Common use of Election of LIBOR Pricing Options Clause in Contracts

Election of LIBOR Pricing Options. Subject to all terms and conditions of this Agreement and so long as no Default exists, the Borrowers may from time to time, by irrevocable notice given by an Authorized Representative to the Agent actually received not less than three Banking Days prior to the commencement of the Interest Period selected in such notice, elect to have such portion of the Revolving Credit Loans as the Parent may specify in such notice accrue and bear interest during the Interest Period so selected at the Applicable Rate computed on the basis of the LIBOR Rate. In the event the Borrowers at any time fail to elect a LIBOR Pricing Option under this Section 3.2.1 for any portion of the Revolving Credit Loans, then such portion of the Revolving Credit Loans will accrue and bear interest at the Applicable Rate computed on the basis of the Base Rate. No election of a LIBOR Pricing Option will become effective: (a) if, prior to the commencement of any such Interest Period, the Agent determines that (i) as a result of the adoption of or change in any Legal Requirement or in the interpretation or application thereof after the Initial Closing Date, the electing or granting of the LIBOR Pricing Option in question would be illegal, (ii) LIBOR deposits in an amount comparable to the principal amount of the Revolving Credit Loans as to which such LIBOR Pricing Option has been elected and which have a term corresponding to the proposed Interest Period are not readily available in the London interbank market, (iii) by reason of circumstances affecting the London interbank market, adequate and reasonable methods do not exist for ascertaining the interest rate applicable to such deposits for the proposed Interest Period, or (iv) Revolving Credit Loans cannot be made in the applicable Foreign Currency; or (b) if any Lender has advised the Agent by telephone or otherwise at or prior to 11:00 a.m. (Denver time) on the second Banking Day prior to the commencement of such proposed Interest Period (and has subsequently confirmed in writing) that, after reasonable efforts to determine the availability of such LIBOR deposits, such Lender reasonably anticipates that LIBOR deposits in an amount equal to the Percentage Interest of such Lender in the portion of the Revolving Credit Loans as to which such LIBOR Pricing Option has been elected and which have a term corresponding to the Interest Period in question will not be offered in the London interbank market to such Lender at a rate of interest that does not exceed the anticipated LIBOR Base Rate (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 LIBOR markets to such Lender pursuant to legal or regulatory restrictions). If such notice is given pursuant to Section 3.2.2 in connection with (a) or (b) above, (i) any LIBOR Loans requested to be made on the first day of such Interest Period shall be made as Base Rate Loans, (ii) any Base Rate Loans that were to have been converted on the first day of such Interest Period to, and LIBOR Loans that were to have been continued as, LIBOR Loans shall be converted to or continued as Base Rate Loans, and (iii) any outstanding LIBOR Loans shall be converted, on the first day of such Interest Period, to Base Rate Loans. Until such notice has been withdrawn by the Agent, no further LIBOR Loans shall be made or continued as such, nor shall the Borrowers have the right to convert Base Rate Loans to LIBOR Loans. If such notice is given in connection with any request for a Multicurrency LIBOR Loan, the requested Revolving Credit Loan shall be made in United States Dollars.

Election of LIBOR Pricing Options. Subject to all of the terms and conditions of this Agreement hereof and so long as no Default exists, the Borrowers Borrower may from time to time, by irrevocable notice given by an Authorized Representative to the Agent actually received not less than three Banking Days prior to the commencement of the LIBOR Interest Period selected in such notice, elect to have such portion of the Revolving Credit Loans Loan as the Parent Borrower may specify in such notice accrue and bear interest during the LIBOR Interest Period so selected at the Applicable Rate computed on the basis of the LIBOR Rate. In the event the Borrowers at any time fail to elect a LIBOR Pricing Option under this Section 3.2.1 for any portion of the Revolving Credit Loans, then No such portion of the Revolving Credit Loans will accrue and bear interest at the Applicable Rate computed on the basis of the Base Rate. No election of a LIBOR Pricing Option will shall become effective: (a) if, prior to the commencement of any such LIBOR Interest Period, the Agent determines that (i) as a result of the adoption of or change in any Legal Requirement or in the interpretation or application thereof after the Initial Closing Date, the electing or granting of the LIBOR Pricing Option in question would be illegalviolate a Legal Requirement, (ii) LIBOR deposits in an amount comparable to the principal amount of the Revolving Credit Loans Loan as to which such LIBOR Pricing Option has been elected and which have a term corresponding to the proposed LIBOR Interest Period are not readily available in the London interbank inter-bank LIBOR market, or (iii) by reason of circumstances affecting the London interbank inter-bank LIBOR market, adequate and reasonable methods do not exist for ascertaining the interest rate applicable to such deposits for the proposed LIBOR Interest Period, or (iv) Revolving Credit Loans cannot be made in the applicable Foreign Currency; or (b) if any Lender has shall have advised the Agent by telephone or otherwise at or prior to 11:00 a.m. noon (Denver Boston time) on the second Banking Day prior to the commencement of such proposed LIBOR Interest Period (and has shall have subsequently confirmed in writing) that, after reasonable efforts to determine the availability of such LIBOR deposits, such Lender reasonably anticipates that LIBOR deposits in an amount equal to the Percentage Interest of such Lender in the portion of the Revolving Credit Loans Loan as to which such LIBOR Pricing Option has been elected and which have a term corresponding to the LIBOR Interest Period in question will not be offered in the London interbank LIBOR market to such Lender at a rate of interest that does not exceed the anticipated LIBOR Base Rate (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 LIBOR markets to such Lender pursuant to legal or regulatory restrictions). If such notice is given pursuant to Section 3.2.2 in connection with (a) or (b) above, (i) any LIBOR Loans requested to be made on the first day of such Interest Period shall be made as Base Rate Loans, (ii) any Base Rate Loans that were to have been converted on the first day of such Interest Period to, and LIBOR Loans that were to have been continued as, LIBOR Loans shall be converted to or continued as Base Rate Loans, and (iii) any outstanding LIBOR Loans shall be converted, on the first day of such Interest Period, to Base Rate Loans. Until such notice has been withdrawn by the Agent, no further LIBOR Loans shall be made or continued as such, nor shall the Borrowers have the right to convert Base Rate Loans to LIBOR Loans. If such notice is given in connection with any request for a Multicurrency LIBOR Loan, the requested Revolving Credit Loan shall be made in United States DollarsRate.

Election of LIBOR Pricing Options. (a Subject to all the terms and conditions of this Agreement hereof and so long as no Default exists, American Ski, as agent for the Borrowers may from time to timeBorrowers, may, by irrevocable notice given by an Authorized Representative delivering a Pricing Notice to the Agent actually received not less than three Banking at or before 10:00 a.m., Boston time, on the date two Business Days prior to the commencement of the Interest Period selected in such noticePricing Notice, elect to have such all or a portion of the Term Loans or the outstanding Revolving Credit Loans Advances, as American Ski, as agent for the Parent Borrowers, may specify in such notice Pricing Notice, accrue and bear daily interest during the Interest Period so selected at a per annum rate equal to the Applicable LIBOR Rate computed on for such Interest Period; provided, however, that any such election made with respect to the basis of the LIBOR Rate. In the event the Borrowers at any time fail to elect a LIBOR Pricing Option under this Section 3.2.1 for any portion of Term Loans or the Revolving Credit Loans, then Advances shall be in an amount not less than $5,000,000 and in increments of $1,000,000; and provided further that no such portion of election will be made if it would result in there being more than ten (10) LIBOR Pricing Options in the Revolving Credit aggregate outstanding at any one time under this Agreement. Interest on Loans will accrue and bear bearing interest at the Applicable LIBOR Rate computed on the basis of the Base Rate. No election of a LIBOR Pricing Option will become effective: (a) if, prior to the commencement of any such Interest Period, the Agent determines that (i) as a result of the adoption of or change shall be payable quarterly in any Legal Requirement or in the interpretation or application thereof after the Initial Closing Date, the electing or granting of the LIBOR Pricing Option in question would be illegal, (ii) LIBOR deposits in an amount comparable to the principal amount of the Revolving Credit Loans as to which such LIBOR Pricing Option has been elected and which have a term corresponding to the proposed Interest Period are not readily available in the London interbank market, (iii) by reason of circumstances affecting the London interbank market, adequate and reasonable methods do not exist for ascertaining the interest rate applicable to such deposits for the proposed Interest Period, or (iv) Revolving Credit Loans cannot be made in the applicable Foreign Currency; or (b) if any Lender has advised the Agent by telephone or otherwise at or prior to 11:00 a.m. (Denver time) on the second Banking Day prior to the commencement of such proposed Interest Period (and has subsequently confirmed in writing) that, after reasonable efforts to determine the availability of such LIBOR deposits, such Lender reasonably anticipates that LIBOR deposits in an amount equal to the Percentage Interest of such Lender in the portion of the Revolving Credit Loans as to which such LIBOR Pricing Option has been elected and which have a term corresponding to the Interest Period in question will not be offered in the London interbank market to such Lender at a rate of interest that does not exceed the anticipated LIBOR Base Rate (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 LIBOR markets to such Lender pursuant to legal or regulatory restrictions). If such notice is given pursuant to Section 3.2.2 in connection with (a) or (b) above, (i) any LIBOR Loans requested to be made arrears on the first day of the month following the end of each fiscal quarter and when such Interest Period Loan is due (whether at maturity, by reason of acceleration or otherwise). (b Each Pricing Notice shall be made as Base Rate Loans, substantially in the form of Exhibit D attached hereto and shall specify: (i) the selection of a LIBOR Pricing Option; (ii) any Base Rate Loans that were the effective date and amount of the Term Loan or the Revolving Credit Advances subject to have been converted on such LIBOR Pricing Option, subject to the first day of such Interest Period to, and LIBOR Loans that were to have been continued as, LIBOR Loans shall be converted to or continued as Base Rate Loans, limitations set forth herein; and (iii) any outstanding LIBOR Loans the duration of the applicable Interest Period. Each Pricing Notice shall be convertedirrevocable. (c The Agent will promptly inform each Lender of a Pricing Notice and the Interest Period specified by the Borrowers therein. Upon determination by the Agent of the Applicable LIBOR Rate for any Interest Period selected by the Borrowers, on the first day Agent will promptly inform the Borrowers and each Lender of such Interest PeriodApplicable LIBOR Rate so determined or, to Base Rate Loans. Until such notice has been withdrawn by the Agent, no further LIBOR Loans shall be made or continued as such, nor shall the Borrowers have the right to convert Base Rate Loans to LIBOR Loans. If such notice is given in connection with any request for a Multicurrency LIBOR Loanif applicable, the requested Revolving Credit Loan shall be made in United States Dollarsreason why the Borrowers' election will not become effective.

Election of LIBOR Pricing Options. (a Subject to all the terms and conditions of this Agreement hereof and so long as there exists no Default existsDefault, the Borrowers may from time to timeBorrower may, by irrevocable delivering a pricing notice given by an Authorized Representative (the "Pricing Notice") to the Agent actually received not less than three Banking at or before 10:00 a.m. Boston time on the date two Business Days prior to the commencement of the Interest Period selected in such noticePricing Notice, elect to have such all or a portion of the Revolving Credit Loans outstanding Advances, as the Parent Borrower may specify in such notice Pricing Notice, accrue and bear daily interest during the Interest Period so selected at a per annum rate equal to the Applicable LIBOR Rate computed on for such Interest Period; provided, however, that any such election made with respect to the basis Advances shall be in an amount not less than $1,000,000 and in increments of $1,000,000; and provided further that no such election will be made if it would result in there being more than four (4) LIBOR Pricing Options in the LIBOR Rate. In the event the Borrowers aggregate outstanding at any time fail to elect a LIBOR Pricing Option under this Section 3.2.1 for any portion of the Revolving Credit Loans, then such portion of the Revolving Credit one time. Interest on Loans will accrue and bear bearing interest at the Applicable LIBOR Rate computed shall be paid for the applicable Interest Period on the basis last day thereof and when such Loan is due (whether at maturity, by reason of acceleration or otherwise). (b Each Pricing Notice shall be substantially in the Base Rate. No election form of Exhibit E attached hereto and shall specify: (i) the selection of a LIBOR Pricing Option will become effective: (a) if, prior to the commencement of any such Interest Period, the Agent determines that (i) as a result of the adoption of or change in any Legal Requirement or in the interpretation or application thereof after the Initial Closing Date, the electing or granting of the LIBOR Pricing Option in question would be illegal, Option; (ii) LIBOR deposits in an amount comparable to the principal effective date and amount of the Revolving Credit Loans as Advances or a portion thereof subject to which such LIBOR Pricing Option has been elected and which have a term corresponding Option, subject to the proposed Interest Period are not readily available in the London interbank market, (iii) by reason of circumstances affecting the London interbank market, adequate and reasonable methods do not exist for ascertaining the interest rate applicable to such deposits for the proposed Interest Period, or (iv) Revolving Credit Loans cannot be made in the applicable Foreign Currencylimitations set forth herein; or (b) if any Lender has advised the Agent by telephone or otherwise at or prior to 11:00 a.m. (Denver time) on the second Banking Day prior to the commencement of such proposed Interest Period (and has subsequently confirmed in writing) that, after reasonable efforts to determine the availability of such LIBOR deposits, such Lender reasonably anticipates that LIBOR deposits in an amount equal to the Percentage Interest of such Lender in the portion of the Revolving Credit Loans as to which such LIBOR Pricing Option has been elected and which have a term corresponding to the Interest Period in question will not be offered in the London interbank market to such Lender at a rate of interest that does not exceed the anticipated LIBOR Base Rate (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 LIBOR markets to such Lender pursuant to legal or regulatory restrictions). If such notice is given pursuant to Section 3.2.2 in connection with (a) or (b) above, (i) any LIBOR Loans requested to be made on the first day of such Interest Period shall be made as Base Rate Loans, (ii) any Base Rate Loans that were to have been converted on the first day of such Interest Period to, and LIBOR Loans that were to have been continued as, LIBOR Loans shall be converted to or continued as Base Rate Loans, and (iii) any outstanding LIBOR Loans the duration of the applicable Interest Period. Each Pricing Notice shall be convertedirrevocable. (c The Agent will promptly inform each Lender of a Pricing Notice and the Interest Period specified by the Borrower therein. Upon determination by the Agent of the Applicable LIBOR Rate for any Interest Period selected by the Borrower, on the first day Agent will promptly inform the Borrower and each Lender of such Interest PeriodApplicable LIBOR Rate so determined or, to Base Rate Loans. Until such notice has been withdrawn by the Agent, no further LIBOR Loans shall be made or continued as such, nor shall the Borrowers have the right to convert Base Rate Loans to LIBOR Loans. If such notice is given in connection with any request for a Multicurrency LIBOR Loanif applicable, the requested Revolving Credit Loan shall be made in United States Dollarsreason why the Borrower's election will not become effective.

Election of LIBOR Pricing Options. Subject to all of the terms and conditions of this Agreement hereof and so long as no Default exists, the Borrowers Company may from time to time, by irrevocable notice given by an Authorized Representative to the Agent actually received by noon (Boston time) not less than three Banking Days prior to the commencement of the LIBOR Interest Period selected in such notice, elect to have such portion of the Revolving Credit Loans Loan as the Parent Company may specify in such notice accrue and bear interest during the LIBOR Interest Period so selected at the Applicable Rate computed on the basis of the LIBOR Rate. In the event the Borrowers Company at any time fail to does not elect a LIBOR Pricing Option under this Section 3.2.1 for any portion of the Revolving Credit LoansLoan (upon termination of a LIBOR Pricing Option or otherwise), then such portion of the Revolving Credit Loans Loan will accrue and bear interest at the Applicable Rate computed based on the basis of the Base Rate. A single LIBOR Pricing Option may include any portion of the Revolving Loan or Acquisition Loan designated by the Company in the notice referred to above so long as the Percentage Interests of the Lenders are the same for each such portion of the Loan. No election of a LIBOR Pricing Option will shall become effective: (a1) if, prior to the commencement of any such LIBOR Interest Period, the Agent determines that (i) as a result of the adoption of or change in any Legal Requirement or in the interpretation or application thereof after the Initial Closing Date, the electing or granting of the LIBOR Pricing Option in question would be illegalviolate a Legal Requirement, (ii) LIBOR deposits Deposits in an amount comparable to the principal amount of the Revolving Credit Loans Loan as to which such LIBOR Pricing Option has been elected and which have a term corresponding to the proposed LIBOR Interest Period are not readily available in the London interbank market, inter-bank LIBOR market or (iii) by reason of circumstances affecting the London interbank inter-bank LIBOR market, adequate and reasonable methods do not exist for ascertaining the interest rate applicable to such deposits for the proposed LIBOR Interest Period, or (iv) Revolving Credit Loans cannot be made in the applicable Foreign Currency; or (b2) if any Lender has the Required Lenders shall have advised the Agent by telephone or otherwise at or prior to 11:00 a.m. noon (Denver Boston time) on the second Banking Day prior to the commencement of such proposed LIBOR Interest Period (and has shall have subsequently confirmed in writing) that, after reasonable efforts to determine the availability of such LIBOR depositsDeposits, such Lender the Required Lenders reasonably anticipates anticipate that LIBOR deposits Deposits in an amount equal to the Percentage Interest of such Lender the Required Lenders in the portion of the Revolving Credit Loans Loan as to which such LIBOR Pricing Option has been elected and which have a term corresponding to the LIBOR Interest Period in question will not be offered in the London interbank LIBOR market to such Lender the Required Lenders at a rate of interest that does not exceed the anticipated LIBOR Base Rate (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 LIBOR markets to such Lender pursuant to legal or regulatory restrictions). If such notice is given pursuant to Section 3.2.2 in connection with (a) or (b) above, (i) any LIBOR Loans requested to be made on the first day of such Interest Period shall be made as Base Rate Loans, (ii) any Base Rate Loans that were to have been converted on the first day of such Interest Period to, and LIBOR Loans that were to have been continued as, LIBOR Loans shall be converted to or continued as Base Rate Loans, and (iii) any outstanding LIBOR Loans shall be converted, on the first day of such Interest Period, to Base Rate Loans. Until such notice has been withdrawn by the Agent, no further LIBOR Loans shall be made or continued as such, nor shall the Borrowers have the right to convert Base Rate Loans to LIBOR Loans. If such notice is given in connection with any request for a Multicurrency LIBOR Loan, the requested Revolving Credit Loan shall be made in United States DollarsBasic Rate.

Election of LIBOR Pricing Options. Subject to all of the terms and conditions of this Agreement hereof and so long as no Default exists, the Borrowers Borrower may from time to time, by irrevocable notice given by an Authorized Representative to the Agent actually received not less than three Banking Days prior to the commencement of the LIBOR Interest Period selected in such notice, elect to have such portion of the Revolving Credit Loans Loan as the Parent Borrower may specify in such notice accrue and bear interest during the LIBOR Interest Period so selected at the Applicable Rate computed on the basis of the LIBOR Rate. In the event the Borrowers Borrower at any time fail fails to elect a LIBOR Pricing Option under this Section 3.2.1 for any portion of the Revolving Credit LoansLoan (upon termination of a LIBOR Pricing Option or otherwise), then such portion of the Revolving Credit Loans Loan will accrue and bear interest at the Applicable Rate computed based on the basis of the Base Rate. No election of a LIBOR Pricing Option will shall become effective: (a) if, prior to the commencement of any such LIBOR Interest Period, the Agent determines that (i) as a result of the adoption of or change in any Legal Requirement or in the interpretation or application thereof after the Initial Closing Date, the electing or granting of the LIBOR Pricing Option in question would be illegalviolate a Legal Requirement, whether or not having the force of law so long as compliance therewith is customary commercial practice, (ii) LIBOR Eurodollar deposits in an amount comparable to the principal amount of the Revolving Credit Loans Loan as to which such LIBOR Pricing Option has been elected and which have a term corresponding to the proposed LIBOR Interest Period are not readily available in the London interbank inter-bank Eurodollar market, or (iii) by reason of circumstances affecting the London interbank inter-bank Eurodollar market, adequate and reasonable methods do not exist for ascertaining the interest rate applicable to such deposits for the proposed LIBOR Interest Period, or (iv) Revolving Credit Loans cannot be made in the applicable Foreign Currency; or (b) if any Lender has the Required Lenders shall have advised the Agent by telephone or otherwise at or prior to 11:00 a.m. noon (Denver Boston time) on the second Banking Day prior to the commencement of such proposed LIBOR Interest Period (and has shall have subsequently confirmed in writing) that, after reasonable efforts to determine the availability of such LIBOR Eurodollar deposits, such Lender the Required Lenders reasonably anticipates anticipate that LIBOR Eurodollar deposits in an amount equal to the Percentage Interest of such Lender the Required Lenders in the portion of the Revolving Credit Loans Loan as to which such LIBOR Pricing Option has been elected and which have a term corresponding to the LIBOR Interest Period in question will not be offered in the London interbank Eurodollar market to such Lender the Required Lenders at a rate of interest that does not exceed the anticipated LIBOR Base Rate (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 LIBOR markets to such Lender pursuant to legal or regulatory restrictions). If such notice is given pursuant to Section 3.2.2 in connection with (a) or (b) above, (i) any LIBOR Loans requested to be made on the first day of such Interest Period shall be made as Base Rate Loans, (ii) any Base Rate Loans that were to have been converted on the first day of such Interest Period to, and LIBOR Loans that were to have been continued as, LIBOR Loans shall be converted to or continued as Base Rate Loans, and (iii) any outstanding LIBOR Loans shall be converted, on the first day of such Interest Period, to Base Rate Loans. Until such notice has been withdrawn by the Agent, no further LIBOR Loans shall be made or continued as such, nor shall the Borrowers have the right to convert Base Rate Loans to LIBOR Loans. If such notice is given in connection with any request for a Multicurrency LIBOR Loan, the requested Revolving Credit Loan shall be made in United States DollarsBasic Rate.

Election of LIBOR Pricing Options. (a) Subject to all the terms and conditions of this Agreement hereof and so long as there exists no Default existsDefault, the Borrowers may from time to timeBorrower may, by irrevocable notice given by an Authorized Representative delivering a Pricing Notice to the Agent actually received not less than three Banking at or before 10:00 a.m. Boston time on the date two Business Days prior to the commencement of the Interest Period selected in such noticePricing Notice, elect to have such all or a portion of the outstanding Revolving Credit Loans Advances, as the Parent Borrower may specify in such notice Pricing Notice, accrue and bear daily interest during the Interest Period so selected at a per annum rate equal to the Applicable LIBOR Rate computed on the basis of the LIBOR Rate. In the event the Borrowers at for such Interest Period; provided, however, that any time fail such election made with respect to elect a LIBOR Pricing Option under this Section 3.2.1 for any portion of the Revolving Credit Loans, then Advances shall be in an amount not less than $1,000,000 and in increments of $100,000; and provided further that no such portion of election will be made if it would result in there being more than four (4) LIBOR Pricing Options in the Revolving Credit aggregate outstanding at any one time. Interest on Loans will accrue and bear bearing interest at the Applicable LIBOR Rate computed shall be paid for the applicable Interest Period on the basis last day thereof and when such Loan is due (whether at maturity, by reason of acceleration or otherwise) but at least semi-annually. (b) Each Pricing Notice shall be substantially in the Base Rate. No election form of Exhibit D attached hereto and shall specify: (i) the selection of a LIBOR Pricing Option will become effective: (a) if, prior to the commencement of any such Interest Period, the Agent determines that (i) as a result of the adoption of or change in any Legal Requirement or in the interpretation or application thereof after the Initial Closing Date, the electing or granting of the LIBOR Pricing Option in question would be illegal, Option; (ii) LIBOR deposits in an amount comparable to the principal effective date and amount of the Revolving Credit Loans as Advances subject to which such LIBOR Pricing Option has been elected and which have a term corresponding Option, subject to the proposed Interest Period are not readily available in the London interbank market, (iii) by reason of circumstances affecting the London interbank market, adequate and reasonable methods do not exist for ascertaining the interest rate applicable to such deposits for the proposed Interest Period, or (iv) Revolving Credit Loans cannot be made in the applicable Foreign Currencylimitations set forth herein; or (b) if any Lender has advised the Agent by telephone or otherwise at or prior to 11:00 a.m. (Denver time) on the second Banking Day prior to the commencement of such proposed Interest Period (and has subsequently confirmed in writing) that, after reasonable efforts to determine the availability of such LIBOR deposits, such Lender reasonably anticipates that LIBOR deposits in an amount equal to the Percentage Interest of such Lender in the portion of the Revolving Credit Loans as to which such LIBOR Pricing Option has been elected and which have a term corresponding to the Interest Period in question will not be offered in the London interbank market to such Lender at a rate of interest that does not exceed the anticipated LIBOR Base Rate (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 LIBOR markets to such Lender pursuant to legal or regulatory restrictions). If such notice is given pursuant to Section 3.2.2 in connection with (a) or (b) above, (i) any LIBOR Loans requested to be made on the first day of such Interest Period shall be made as Base Rate Loans, (ii) any Base Rate Loans that were to have been converted on the first day of such Interest Period to, and LIBOR Loans that were to have been continued as, LIBOR Loans shall be converted to or continued as Base Rate Loans, and (iii) any outstanding LIBOR Loans the duration of the applicable Interest Period. Each Pricing Notice shall be convertedirrevocable. (c) The Agent will promptly inform each Lender of a Pricing Notice and the Interest Period specified by the Borrower therein. Upon determination by the Agent of the Applicable LIBOR Rate for any Interest Period selected by the Borrower, on the first day Agent will promptly inform the Borrower and each Lender of such Interest PeriodApplicable LIBOR Rate so determined or, to Base Rate Loans. Until such notice has been withdrawn by the Agent, no further LIBOR Loans shall be made or continued as such, nor shall the Borrowers have the right to convert Base Rate Loans to LIBOR Loans. If such notice is given in connection with any request for a Multicurrency LIBOR Loanif applicable, the requested Revolving Credit Loan shall be made in United States Dollarsreason why the Borrower's election will not become effective.

Election of LIBOR Pricing Options. (a) Subject to all the terms and conditions of this Agreement hereof and so long as there exists no Default existsDefault, the Borrowers may from time to timeBorrower may, by irrevocable notice given by an Authorized Representative delivering a Pricing Notice to the Agent actually received not less than three Banking at or before 10:00 a.m. Boston time on the date two Business Days prior to the commencement of the Interest Period selected in such noticePricing Notice, elect to have such all or a portion of the outstanding Revolving Credit Loans Advances, as the Parent Borrower may specify in such notice Pricing Notice, accrue and bear daily interest during the Interest Period so selected at a per annum rate equal to the Applicable LIBOR Rate computed on the basis of the LIBOR Rate. In the event the Borrowers at for such Interest Period; PROVIDED, HOWEVER, that any time fail such election made with respect to elect a LIBOR Pricing Option under this Section 3.2.1 for any portion of the Revolving Credit Loans, then Advances shall be in an amount not less than $1,000,000 and in increments of $100,000; and PROVIDED FURTHER that no such portion of election will be made if it would result in there being more than four (4) LIBOR Pricing Options in the Revolving Credit aggregate outstanding at any one time. Interest on Loans will accrue and bear bearing interest at the Applicable LIBOR Rate computed shall be paid for the applicable Interest Period on the basis last day thereof and when such Loan is due (whether at maturity, by reason of acceleration or otherwise) but at least semi-annually. (b) Each Pricing Notice shall be substantially in the Base Rate. No election form of EXHIBIT D attached hereto and shall specify: (i) the selection of a LIBOR Pricing Option will become effective: (a) if, prior to the commencement of any such Interest Period, the Agent determines that (i) as a result of the adoption of or change in any Legal Requirement or in the interpretation or application thereof after the Initial Closing Date, the electing or granting of the LIBOR Pricing Option in question would be illegal, Option; (ii) LIBOR deposits in an amount comparable to the principal effective date and amount of the Revolving Credit Loans as Advances subject to which such LIBOR Pricing Option has been elected and which have a term corresponding Option, subject to the proposed Interest Period are not readily available in the London interbank market, (iii) by reason of circumstances affecting the London interbank market, adequate and reasonable methods do not exist for ascertaining the interest rate applicable to such deposits for the proposed Interest Period, or (iv) Revolving Credit Loans cannot be made in the applicable Foreign Currencylimitations set forth herein; or (b) if any Lender has advised the Agent by telephone or otherwise at or prior to 11:00 a.m. (Denver time) on the second Banking Day prior to the commencement of such proposed Interest Period (and has subsequently confirmed in writing) that, after reasonable efforts to determine the availability of such LIBOR deposits, such Lender reasonably anticipates that LIBOR deposits in an amount equal to the Percentage Interest of such Lender in the portion of the Revolving Credit Loans as to which such LIBOR Pricing Option has been elected and which have a term corresponding to the Interest Period in question will not be offered in the London interbank market to such Lender at a rate of interest that does not exceed the anticipated LIBOR Base Rate (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 LIBOR markets to such Lender pursuant to legal or regulatory restrictions). If such notice is given pursuant to Section 3.2.2 in connection with (a) or (b) above, (i) any LIBOR Loans requested to be made on the first day of such Interest Period shall be made as Base Rate Loans, (ii) any Base Rate Loans that were to have been converted on the first day of such Interest Period to, and LIBOR Loans that were to have been continued as, LIBOR Loans shall be converted to or continued as Base Rate Loans, and (iii) any outstanding LIBOR Loans the duration of the applicable Interest Period. Each Pricing Notice shall be convertedirrevocable. (c) The Agent will promptly inform each Lender of a Pricing Notice and the Interest Period specified by the Borrower therein. Upon determination by the Agent of the Applicable LIBOR Rate for any Interest Period selected by the Borrower, on the first day Agent will promptly inform the Borrower and each Lender of such Interest PeriodApplicable LIBOR Rate so determined or, to Base Rate Loans. Until such notice has been withdrawn by the Agent, no further LIBOR Loans shall be made or continued as such, nor shall the Borrowers have the right to convert Base Rate Loans to LIBOR Loans. If such notice is given in connection with any request for a Multicurrency LIBOR Loanif applicable, the requested Revolving Credit Loan shall be made in United States Dollarsreason why the Borrower's election will not become effective.

Election of LIBOR Pricing Options. Subject to all terms and conditions of this Agreement and so long as no Default or Event of Default exists, the Borrowers may from time to time, by irrevocable notice given by an Authorized Representative to the Agent actually received not less than three (3) Banking Days prior to the commencement of the Interest Period selected in such notice, elect to have such portion of the Revolving Credit Loans as the Parent may specify in such notice accrue and bear interest during the Interest Period so selected at the Applicable Rate computed on the basis of the LIBOR Rate. In the event the Borrowers at any time fail to elect a LIBOR Pricing Option under this Section 3.2.1 for any portion of the Revolving Credit Loans, then such portion of the Revolving Credit Loans will accrue and bear interest at the Applicable Rate computed on the basis of the Base Rate. No election of a LIBOR Pricing Option will become effective: (a) if, prior to the commencement of any such Interest Period, the Agent determines that (i) as a result of the adoption of or change in any Legal Requirement or in the interpretation or application thereof after the Initial Closing Date, the electing or granting of the LIBOR Pricing Option in question would be illegal, (ii) LIBOR deposits in an amount comparable to the principal amount of the Revolving Credit Loans as to which such LIBOR Pricing Option has been elected and which have a term corresponding to the proposed Interest Period are not readily available in the London interbank market, (iii) by reason of circumstances affecting the London interbank market, adequate and reasonable methods do not exist for ascertaining the interest rate applicable to such deposits for the proposed Interest Period, or (iv) Revolving Credit Loans cannot be made in the applicable Foreign Currency; or (b) if any Lender has advised the Agent by telephone or otherwise at or prior to 11:00 a.m. (Denver time) on the second Banking Day prior to the commencement of such proposed Interest Period (and has subsequently confirmed in writing) that, after reasonable efforts to determine the availability of such LIBOR deposits, such Lender reasonably anticipates that LIBOR deposits in an amount equal to the Percentage Interest of such Lender in the portion of the Revolving Credit Loans as to which such LIBOR Pricing Option has been elected and which have a term corresponding to the Interest Period in question will not be offered in the London interbank market to such Lender at a rate of interest that does not exceed the anticipated LIBOR Base Rate (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 LIBOR markets to such Lender pursuant to legal or regulatory restrictions). If such notice is given pursuant to Section 3.2.2 in connection with (a) or (b) above, (i) any LIBOR Loans requested to be made on the first day of such Interest Period shall be made as Base Rate Loans, (ii) any Base Rate Loans that were to have been converted on the first day of such Interest Period to, and LIBOR Loans that were to have been continued as, LIBOR Loans shall be converted to or continued as Base Rate Loans, and (iii) any outstanding LIBOR Loans shall be converted, on the first day of such Interest Period, to Base Rate Loans. Until such notice has been withdrawn by the Agent, no further LIBOR Loans shall be made or continued as such, nor shall the Borrowers have the right to convert Base Rate Loans to LIBOR Loans. If such notice is given in connection with any request for a Multicurrency LIBOR Loan, the requested Revolving Credit Loan shall be made in United States Dollars.

Election of LIBOR Pricing Options. Subject to all of the terms and conditions of this Agreement hereof and so long as no Default exists, the Borrowers may from time to time, by irrevocable notice given by an Authorized Representative to the Agent actually received not less than three Banking Days prior to the commencement of the LIBOR Interest Period selected in such notice, elect to have such portion of the Revolving Credit Loans Loan as the Parent Borrowers may specify in such notice accrue and bear interest during the LIBOR Interest Period so selected at the Applicable Rate computed on the basis of the LIBOR Rate. In the event the Borrowers at any time fail to elect a LIBOR Pricing Option under this Section 3.2.1 for any portion of the Revolving Credit LoansLoan (upon termination of a LIBOR Pricing Option or otherwise), then such portion of the Revolving Credit Loans Loan will accrue and bear interest at the Applicable Rate computed based on the basis of the Alternate Base Rate. No election of a LIBOR Pricing Option will shall become effective: (a) if, prior to the commencement of any such LIBOR Interest Period, the Agent determines that (i) as a result of the adoption of or change in any Legal Requirement or in the interpretation or application thereof after the Initial Closing Date, the electing or granting of the LIBOR Pricing Option in question would be illegalviolate a Legal Requirement, (ii) LIBOR deposits in an amount comparable to the principal amount of the Revolving Credit Loans Loan as to which such LIBOR Pricing Option has been elected and which have a term corresponding to the proposed LIBOR Interest Period are not readily available in the London interbank inter-bank LIBOR market, or (iii) by reason of circumstances affecting the London interbank inter-bank LIBOR market, adequate and reasonable methods do not exist for ascertaining the interest rate applicable to such deposits for the proposed LIBOR Interest Period, or (iv) Revolving Credit Loans cannot be made in the applicable Foreign Currency; or (b) if any Lender has the Majority Lenders shall have advised the Agent by telephone or otherwise at or prior to 11:00 a.m. noon (Denver Boston time) on the second Banking Day prior to the commencement of such proposed LIBOR Interest Period (and has shall have subsequently confirmed in writing) that, after reasonable efforts to determine the availability of such LIBOR deposits, such Lender the Majority Lenders reasonably anticipates anticipate that LIBOR deposits in an amount equal to the Percentage Interest of such Lender the Majority Lenders in the portion of the Revolving Credit Loans Loan as to which such LIBOR Pricing Option has been elected and which have a term corresponding to the LIBOR Interest Period in question will not be offered in the London interbank LIBOR market to such Lender the Majority Lenders at a rate of interest that does not exceed the anticipated LIBOR Base Rate (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 LIBOR markets to such Lender pursuant to legal or regulatory restrictions). If such notice is given pursuant to Section 3.2.2 in connection with (a) or (b) above, (i) any LIBOR Loans requested to be made on the first day of such Interest Period shall be made as Base Rate Loans, (ii) any Base Rate Loans that were to have been converted on the first day of such Interest Period to, and LIBOR Loans that were to have been continued as, LIBOR Loans shall be converted to or continued as Base Rate Loans, and (iii) any outstanding LIBOR Loans shall be converted, on the first day of such Interest Period, to Base Rate Loans. Until such notice has been withdrawn by the Agent, no further LIBOR Loans shall be made or continued as such, nor shall the Borrowers have the right to convert Base Rate Loans to LIBOR Loans. If such notice is given in connection with any request for a Multicurrency LIBOR Loan, the requested Revolving Credit Loan shall be made in United States DollarsRate.

Election of LIBOR Pricing Options. (a) Subject to all the terms and conditions of this Agreement hereof and so long as there exists no Default existsDefault, the Borrowers may from time to timeBorrower may, by irrevocable delivering a pricing notice given by an Authorized Representative (the "Pricing Notice") to the Agent actually received not less than three Banking at or before 10:00 a.m. Boston time on the date two Business Days prior to the commencement of the Interest Period selected in such noticePricing Notice, elect to have such all or a portion of the Revolving Credit Loans outstanding Advances, as the Parent Borrower may specify in such notice Pricing Notice, accrue and bear daily interest during the Interest Period so selected at a per annum rate equal to the Applicable LIBOR Rate computed on for such Interest Period; provided, however, that any such election made with respect to the basis Advances shall be in an amount not less than $500,000 and in increments of $500,000; and provided further that no such election will be made if it would result in there being more than four (4) LIBOR Pricing Options in the LIBOR Rate. In the event the Borrowers aggregate outstanding at any time fail to elect a LIBOR Pricing Option under this Section 3.2.1 for any portion of the Revolving Credit Loans, then such portion of the Revolving Credit one time. Interest on Loans will accrue and bear bearing interest at the Applicable LIBOR Rate computed shall be paid for the applicable Interest Period on the basis last day thereof and when such Loan is due (whether at maturity, by reason of acceleration or otherwise). (b) Each Pricing Notice shall be substantially in the Base Rate. No election form of Exhibit E attached hereto and shall specify: (i) the selection of a LIBOR Pricing Option will become effective: (a) if, prior to the commencement of any such Interest Period, the Agent determines that (i) as a result of the adoption of or change in any Legal Requirement or in the interpretation or application thereof after the Initial Closing Date, the electing or granting of the LIBOR Pricing Option in question would be illegal, Option; (ii) LIBOR deposits in an amount comparable to the principal effective date and amount of the Revolving Credit Loans as Advances or a portion thereof subject to which such LIBOR Pricing Option has been elected and which have a term corresponding Option, subject to the proposed Interest Period are not readily available in the London interbank market, (iii) by reason of circumstances affecting the London interbank market, adequate and reasonable methods do not exist for ascertaining the interest rate applicable to such deposits for the proposed Interest Period, or (iv) Revolving Credit Loans cannot be made in the applicable Foreign Currencylimitations set forth herein; or (b) if any Lender has advised the Agent by telephone or otherwise at or prior to 11:00 a.m. (Denver time) on the second Banking Day prior to the commencement of such proposed Interest Period (and has subsequently confirmed in writing) that, after reasonable efforts to determine the availability of such LIBOR deposits, such Lender reasonably anticipates that LIBOR deposits in an amount equal to the Percentage Interest of such Lender in the portion of the Revolving Credit Loans as to which such LIBOR Pricing Option has been elected and which have a term corresponding to the Interest Period in question will not be offered in the London interbank market to such Lender at a rate of interest that does not exceed the anticipated LIBOR Base Rate (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 LIBOR markets to such Lender pursuant to legal or regulatory restrictions). If such notice is given pursuant to Section 3.2.2 in connection with (a) or (b) above, (i) any LIBOR Loans requested to be made on the first day of such Interest Period shall be made as Base Rate Loans, (ii) any Base Rate Loans that were to have been converted on the first day of such Interest Period to, and LIBOR Loans that were to have been continued as, LIBOR Loans shall be converted to or continued as Base Rate Loans, and (iii) any outstanding LIBOR Loans the duration of the applicable Interest Period. Each Pricing Notice shall be convertedirrevocable. (c) The Agent will promptly inform each Lender of a Pricing Notice and the Interest Period specified by the Borrower therein. Upon determination by the Agent of the Applicable LIBOR Rate for any Interest Period selected by the Borrower, on the first day Agent will promptly inform the Borrower and each Lender of such Interest PeriodApplicable LIBOR Rate so determined or, to Base Rate Loans. Until such notice has been withdrawn by the Agent, no further LIBOR Loans shall be made or continued as such, nor shall the Borrowers have the right to convert Base Rate Loans to LIBOR Loans. If such notice is given in connection with any request for a Multicurrency LIBOR Loanif applicable, the requested Revolving Credit Loan shall be made in United States Dollarsreason why the Borrower's election will not become effective.

Election of LIBOR Pricing Options. Subject to all of the terms and conditions of this Agreement hereof and so long as no Default exists, the Borrowers may from time to time, by irrevocable notice given by an Authorized Representative to the Agent actually received not less than three Banking Days prior to the commencement of the LIBOR Interest Period selected in such notice, elect to have such portion of the Revolving Credit Loans Loan as the Parent Borrowers may specify in such notice accrue and bear interest during the LIBOR Interest Period so selected at the Applicable Rate computed on the basis of the LIBOR Rate. In the event the Borrowers at any time fail to elect a LIBOR Pricing Option under this Section 3.2.1 for any portion of the Revolving Credit LoansLoan (upon termination of a LIBOR Pricing Option or otherwise), then such portion of the Revolving Credit Loans Loan will accrue and bear interest at the Applicable Rate computed based on the basis of the Alternate Base Rate. No election of a LIBOR Pricing Option will shall become effective: (a) if, prior to the commencement of any such LIBOR Interest Period, the Agent determines that (i) as a result of the adoption of or change in any Legal Requirement or in the interpretation or application thereof after the Initial Closing Date, the electing or granting of the LIBOR Pricing Option in question would be illegalviolate a Legal Requirement, (ii) LIBOR deposits in an amount comparable to the principal amount of the Revolving Credit Loans Loan as to which such LIBOR Pricing Option has been elected and which have a term corresponding to the proposed LIBOR Interest Period are not readily available in the London interbank inter-bank LIBOR market, or (iii) by reason of circumstances affecting the London interbank inter-bank LIBOR market, adequate and reasonable methods do not exist for ascertaining the interest rate applicable to such deposits for the proposed LIBOR Interest Period, ; or (iv) Revolving Credit Loans cannot be made in the applicable Foreign Currency; or (b) if any Lender has the Majority Lenders shall have advised the Agent by telephone or otherwise at or prior to 11:00 a.m. noon (Denver Boston time) on the second Banking Day prior to the commencement of such proposed LIBOR Interest Period (and has shall have subsequently confirmed in writing) that, after reasonable efforts to determine the availability of such LIBOR deposits, such Lender the Majority Lenders reasonably anticipates anticipate that LIBOR deposits in an amount equal to the Percentage Interest of such Lender the Majority Lenders in the portion of the Revolving Credit Loans Loan as to which such LIBOR Pricing Option has been elected and which have a term corresponding to the LIBOR Interest Period in question will not be offered in the London interbank LIBOR market to such Lender the Majority Lenders at a rate of interest that does not exceed the anticipated LIBOR Base Rate (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 LIBOR markets to such Lender pursuant to legal or regulatory restrictions). If such notice is given pursuant to Section 3.2.2 in connection with (a) or (b) above, (i) any LIBOR Loans requested to be made on the first day of such Interest Period shall be made as Base Rate Loans, (ii) any Base Rate Loans that were to have been converted on the first day of such Interest Period to, and LIBOR Loans that were to have been continued as, LIBOR Loans shall be converted to or continued as Base Rate Loans, and (iii) any outstanding LIBOR Loans shall be converted, on the first day of such Interest Period, to Base Rate Loans. Until such notice has been withdrawn by the Agent, no further LIBOR Loans shall be made or continued as such, nor shall the Borrowers have the right to convert Base Rate Loans to LIBOR Loans. If such notice is given in connection with any request for a Multicurrency LIBOR Loan, the requested Revolving Credit Loan shall be made in United States DollarsRate.

Election of LIBOR Pricing Options. Subject to all of the ---------------------------------- terms and conditions of this Agreement hereof and so long as no Default exists, the Borrowers Borrower may from time to time, by irrevocable notice given by an Authorized Representative to the Agent actually received not less than three Banking Days prior to the commencement of the LIBOR Interest Period selected in such notice, elect to have such portion of the Revolving Credit Loans Loan as the Parent Borrower may specify in such notice accrue and bear interest during the LIBOR Interest Period so selected at the Applicable Rate computed on the basis of the LIBOR Rate. In the event the Borrowers at any time fail to elect a LIBOR Pricing Option under this Section 3.2.1 for any portion of the Revolving Credit Loans, then No such portion of the Revolving Credit Loans will accrue and bear interest at the Applicable Rate computed on the basis of the Base Rate. No election of a LIBOR Pricing Option will shall become effective: (a) if, prior to the commencement of any such LIBOR Interest Period, the Agent determines that (i) as a result of the adoption of or change in any Legal Requirement or in the interpretation or application thereof after the Initial Closing Date, the electing or granting of the LIBOR Pricing Option in question would be illegalviolate a Legal Requirement, (ii) LIBOR deposits in an amount comparable to the principal amount of the Revolving Credit Loans Loan as to which such LIBOR Pricing Option has been elected and which have a term corresponding to the proposed LIBOR Interest Period are not readily available in the London interbank inter-bank LIBOR market, or (iii) by reason of circumstances affecting the London interbank inter-bank LIBOR market, adequate and reasonable methods do not exist for ascertaining the interest rate applicable to such deposits for the proposed LIBOR Interest Period, or (iv) Revolving Credit Loans cannot be made in the applicable Foreign Currency; or (b) if any Lender has shall have advised the Agent by telephone or otherwise at or prior to 11:00 a.m. noon (Denver Boston time) on the second Banking Day prior to the commencement of such proposed LIBOR Interest Period (and has shall have subsequently confirmed in writing) that, after reasonable efforts to determine the availability of such LIBOR deposits, such Lender reasonably anticipates that LIBOR deposits in an amount equal to the Percentage Interest of such Lender in the portion of the Revolving Credit Loans Loan as to which such LIBOR Pricing Option has been elected and which have a term corresponding to the LIBOR Interest Period in question will not be offered in the London interbank LIBOR market to such Lender at a rate of interest that does not exceed the anticipated LIBOR Base Rate (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 LIBOR markets to such Lender pursuant to legal or regulatory restrictions). If such notice is given pursuant to Section 3.2.2 in connection with (a) or (b) above, (i) any LIBOR Loans requested to be made on the first day of such Interest Period shall be made as Base Rate Loans, (ii) any Base Rate Loans that were to have been converted on the first day of such Interest Period to, and LIBOR Loans that were to have been continued as, LIBOR Loans shall be converted to or continued as Base Rate Loans, and (iii) any outstanding LIBOR Loans shall be converted, on the first day of such Interest Period, to Base Rate Loans. Until such notice has been withdrawn by the Agent, no further LIBOR Loans shall be made or continued as such, nor shall the Borrowers have the right to convert Base Rate Loans to LIBOR Loans. If such notice is given in connection with any request for a Multicurrency LIBOR Loan, the requested Revolving Credit Loan shall be made in United States DollarsRate.

Election of LIBOR Pricing Options. (a) Subject to all the terms and conditions of this Agreement hereof and so long as there exists no Default existsDefault, BCS Holdings, as agent for the Borrowers may from time to timemay, by irrevocable notice given by an Authorized Representative delivering a Pricing Notice to the Agent actually received not less than at or before 10:00 a.m. Boston time on the date three Banking Business Days prior to the commencement of the Interest Period selected in such noticePricing Notice, elect to have such all or a portion of the outstanding Term Loans or Revolving Credit Loans Advances, as the Parent Borrowers may specify in such notice Pricing Notice, accrue and bear daily interest during the Interest Period so selected at a per annum rate equal to the Applicable LIBOR Rate computed on for such Interest Period; provided, however, that any such election made with respect to such Term Loans or Revolving Credit Advances shall be in an amount not less than $1,000,000 and in increments of $500,000; and provided further that no such election will be made if it would result in there being more than eight (8) LIBOR Pricing Options in the basis of the LIBOR Rate. In the event the Borrowers aggregate outstanding at any time fail to elect a LIBOR Pricing Option under this Section 3.2.1 for any portion of the Revolving Credit Loans, then such portion of the Revolving Credit one time. Interest on Loans will accrue and bear bearing interest at the Applicable LIBOR Rate computed shall be paid for the applicable Interest Period on the basis last day thereof and when such Loan is due (whether at maturity, by reason of acceleration or otherwise). In the case of any Interest Period longer than 90 days, the Borrowers will also jointly and severally pay the accrued and unpaid interest on the portion of the Base Rate. No election of a LIBOR Pricing Option will become effective: (a) if, prior Loan subject to the commencement of any such Interest Period, the Agent determines that (i) as a result of the adoption of or change in any Legal Requirement or in the interpretation or application thereof after the Initial Closing Date, the electing or granting of the LIBOR Pricing Option in question would be illegal, (ii) LIBOR deposits in an amount comparable to the principal amount of the Revolving Credit Loans as to which having such LIBOR Pricing Option has been elected and which have a term corresponding to the proposed Interest Period are not readily available in at quarterly intervals, the London interbank market, (iii) by reason of circumstances affecting the London interbank market, adequate and reasonable methods do not exist for ascertaining the interest rate applicable to first such deposits for the proposed Interest Period, or (iv) Revolving Credit Loans cannot be made in the applicable Foreign Currency; or (b) if any Lender has advised the Agent by telephone or otherwise at or prior to 11:00 a.m. (Denver time) on the second Banking Day prior to the commencement of such proposed Interest Period (and has subsequently confirmed in writing) that, after reasonable efforts to determine the availability of such LIBOR deposits, such Lender reasonably anticipates that LIBOR deposits in an amount equal to the Percentage Interest of such Lender in the portion of the Revolving Credit Loans as to which such LIBOR Pricing Option has been elected and which have a term corresponding to the Interest Period in question will not be offered in the London interbank market to such Lender at a rate of interest that does not exceed the anticipated LIBOR Base Rate (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 LIBOR markets to such Lender pursuant to legal or regulatory restrictions). If such notice is given pursuant to Section 3.2.2 in connection with (a) or (b) above, (i) any LIBOR Loans requested payment to be made on the first day last Business Day of such Interest Period shall be made as Base Rate Loans, (ii) any Base Rate Loans that were to have been converted on the first day of such Interest Period to, and LIBOR Loans that were to have been continued as, LIBOR Loans shall be converted to or continued as Base Rate Loans, and (iii) any outstanding LIBOR Loans shall be converted, three-month period which begins on the first day of such Interest Period. (b) Each Pricing Notice shall specify: (i) the selection of a LIBOR Pricing Option; (ii) the effective date and amount of Revolving Credit Advances or Term Loans or portion thereof subject to such LIBOR Pricing Option, subject to Base Rate Loansthe limitations set forth herein; and (iii) the duration of the applicable Interest Period. Until such notice has been withdrawn Each Pricing Notice shall be irrevocable. (c) The Agent will promptly inform each Lender of a Pricing Notice and the Interest Period specified by the AgentBorrowers therein. Upon determination by the Agent of the Applicable LIBOR Rate for any Interest Period selected by the Borrowers, no further LIBOR Loans shall be made or continued as such, nor shall the Agent will promptly inform the Borrowers have the right to convert Base and each Lender of such Applicable LIBOR Rate Loans to LIBOR Loans. If such notice is given in connection with any request for a Multicurrency LIBOR Loanso determined or, if applicable, the requested Revolving Credit Loan shall be made in United States Dollarsreason why the Borrowers' election will not become effective.

Election of LIBOR Pricing Options. Subject to all of the terms and conditions of this Agreement hereof and so long as no Default exists, the Borrowers Domestic Borrower or the Canadian Borrower, as the case may be, may from time to time, by irrevocable notice given by an Authorized Representative to the Domestic Agent or the Canadian Agent, as the case may be, actually received by noon (Boston time or Toronto time, as the case may be) not less than three Banking Days prior to the commencement of the LIBOR Interest Period selected in such notice, elect to have such portion of the Revolving Credit Loans Loan as the Parent Domestic Borrower or the Canadian Borrower, as the case may be, may specify in such notice accrue and bear interest during the LIBOR Interest Period so selected at the Applicable Rate computed on the basis of the applicable LIBOR Rate. In the event the Borrowers Domestic Borrower or the Canadian Borrower, as the case may be, at any time fail to does not elect a LIBOR Pricing Option under this Section 3.2.1 or a Fixed Rate Pricing Option under Section 3.3.1 for any portion of the Revolving Credit LoansLoan (upon termination of a LIBOR Pricing Option or otherwise), then such portion of the Revolving Credit Loans Loan will accrue and bear interest at the Applicable Rate computed based on the basis of the appropriate Base Rate. No election of a LIBOR Pricing Option will shall become effective: (a) if, prior to the commencement of any such LIBOR Interest Period, the Domestic Agent or the Canadian Agent, as applicable, reasonably determines that (i) as a result of the adoption of or change in any Legal Requirement or in the interpretation or application thereof after the Initial Closing Date, the electing or granting of the LIBOR Pricing Option in question would be illegalviolate a Legal Requirement, (ii) LIBOR eurodollar deposits in an amount comparable to the principal amount of the Revolving Credit Loans Loan as to which such LIBOR Pricing Option has been elected and which have a term corresponding to the proposed LIBOR Interest Period are not readily available in the London interbank inter-bank eurodollar market, or (iii) by reason of circumstances affecting the London interbank inter-bank eurodollar market, adequate and reasonable methods do not exist for ascertaining the interest rate applicable to such deposits for the proposed LIBOR Interest Period, or (iv) Revolving Credit Loans cannot be made in the applicable Foreign Currency; or (b) if any Lender has the Required Lenders shall have advised the Domestic Agent or the Canadian Agent, as applicable, by telephone or otherwise at or prior to 11:00 a.m. noon (Denver Boston time) on the second Banking Day prior to the commencement of such proposed LIBOR Interest Period (and has shall have subsequently confirmed in writing) that, after reasonable efforts to determine the availability of such LIBOR eurodollar deposits, such Lender the Required Lenders reasonably anticipates anticipate that LIBOR eurodollar deposits in an amount equal to the Percentage Interest of such Lender the Required Lenders in the portion of the Revolving Credit Loans Loan as to which such LIBOR Pricing Option has been elected and which have a term corresponding to the LIBOR Interest Period in question will not be offered in the London interbank eurodollar market to such Lender the Required Lenders at a rate of interest that does not exceed the anticipated LIBOR Base Rate (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 LIBOR markets to such Lender pursuant to legal or regulatory restrictions). If such notice is given pursuant to Section 3.2.2 in connection with (a) or (b) above, (i) any LIBOR Loans requested to be made on the first day of such Interest Period shall be made as Base Rate Loans, (ii) any Base Rate Loans that were to have been converted on the first day of such Interest Period to, and LIBOR Loans that were to have been continued as, LIBOR Loans shall be converted to or continued as Base Rate Loans, and (iii) any outstanding LIBOR Loans shall be converted, on the first day of such Interest Period, to Base Rate Loans. Until such notice has been withdrawn by the Agent, no further LIBOR Loans shall be made or continued as such, nor shall the Borrowers have the right to convert Base Rate Loans to LIBOR Loans. If such notice is given in connection with any request for a Multicurrency LIBOR Loan, the requested Revolving Credit Loan shall be made in United States DollarsBasic Rate.

Election of LIBOR Pricing Options. Subject to all of the terms and conditions of this Agreement hereof and so long as no Default exists, the Borrowers Company may from time to time, by irrevocable notice given by an Authorized Representative to the Agent actually received not less than three Banking Days prior to the commencement of the LIBOR Interest Period selected in such notice, elect to have such portion of the Revolving Credit Loans Loan as the Parent Company may specify in such notice accrue and bear interest during the LIBOR Interest Period so selected at the Applicable Rate computed on the basis of the LIBOR Rate. In the event the Borrowers at any time fail to elect a LIBOR Pricing Option under this Section 3.2.1 for any portion of the Revolving Credit Loans, then No such portion of the Revolving Credit Loans will accrue and bear interest at the Applicable Rate computed on the basis of the Base Rate. No election of a LIBOR Pricing Option will shall become effective: (a) if, prior to the commencement of any such LIBOR Interest Period, the Agent determines that (i) as a result of the adoption of or change in any Legal Requirement or in the interpretation or application thereof after the Initial Closing Date, the electing or granting of the LIBOR Pricing Option in question would be illegalviolate a Legal Requirement, (ii) LIBOR deposits in an amount comparable to the principal amount of the Revolving Credit Loans Loan as to which such LIBOR Pricing Option has been elected and which have a term corresponding to the proposed LIBOR Interest Period are not readily available in the London interbank inter-bank market, or (iii) by reason of circumstances affecting the London interbank inter-bank market, adequate and reasonable methods do not exist for ascertaining the interest rate applicable to such deposits for the proposed LIBOR Interest Period, or (iv) Revolving Credit Loans cannot be made in the applicable Foreign Currency; or (b) if any Lender has shall have advised the Agent by telephone or otherwise at or prior to 11:00 a.m. noon (Denver Boston time) on the second Banking Day prior to the commencement of such proposed LIBOR Interest Period (and has shall have subsequently confirmed in writing) that, after reasonable efforts to determine the availability of such LIBOR deposits, such Lender reasonably anticipates that LIBOR deposits in an amount equal to the Percentage Interest of such Lender in the portion of the Revolving Credit Loans Loan as to which such LIBOR Pricing Option has been elected and which have a term corresponding to the LIBOR Interest Period in question will not be offered in the London interbank inter-bank market to such Lender at a rate of interest that does not exceed the anticipated LIBOR Base Rate (unless the foregoing results from a deterioration subsequent to the date hereof in the creditworthiness of Basic Rate. Any such Lender or a change in may be replaced by the availability of LIBOR markets to such Lender pursuant to legal or regulatory restrictions). If such notice is given Company pursuant to Section 3.2.2 in connection with (a) or (b) above, (i) any LIBOR Loans requested to be made on the first day of such Interest Period shall be made as Base Rate Loans, (ii) any Base Rate Loans that were to have been converted on the first day of such Interest Period to, and LIBOR Loans that were to have been continued as, LIBOR Loans shall be converted to or continued as Base Rate Loans, and (iii) any outstanding LIBOR Loans shall be converted, on the first day of such Interest Period, to Base Rate Loans. Until such notice has been withdrawn by the Agent, no further LIBOR Loans shall be made or continued as such, nor shall the Borrowers have the right to convert Base Rate Loans to LIBOR Loans. If such notice is given in connection with any request for a Multicurrency LIBOR Loan, the requested Revolving Credit Loan shall be made in United States Dollars12.3.

Election of LIBOR Pricing Options. Subject to all of the terms and --------------------------------- conditions of this Agreement hereof and so long as no Default exists, the Borrowers may from time to time, by irrevocable notice given by an Authorized Representative to the Agent actually received not less than three Banking Days prior to the commencement of the Interest Period selected in such notice, elect to have such portion of the Revolving Credit Loans Loan as the Parent may specify in such notice accrue and bear interest during the Interest Period so selected at the Applicable Rate computed on the basis of the LIBOR Rate. In the event the Borrowers at any time fail to elect a LIBOR Pricing Option under this Section 3.2.1 for any portion of the Revolving Credit LoansLoan, then such portion of the Revolving Credit Loans Loan will accrue and bear interest at the Applicable Rate computed on the basis of the Base Rate. No election of a LIBOR Pricing Option will become effective: (a) if, prior to the commencement of any such Interest Period, the Agent determines that (i) as a result of the adoption of or change in any Legal Requirement or in the interpretation or application thereof after the Initial Closing Date, the electing or granting of the LIBOR Pricing Option in question would be illegal, (ii) LIBOR deposits in an amount comparable to the principal amount of the Revolving Credit Loans Loan as to which such LIBOR Pricing Option has been elected and which have a term corresponding to the proposed Interest Period are not readily available in the London interbank market, (iii) by reason of circumstances affecting the London interbank market, adequate and reasonable methods do not exist for ascertaining the interest rate applicable to such deposits for the proposed Interest Period, or (iv) Revolving Credit Loans cannot be made in the applicable Foreign Currency; or (b) if any Lender has advised the Agent by telephone or otherwise at or prior to 11:00 a.m. (Denver time) on the second Banking Day prior to the commencement of such proposed Interest Period (and has subsequently confirmed in writing) that, after reasonable efforts to determine the availability of such LIBOR deposits, such Lender reasonably anticipates that LIBOR deposits in an amount equal to the Percentage Interest of such Lender in the portion of the Revolving Credit Loans Loan as to which such LIBOR Pricing Option has been elected and which have a term corresponding to the Interest Period in question will not be offered in the London interbank market to such Lender at a rate of interest that does not exceed the anticipated LIBOR Base Rate (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 LIBOR markets to such Lender pursuant to legal or regulatory restrictions). If such notice is given pursuant to Section 3.2.2 in connection with (a) or (b) above, (i) any LIBOR Loans requested to be made on the first day of such Interest Period shall be made as Base Rate Loans, (ii) any Base Rate Loans that were to have been converted on the first day of such Interest Period to, and LIBOR Loans that were to have been or continued as, as LIBOR Loans shall be converted to or continued as Base Rate Loans, and (iii) any outstanding LIBOR Loans shall be converted, on the first day of such Interest Period, to Base Rate Loans. Until such notice has been withdrawn by the Agent, no further LIBOR Loans shall be made or continued as such, nor shall the Borrowers have the right to convert Base Rate Loans to LIBOR Loans. If such notice is given in connection with any request for a Multicurrency LIBOR Loan, the requested Revolving Credit Loan shall be made in United States Dollars.

Election of LIBOR Pricing Options. (a) Subject to all the terms and conditions of this Agreement hereof and so long as there exists no Default existsDefault, the Borrowers may from time to timemay, by irrevocable notice given by an Authorized Representative delivering a Pricing Notice to the Administrative Agent actually 20 received not less than three Banking at or before 10:00 a.m. Boston time on the date two (2) Business Days prior to the commencement of the Interest Period selected in such noticePricing Notice, elect to have such all or a portion of the Revolving Credit Loans outstanding Loans, as URI, as agent for the Parent Borrowers, may specify in such notice Pricing Notice, accrue and bear daily interest during the Interest Period so selected at a per annum rate equal to the Applicable LIBOR Rate computed on for such Interest Period; PROVIDED, HOWEVER, that any such election made with respect to the basis Loans shall be in an amount not less than $500,000 and in increments of $100,000; and PROVIDED FURTHER that no such election will be made if it would result in there being more than four (4) LIBOR Pricing Options in the LIBOR Rate. In the event the Borrowers aggregate outstanding at any time fail to elect a LIBOR Pricing Option under this Section 3.2.1 for any portion of the Revolving Credit Loans, then such portion of the Revolving Credit one time. Interest on Loans will accrue and bear bearing interest at the Applicable LIBOR Rate computed shall be paid for the applicable Interest Period on the basis last day thereof and when such Loan is due (whether at maturity, by reason of acceleration or otherwise) and if such Interest Period is longer than three (3) months, at intervals of three (3) months after the Base Rate. No election first day thereof. (b) Each Pricing Notice shall be substantially in the form of EXHIBIT D attached hereto and shall specify: (i) the selection of a LIBOR Pricing Option will become effective: (a) if, prior to the commencement of any such Interest Period, the Agent determines that (i) as a result of the adoption of or change in any Legal Requirement or in the interpretation or application thereof after the Initial Closing Date, the electing or granting of the LIBOR Pricing Option in question would be illegal, Option; (ii) LIBOR deposits in an amount comparable to the principal effective date and amount of the Revolving Credit Advances or Term Loans as or portion thereof subject to which such LIBOR Pricing Option has been elected and which have a term corresponding Option, subject to the proposed Interest Period are not readily available in the London interbank market, (iii) by reason of circumstances affecting the London interbank market, adequate and reasonable methods do not exist for ascertaining the interest rate applicable to such deposits for the proposed Interest Period, or (iv) Revolving Credit Loans cannot be made in the applicable Foreign Currencylimitations set forth herein; or (b) if any Lender has advised the Agent by telephone or otherwise at or prior to 11:00 a.m. (Denver time) on the second Banking Day prior to the commencement of such proposed Interest Period (and has subsequently confirmed in writing) that, after reasonable efforts to determine the availability of such LIBOR deposits, such Lender reasonably anticipates that LIBOR deposits in an amount equal to the Percentage Interest of such Lender in the portion of the Revolving Credit Loans as to which such LIBOR Pricing Option has been elected and which have a term corresponding to the Interest Period in question will not be offered in the London interbank market to such Lender at a rate of interest that does not exceed the anticipated LIBOR Base Rate (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 LIBOR markets to such Lender pursuant to legal or regulatory restrictions). If such notice is given pursuant to Section 3.2.2 in connection with (a) or (b) above, (i) any LIBOR Loans requested to be made on the first day of such Interest Period shall be made as Base Rate Loans, (ii) any Base Rate Loans that were to have been converted on the first day of such Interest Period to, and LIBOR Loans that were to have been continued as, LIBOR Loans shall be converted to or continued as Base Rate Loans, and (iii) any outstanding LIBOR Loans the duration of the applicable Interest Period. Each Pricing Notice shall be convertedirrevocable. (c) The Administrative Agent will promptly inform each Lender of a Pricing Notice and the Interest Period specified by the Borrower therein. Upon determination by the Administrative Agent of the Applicable LIBOR Rate for any Interest Period selected by the Borrowers, on the first day Administrative Agent will promptly inform URI, as agent for the Borrowers and each Lender of such Interest PeriodApplicable LIBOR Rate so determined or, to Base Rate Loans. Until such notice has been withdrawn by the Agent, no further LIBOR Loans shall be made or continued as such, nor shall the Borrowers have the right to convert Base Rate Loans to LIBOR Loans. If such notice is given in connection with any request for a Multicurrency LIBOR Loanif applicable, the requested Revolving Credit Loan shall be made in United States Dollarsreason why the Borrower's election will not become effective.

Election of LIBOR Pricing Options. Subject to all of the terms and conditions of this Agreement hereof and so long as no Default exists, the Borrowers Borrower may from time to time, by irrevocable notice given by an Authorized Representative to the Agent actually received by noon (Boston time) not less than three Banking Days prior to the commencement of the LIBOR Interest Period selected in such notice, elect to have such portion of the Revolving Credit Loans Loan as the Parent Borrower may specify in such notice accrue and bear interest during the LIBOR Interest Period so selected at the Applicable Rate computed on the basis of the LIBOR Rate. In the event the Borrowers Borrower at any time fail to does not elect a LIBOR Pricing Option under this Section 3.2.1 or a Fixed Rate Pricing Option under Section 3.3.1 for any portion of the Revolving Credit LoansLoan (upon termination of a LIBOR Pricing Option or otherwise), then such portion of the Revolving Credit Loans Loan will accrue and bear interest at the Applicable Rate computed based on the basis of the Base Rate. No election of a LIBOR Pricing Option will shall become effective: (a) if, prior to the commencement of any such LIBOR Interest Period, the Agent reasonably determines that (i) as a result of the adoption of or change in any Legal Requirement or in the interpretation or application thereof after the Initial Closing Date, the electing or granting of the LIBOR Pricing Option in question would be illegalviolate a Legal Requirement, (ii) LIBOR eurodollar deposits in an amount comparable to the principal amount of the Revolving Credit Loans Loan as to which such LIBOR Pricing Option has been elected and which have a term corresponding to the proposed LIBOR Interest Period are not readily available in the London interbank inter-bank eurodollar market, or (iii) by reason of circumstances affecting the London interbank inter-bank eurodollar market, adequate and reasonable methods do not exist for ascertaining the interest rate applicable to such deposits for the proposed LIBOR Interest Period, or (iv) Revolving Credit Loans cannot be made in the applicable Foreign Currency; or (b) if any Lender has the Required Lenders shall have advised the Agent by telephone or otherwise at or prior to 11:00 a.m. noon (Denver Boston time) on the second Banking Day prior to the commencement of such proposed LIBOR Interest Period (and has shall have subsequently confirmed in writing) that, after reasonable efforts to determine the availability of such LIBOR eurodollar deposits, such Lender the Required Lenders reasonably anticipates anticipate that LIBOR eurodollar deposits in an amount equal to the Percentage Interest of such Lender the Required Lenders in the portion of the Revolving Credit Loans Loan as to which such LIBOR Pricing Option has been elected and which have a term corresponding to the LIBOR Interest Period in question will not be offered in the London interbank eurodollar market to such Lender the Required Lenders at a rate of interest that does not exceed the anticipated LIBOR Base Rate (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 LIBOR markets to such Lender pursuant to legal or regulatory restrictions). If such notice is given pursuant to Section 3.2.2 in connection with (a) or (b) above, (i) any LIBOR Loans requested to be made on the first day of such Interest Period shall be made as Base Rate Loans, (ii) any Base Rate Loans that were to have been converted on the first day of such Interest Period to, and LIBOR Loans that were to have been continued as, LIBOR Loans shall be converted to or continued as Base Rate Loans, and (iii) any outstanding LIBOR Loans shall be converted, on the first day of such Interest Period, to Base Rate Loans. Until such notice has been withdrawn by the Agent, no further LIBOR Loans shall be made or continued as such, nor shall the Borrowers have the right to convert Base Rate Loans to LIBOR Loans. If such notice is given in connection with any request for a Multicurrency LIBOR Loan, the requested Revolving Credit Loan shall be made in United States DollarsBasic Rate.

Election of LIBOR Pricing Options. Subject to all of the terms and conditions of this Agreement hereof and so long as no Default exists, the Borrowers Company may from time to time, by irrevocable notice given by an Authorized Representative to the Agent actually received by noon (Boston time) not less than three Banking Days prior to the commencement of the LIBOR Interest Period selected in such notice, elect to have such portion of the Revolving Credit Loans Loan as the Parent Company may specify in such notice accrue and bear interest during the LIBOR Interest Period so selected at the Applicable Rate computed on on~the basis of the LIBOR Rate. In the event the Borrowers Company at any time fail to does not elect a LIBOR Pricing Option under this Section 3.2.1 for any portion of the Revolving Credit LoansLoan (upon termination of a LIBOR Pricing Option or otherwise), then such portion of the Revolving Credit Loans Loan will accrue and bear interest at the Applicable Rate computed based on the basis of the Base Rate. A single LIBOR Pricing Option may include any portion of the Revolving Loan designated by the Company in the notice referred to above. No election of a LIBOR Pricing Option will shall become effective: (a) if, prior to the commencement of any such LIBOR Interest Period, the Agent reasonably determines that that, by reason of circumstances arising after the date hereof, after consultation with the Company, (i) as a result of the adoption of or change in any Legal Requirement or in the interpretation or application thereof after the Initial Closing Date, the electing or granting of the LIBOR Pricing Option in question would be illegalviolate a Legal Requirement, (ii) LIBOR eurodollar deposits in an amount comparable to the principal amount of the Revolving Credit Loans Loan as to which such LIBOR Pricing Option has been elected and which have a term corresponding to the proposed LIBOR Interest Period are not readily available in the London interbank inter-bank eurodollar market, or (iii) by reason of circumstances affecting the London interbank inter-bank eurodollar market, adequate and reasonable methods do not exist for ascertaining the interest rate applicable to such deposits for the proposed LIBOR Interest Period, or (iv) Revolving Credit Loans cannot be made in the applicable Foreign Currency; or (b) if any Lender has the Required Lenders shall have advised the Agent by telephone or otherwise at or prior to 11:00 a.m. noon (Denver Boston time) on the second Banking Day prior to the commencement of such proposed LIBOR Interest Period (and has shall have subsequently confirmed in writing) that, after reasonable efforts to determine the availability of such LIBOR eurodollar deposits, such Lender the Required Lenders reasonably anticipates anticipate that LIBOR eurodollar deposits in an amount equal to the Percentage Interest of such Lender the Required Lenders in the portion of the Revolving Credit Loans Loan as to which such LIBOR Pricing Option has been elected and which have a term corresponding to the LIBOR Interest Period in question will not be offered in the London interbank eurodollar market to such Lender the Required Lenders at a rate of interest that does not exceed the anticipated LIBOR Base Rate (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 LIBOR markets to such Lender pursuant to legal or regulatory restrictions). If such notice is given pursuant to Section 3.2.2 in connection with (a) or (b) above, (i) any LIBOR Loans requested to be made on the first day of such Interest Period shall be made as Base Rate Loans, (ii) any Base Rate Loans that were to have been converted on the first day of such Interest Period to, and LIBOR Loans that were to have been continued as, LIBOR Loans shall be converted to or continued as Base Rate Loans, and (iii) any outstanding LIBOR Loans shall be converted, on the first day of such Interest Period, to Base Rate Loans. Until such notice has been withdrawn by the Agent, no further LIBOR Loans shall be made or continued as such, nor shall the Borrowers have the right to convert Base Rate Loans to LIBOR Loans. If such notice is given in connection with any request for a Multicurrency LIBOR Loan, the requested Revolving Credit Loan shall be made in United States DollarsBasic Rate.