that (i) the electing or granting of the Eurodollar Pricing Option in question would violate a Bank Legal Requirement, (ii) Eurodollar deposits in an amount comparable to the principal amount of the Loan as to which such Eurodollar Pricing Option has been elected and which have a term corresponding to the proposed Eurodollar Interest Period are not readily available in the inter-bank Eurodollar market, or (iii) by reason of circumstances affecting the inter-bank Eurodollar market, adequate and reasonable methods do not exist for ascertaining the interest rate applicable to such deposits for the proposed Eurodollar Interest Period; or (ii2) if any Bank the Required Lenders shall have advised the Administrative Agent, Agent by telephone or otherwise at or prior to noon (Tulsa, Oklahoma Boston time) on the second Banking Day immediately prior to the commencement of such proposed Eurodollar Interest Period (and shall have subsequently confirmed in writing) that, after reasonable efforts to determine the availability of such Eurodollar deposits, such Bank the Required Lenders reasonably anticipates anticipate that Eurodollar deposits in an amount equal to the Percentage Interest of such Bank the Required Lenders in the portion of such the Loan as to which such Eurodollar Pricing Option has been elected and which have a term corresponding to the Eurodollar Interest Period in question will not be offered in the Eurodollar market to such Bank the Required Lenders at a rate of interest that does not exceed the anticipated Eurodollar Basic RateRate and the Agent shall have notified the Company thereof (which notice may be given by a telephone call received by a Financial Officer if promptly confirmed in writing).

Election of Eurodollar Pricing Options. Subject to all of the terms and conditions hereof and so long as no Default exists, the Borrower may from time to time, by irrevocable notice to the Administrative Agent, Agent actually received not less than two (2) three Banking Days prior to the commencement of the Eurodollar Interest Period selected in such notice, elect to have such portion of a the Loan as the Borrower may specify in such notice accrue and bear interest during the Eurodollar Interest Period so selected at the Applicable Rate computed on the basis of the Eurodollar Rate. No such election shall become effective: (ia) if, prior to the commencement of any such Eurodollar Interest Period, the Administrative Agent determines that (i) the electing or granting of the Eurodollar Pricing Option in question would violate a Bank Legal Requirement, (ii) Eurodollar deposits in an amount comparable to the principal amount of the Loan as to which such Eurodollar Pricing Option has been elected and which have a term corresponding to the proposed Eurodollar Interest Period are not readily available in the inter-bank Eurodollar market, or (iii) by reason of circumstances affecting the inter-bank Eurodollar market, adequate and reasonable methods do not exist for ascertaining the interest rate applicable to such deposits for the proposed Eurodollar Interest Period; or (iib) if any Bank Lender shall have advised the Administrative Agent, Agent by telephone or otherwise at or prior to noon (Tulsa, Oklahoma Boston time) on the second Banking Day immediately prior to the commencement of such proposed Eurodollar Interest Period (and shall have subsequently confirmed in writing) that, after reasonable efforts to determine the availability of such Eurodollar deposits, such Bank Lender reasonably anticipates that Eurodollar deposits in an amount equal to the Percentage Interest of such Bank Lender in the portion of such the Loan as to which such Eurodollar Pricing Option has been elected and which have a term corresponding to the Eurodollar Interest Period in question will not be offered in the Eurodollar market to such Bank Lender at a rate of interest that does not exceed the anticipated Eurodollar Basic Rate.

Election of Eurodollar Pricing Options. Subject to all of the -------------------------------------- terms and conditions hereof and so long as no Default exists, the U.S. Borrower may from time to time, by irrevocable notice to the Administrative Agent, such notice to be actually received by 1:00 p.m. (Boston time) not less than two (2) three Banking Days prior to the commencement of the Eurodollar Interest Period selected in such notice, elect to have such portion of a the Revolving Loan as the U.S. Borrower may specify in such notice accrue and bear interest during the Eurodollar Interest Period so selected at the Applicable Rate computed on the basis of the Eurodollar Rate. In the event the U.S. Borrower at any time does not elect a Eurodollar Pricing Option under this Section 3.2.1 for any portion of the Revolving Loan (upon termination of a Eurodollar Pricing Option or otherwise), then such portion of the Revolving Loan will accrue and bear interest at the Applicable Rate based on the Base Rate. The U.S. Borrower shall elect to have each Disproportionate Advance to be subject to a Eurodollar Pricing Option at all times. No such election of a Eurodollar Pricing Option shall become effective: (ia) if, prior to the commencement of any such Eurodollar Interest Period, the Administrative Agent reasonably determines that (i) the electing or granting of the Eurodollar Pricing Option in question would violate a Bank Legal Requirement, (ii) Eurodollar deposits in an amount comparable to the principal amount of the Loan as to which such Eurodollar Pricing Option has been elected and which have a term corresponding to the proposed Eurodollar Interest Period are not readily available in the inter-bank Eurodollar market, or (iii) by reason of circumstances affecting the inter-bank Eurodollar market, adequate and reasonable methods do not exist for ascertaining the interest rate applicable to such deposits for the proposed Eurodollar Interest Period; or (iib) if any Bank the Required Lenders shall have advised the Administrative Agent, Agent by telephone or otherwise at or prior to noon (Tulsa, Oklahoma Boston time) on the second Banking Day immediately prior to the commencement of such proposed Eurodollar Interest Period (and shall have subsequently confirmed in writing) that, after reasonable efforts to determine the availability of such Eurodollar deposits, such Bank the Required Lenders reasonably anticipates anticipate that Eurodollar deposits in an amount equal to the Percentage Interest of such Bank the Required Lenders in the portion of such the Revolving Loan as to which such Eurodollar Pricing Option has been elected and which have a term corresponding to the Eurodollar Interest Period in question will not be offered in the Eurodollar market to such Bank the Required Lenders at a rate of interest that does not exceed the anticipated Eurodollar Basic Rate.

Election of Eurodollar Pricing Options. Subject to all of the terms and conditions hereof and so long as no Default exists, the Borrower may from time to time, by irrevocable notice to the Administrative Agent, Agent actually received not less than two (2) three Banking Days prior to the commencement of the Eurodollar Interest Period selected in such notice, elect to have such portion of a the Loan as the Borrower may specify in such notice accrue and bear interest during the Eurodollar Interest Period so selected at the Applicable Rate computed on the basis of the Eurodollar Rate. In the event the Borrower at any time fails to elect a Eurodollar Pricing Option under this Section 3.2.1 for any portion of the Loan, such portion of the Loan will accrue and bear interest at the Applicable Rate based on the Base Rate. Simultaneous elections by the Borrower for the same Eurodollar Interest Period of a portion of either the Revolving Loan or the Term Loan or both of them on a combined basis shall be deemed to be the election of a single Eurodollar Pricing Option. No such election of a Eurodollar Pricing Option shall become effective: (ia) if, prior to the commencement of any such Eurodollar Interest Period, the Administrative Agent determines that (i) the electing or granting of the Eurodollar Pricing Option in question would violate a Bank Legal Requirement, (ii) Eurodollar deposits in an amount comparable to the principal amount of the Loan as to which such Eurodollar Pricing Option option has been elected and which have a term corresponding to the proposed Eurodollar Interest Period are not readily available in the inter-bank Eurodollar market, or (iii) by reason of circumstances affecting the inter-bank Eurodollar market, adequate and reasonable methods do not exist for ascertaining the interest rate applicable to such deposits for the proposed Eurodollar Interest Period; or (iib) if any Bank Lender shall have advised the Administrative Agent, Agent by telephone or otherwise at or prior to noon (Tulsa, Oklahoma Boston time) on the second Banking Day immediately prior to the commencement of such proposed Eurodollar Interest Period (and shall have subsequently confirmed in writing) that, after reasonable efforts to determine the availability of such Eurodollar deposits, such Bank Lender reasonably anticipates that Eurodollar deposits in an amount equal to the Percentage Interest of such Bank Lender in the portion of such the Loan as to which such Eurodollar Pricing Option has been elected and which have a term corresponding to the Eurodollar Interest Period in question will not be offered in the Eurodollar market to such Bank Lender at a rate of interest that does not exceed the anticipated Eurodollar Basic RateRate (unless the foregoing results from a deterioration subsequent to the date hereof in the creditworthiness of such Lender or a change in the availability of Eurodollar markets to such Lender pursuant to legal or regulatory restrictions).

Election of Eurodollar Pricing Options. Subject to all of the terms and conditions hereof and so long as no Default exists, the Borrower Company may from time to time, by irrevocable notice to the Administrative Agent, Agent actually received by noon (New York City time) not less than two (2) three Banking Days prior to the commencement of the Eurodollar Interest Period selected in such notice, elect to have such portion of a any Loan as (excluding the Borrower may specify Swingline Loan) specified by the Company in such notice accrue and bear interest during the Eurodollar Interest Period so selected at the Applicable Rate computed on the basis of the Eurodollar Rate. In the event the Company at any time does not elect a Eurodollar Pricing Option under this Section 3.2.1 for any Loan (upon termination of a Eurodollar Pricing Option or otherwise), then such Loan will accrue and bear interest at the Applicable Rate based on the Base Rate. No such election shall become effective: (ia) if, prior to the commencement of any such Eurodollar Interest Period, the Administrative Agent determines that (i) the electing or granting of the Eurodollar Pricing Option in question would violate a Bank Legal Requirement, (ii) Eurodollar deposits in an amount comparable to the principal amount of the Loan as to which such Eurodollar Pricing Option has been elected and which have a term corresponding to the proposed Eurodollar Interest Period are not readily available in the inter-–bank Eurodollar market, or (iii) by reason of circumstances affecting the inter-bank Eurodollar market, adequate and reasonable methods do not exist for ascertaining the interest rate applicable to such deposits for the proposed Eurodollar Interest Period; or (iib) if any Bank Lender shall have advised the Administrative Agent, Agent by telephone or otherwise at or prior to noon (Tulsa, Oklahoma New York City time) on the second Banking Day immediately prior to the commencement of such proposed Eurodollar Interest Period (and shall have subsequently confirmed in writing) that, after reasonable efforts to determine the availability of such Eurodollar deposits, such Bank Lender reasonably anticipates that Eurodollar deposits in an amount equal to the Percentage Interest of such Bank in the portion of such Lender’s Loan as to which such Eurodollar Pricing Option has been elected and which have a term corresponding to the Eurodollar Interest Period in question will not be offered in the Eurodollar market to such Bank at a rate of interest that does not exceed the anticipated Eurodollar Basic RateLender.

Election of Eurodollar Pricing Options. Subject to all of the terms and conditions hereof and so long as no Default exists, the Borrower may from time to time, by irrevocable notice to the Administrative Agent, Agent actually received not less than two (2) three Banking Days prior to the commencement of the Eurodollar Interest Period selected in such noticenotice (except for the 10 Banking Days prior notice required by Section 2.1.3.), elect to have such portion of a Loan as the Borrower may specify in such notice accrue and bear interest during the Eurodollar Interest Period so selected at the Applicable Rate computed on the basis of the Eurodollar Rate. No such election shall become effective: (i) if, prior to the commencement of any such Eurodollar Interest Period, the Administrative Agent determines that (i) the electing or granting of the Eurodollar Pricing Option in question would violate a Bank Legal Requirement, (ii) Eurodollar deposits in an amount comparable to the principal amount of the Loan as to which such Eurodollar Pricing Option has been elected and which have a term corresponding to the proposed Eurodollar Interest Period are not readily available in the inter-bank Eurodollar market, or (iii) by reason of circumstances affecting the inter-bank Eurodollar market, adequate and reasonable methods do not exist for ascertaining the interest rate applicable to such deposits for the proposed Eurodollar Interest Period; or (ii) if any Bank shall have advised the Administrative Agent, Agent by telephone or otherwise at or prior to noon (Tulsa, Oklahoma Boston time) on the second Banking Day immediately prior to the commencement of such proposed Eurodollar Interest Period (and shall have subsequently confirmed in writing) that, after reasonable efforts to determine the availability of such Eurodollar deposits, such Bank reasonably anticipates that Eurodollar deposits in an amount equal to the Percentage Interest of such Bank in the portion of such Loan as to which such Eurodollar Pricing Option has been elected and which have a term corresponding to the Eurodollar Interest Period in question will not be offered in the Eurodollar market to such Bank at a rate of interest that does not exceed the anticipated Eurodollar Basic Rate.