Common use of Interest Rate Elections Clause in Contracts

Interest Rate Elections. (a) The initial Type of Loans comprising each Committed Borrowing, and the duration of the initial Interest Period applicable thereto if they are initially CD Loans or Euro-Dollar Loans, shall be as specified in the applicable Notice of Committed Borrowing. Thereafter, the relevant Borrower may from time to time elect to change or continue (x) the Type of, or (y) in the case of CD Loans or Euro-Dollar Loans, the duration of the Interest Period applicable to, the Loans included in any Committed Borrowing (excluding overdue Loans and subject in each case to the provisions of the definition of Interest Period and Article 8), as follows: (i) if such Loans are Base Rate Loans, such Borrower may elect to designate such Loans as CD Loans or Euro-Dollar Loans, or may elect to designate such Loans as any combination of Base Rate Loans, CD Loans and Euro-Dollar Loans; (ii) if such Loans are CD Loans, such Borrower may elect to designate such Loans as Base Rate Loans or Euro-Dollar Loans, may elect to continue such Loans as CD Loans for an additional Interest Period, or may elect to designate such Loans as any combination of Base Rate Loans, CD Loans and Euro-Dollar Loans; and (iii) if such Loans are Euro-Dollar Loans, such Borrower may elect to designate such Loans as Base Rate Loans or CD Loans, may elect to continue such Loans as Euro-Dollar Loans for an additional Interest Period, or may elect to designate such Loans as any combination of Base Rate Loans, CD Loans and Euro-Dollar Loans. Notwithstanding the foregoing, no Borrower may elect an Interest Period for CD Loans or Euro-Dollar Loans unless the aggregate outstanding principal amount of such Loans (including any such Loans made pursuant to Section 2.01 on the date that such Interest Period is to begin) to which such Interest Period will apply is at least $10,000,000. (b) Any election permitted by subsection (a) of this Section may become effective on any Euro-Dollar Business Day specified by the Borrower (the "Election Date"). Each such election shall be made by the Borrower by delivering a notice (a "Notice of Interest Rate Election") to the Agent not later than 11:00 A.M. (New York City time) on (x) the Election Date, if all the resulting Loans will be Base Rate Loans, (y) the second Domestic Business Day before the Election Date, if the resulting Loans will include CD Loans but not Euro-Dollar Loans, and (z) the third Euro-Dollar Business Day before the Election Date, if the resulting Loans will include Euro-Dollar Loans. Each Notice of Interest Rate Election shall specify with respect to the outstanding Loans to which such notice applies: (i) the Election Date; (ii) if the Type of Loan is to be changed, the new Type of Loan and, if such new Type is a CD Loan or Euro-Dollar Loan, the duration of the first Interest Period applicable thereto; (iii) if such Loans are CD Loans or Euro-Dollar Loans and the Type of such Loans is to be continued for an additional or different Interest Period, the duration of such additional or different Interest Period; and (iv) if such Loans are to be designated as a combination of Base Rate Loans, CD Loans and Euro-Dollar Loans, the information specified in clauses (i) through (iii) above as to each resulting Borrowing and the aggregate amount of each such Borrowing. Each Interest Period specified in a Notice of Interest Rate Election shall comply with the provisions of the definition of Interest Period and the last sentence of subsection (a) of this Section. (c) Upon receipt of a Notice of Interest Rate Election, the Agent shall promptly notify each Bank of the contents thereof and of such Bank's ratable share of such Borrowing, and such notice shall not thereafter be revocable by the Borrower. (d) If the Borrower (i) fails to deliver a timely Notice of Interest Rate Election to the Agent electing to continue or change the Type of, or the duration of the next Interest Period applicable to, the Loans included in any Committed Borrowing comprised of CD Loans or Euro-Dollar Loans and (ii) has not theretofore delivered a notice of prepayment relating to such Loans, then the Borrower shall be deemed to have given the Agent a Notice of Interest Rate Election electing to change the Type of such Loans to Base Rate Loans on the last day of the then current Interest Period applicable thereto.

Interest Rate Elections. (a) The initial Type of Loans comprising each Committed Borrowing, and the duration of the initial Interest Period applicable thereto if they are initially CD Loans or Euro-Dollar Loans, shall be as specified in the applicable Notice of Committed Borrowing. Thereafter, the relevant Borrower may from time to time elect to change or continue (x) the Type of, or (y) in the case of CD Loans or Euro-Dollar Loans, the duration of the Interest Period applicable to, the Loans included in any Committed Borrowing (excluding overdue Loans and subject in each case to the provisions of the definition of Interest Period and Article 8)VIII), as follows: (i) if such Loans are Base Rate Loans, such the Borrower may elect to designate such Loans as CD Loans or Euro-Dollar Loans, or may elect to designate such Loans as any combination of Base Rate Loans, CD Loans and Euro-Dollar Loans; (ii) if such Loans are CD Loans, such Borrower may elect to designate such Loans as Base Rate Loans or Euro-Dollar Loans, may elect to continue such Loans as CD Base Rate Loans for an additional Interest Period, or may elect to designate such Loans as any combination of Base Rate Loans, CD Loans and Euro-Dollar Loans; and and (iiiii) if such Loans are Euro-Dollar Loans, such the Borrower may elect to designate such Loans as Base Rate Loans or CD Loans, may elect to continue such Loans as Euro-Dollar Loans for an additional Interest Period, or may elect to designate such Loans as any combination of Base Rate Loans, CD Loans and Euro-Dollar Loans. Notwithstanding the foregoing, no the Borrower may not elect an Interest Period for CD Loans or Euro-Dollar Loans of any Class unless (A) the aggregate outstanding principal amount of such Euro-Dollar Loans (including any such Euro-Dollar Loans of the same Class made pursuant to Section 2.01 on the date that such Interest Period is to begin) to which such Interest Period will apply is at least $10,000,000. 3,000,000 and (bB) Any such election permitted by subsection (a) will not result in the total number of this Section may become effective on any outstanding Euro-Dollar Business Day specified by the Borrower (the "Election Date"). Each such election shall be made by the Borrower by delivering a notice (a "Notice of Interest Rate Election") to the Agent not later than 11:00 A.M. (New York City Borrowings exceeding 10 at any time) on (x) the Election Date, if all the resulting Loans will be Base Rate Loans, (y) the second Domestic Business Day before the Election Date, if the resulting Loans will include CD Loans but not Euro-Dollar Loans, and (z) the third Euro-Dollar Business Day before the Election Date, if the resulting Loans will include Euro-Dollar Loans. Each Notice of Interest Rate Election shall specify with respect to the outstanding Loans to which such notice applies: (i) the Election Date; (ii) if the Type of Loan is to be changed, the new Type of Loan and, if such new Type is a CD Loan or Euro-Dollar Loan, the duration of the first Interest Period applicable thereto; (iii) if such Loans are CD Loans or Euro-Dollar Loans and the Type of such Loans is to be continued for an additional or different Interest Period, the duration of such additional or different Interest Period; and (iv) if such Loans are to be designated as a combination of Base Rate Loans, CD Loans and Euro-Dollar Loans, the information specified in clauses (i) through (iii) above as to each resulting Borrowing and the aggregate amount of each such Borrowing. Each Interest Period specified in a Notice of Interest Rate Election shall comply with the provisions of the definition of Interest Period and the last sentence of subsection (a) of this Section. (c) Upon receipt of a Notice of Interest Rate Election, the Agent shall promptly notify each Bank of the contents thereof and of such Bank's ratable share of such Borrowing, and such notice shall not thereafter be revocable by the Borrower. (d) If the Borrower (i) fails to deliver a timely Notice of Interest Rate Election to the Agent electing to continue or change the Type of, or the duration of the next Interest Period applicable to, the Loans included in any Committed Borrowing comprised of CD Loans or Euro-Dollar Loans and (ii) has not theretofore delivered a notice of prepayment relating to such Loans, then the Borrower shall be deemed to have given the Agent a Notice of Interest Rate Election electing to change the Type of such Loans to Base Rate Loans on the last day of the then current Interest Period applicable thereto.

Interest Rate Elections. (a) The initial Type of ------------------------ Loans comprising each Committed Borrowing, and the duration of the initial Interest Period applicable thereto if they are initially CD Loans or Euro-Dollar Loans, shall be as specified in the applicable Notice of Committed Borrowing. Thereafter, the relevant Borrower may from time to time elect to change or continue (x) the Type of, or (y) in the case of CD Loans or Euro-Dollar Loans, the duration of the Interest Period applicable to, the Loans included in any Committed Borrowing (excluding overdue Loans and subject in each case to the provisions of the definition of Interest Period and Article 8)VIII), as follows: (i) if such Loans are Base Rate Loans, such the Borrower may elect to designate such Loans as CD Loans or Euro-Dollar Loans, or may elect to designate such Loans as any combination of Base Rate Loans, CD Loans and Euro-Dollar Loans; (ii) if such Loans are CD Loans, such Borrower may elect to designate such Loans as Base Rate Loans or Euro-Dollar Loans, may elect to continue such Loans as CD Base Rate Loans for an additional Interest Period, or may elect to designate such Loans as any combination of Base Rate Loans, CD Loans and Euro-Dollar Loans; and and (iiiii) if such Loans are Euro-Dollar Loans, such the Borrower may elect to designate such Loans as Base Rate Loans or CD Loans, may elect to continue such Loans as Euro-Dollar Loans for an additional Interest Period, or may elect to designate such Loans as any combination of Base Rate Loans, CD Loans and Euro-Dollar Loans. Notwithstanding the foregoing, no the Borrower may not elect an Interest Period for CD Loans or Euro-Dollar Loans of any Class unless (A) the aggregate outstanding principal amount of such Euro-Dollar Loans (including any such Euro-Dollar Loans of the same Class made pursuant to Section 2.01 on the date that such Interest Period is to begin) to which such Interest Period will apply is at least $10,000,0005,000,000 and (B) such election will not result in the total number of outstanding Euro-Dollar Borrowings exceeding 10 at any time. (b) Any election permitted by subsection (a) of this Section may become effective on any Euro-Dollar Business Day specified by the Borrower (the "Election Date"); provided that the Borrower may not specify an Election Date -------- with respect to an outstanding Euro-Dollar Loan that is not the last day of the Interest Period therefor. Each such election shall be made by the Borrower by delivering a notice (a "Notice of Interest Rate Election") to the Agent not later than 11:00 10:00 A.M. (New York City time) on (x) at least one Domestic Business Day before the Election Date, if all the resulting Loans will be Base Rate Loans, (y) the second Domestic Business Day before the Election Date, if the resulting Loans will include CD Loans but not Euro-Dollar Loans, and (z) the third at least three Euro-Dollar Business Day Days before the Election Date, if the resulting Loans will include Euro-Dollar Loans. Each Notice of Interest Rate Election shall specify with respect to the outstanding Loans to which such notice applies: (i) the Election Date; (ii) if the Type of Loan is to be changed, the new Type of Loan and, if such new Type is a CD Loan or Euro-Dollar Loan, the duration of the first Interest Period applicable thereto; ; (iii) if such Loans are CD Loans or Euro-Dollar Loans and the Type of such Loans is to be continued for an additional or different Interest Period, the duration of such additional or different Interest Period; and and (iv) if such Loans are to be designated as a combination of Base Rate Loans, CD Loans and Euro-Dollar Loans, the information specified in clauses (i) through (iii) above as to each resulting Borrowing and the aggregate amount of each such Borrowing. Each Interest Period specified in a Notice of Interest Rate Election shall comply with the provisions of the definition of Interest Period and the last sentence of subsection (a) of this Section. (c) Upon receipt of a Notice of Interest Rate Election, the Agent shall promptly notify each Bank Lender of the contents thereof and of such BankLender's ratable share of such Borrowing, Borrowing and such notice shall not thereafter be revocable by the Borrower. (d) If the Borrower (i) fails to deliver a timely Notice of Interest Rate Election to the Agent electing to continue or change the Type of, or the duration of the next Interest Period applicable to, the Loans included in any Committed Borrowing comprised of CD Loans or Euro-Dollar Loans as provided in this Section and (ii) has not theretofore delivered a notice of prepayment relating to such Loans, then the Borrower shall be deemed to have given the Agent a Notice of Interest Rate Election electing to change the Type of such Loans to (or continue the Type thereof as) Base Rate Loans Loans, with an Interest Period commencing on the last day of the then current Interest Period applicable theretoPeriod.

Interest Rate Elections. (a) The initial Type of Loans comprising each Committed Borrowing, and the duration of the initial Interest Period applicable thereto if they are initially CD Loans or Euro-Dollar Currency Loans, shall be as specified in the applicable Notice of Committed Borrowing. Thereafter, the relevant Borrower may from time to time elect to change or continue (x) the Type of, or (y) in the case of CD Loans or Euro-Dollar Loans, the duration of the Interest Period applicable to, the Loans included in any Committed Borrowing (excluding overdue Loans and subject in each case to the provisions of the definition of Interest Period and Article 8)VIII), as follows: (i) if such Loans are Base Rate Loans, such Borrower may elect to designate such Loans as CD Loans or Euro-Dollar Loans, or may elect to designate such Loans as any combination of Base Rate Loans, CD Loans and Euro-Dollar Loans; (ii) if such Loans are CD Loans, such Borrower may elect to designate such Loans as Base Rate Loans or Euro-Dollar Currency Loans, may elect to continue such Loans as CD Base Rate Loans for an additional Interest Period, or may elect to designate such Loans as any combination of Base Rate Loans, CD Loans and Euro-Dollar Currency Loans; and ; (iiiii) if such Loans are Euro-Dollar Currency Loans, such Borrower may elect to designate such Loans as Base Rate Loans or CD Loans, may elect to continue such Loans as Euro-Dollar Currency Loans for an additional Interest Period, or may elect to designate such Loans as any combination of Base Rate Loans, CD Loans and Euro-Dollar Currency Loans. Notwithstanding the foregoing, no Borrower may elect an Interest Period for CD Loans or Euro-Dollar Currency Loans unless the aggregate outstanding principal amount of such Euro-Currency Loans (including any such Euro-Currency Loans made pursuant to Section 2.01 on the date that such Interest Period is to begin) to which such Interest Period will apply is at least $10,000,0005,000,000 or any larger multiple of $500,000. (b) Any election permitted by subsection (a) of this Section may become effective on any Euro-Dollar Currency Business Day specified by the applicable Borrower (the "Election Date"); provided that, with respect to any outstanding Euro-Currency Loan, the applicable Borrower may not specify an Election Date that is other than the last day of the Interest Period therefor. Each such election shall be made by the applicable Borrower by delivering a notice (a "Notice of Interest Rate Election") to the Agent not later than 11:00 A.M. (New York City time) on (x) the Election Date, if all the resulting Loans will be Base Rate Loans, Loans and (y) the second Domestic Business Day before the Election Date, if the resulting Loans will include CD Loans but not date three Euro-Dollar Loans, and (z) the third Euro-Dollar Currency Business Day Days before the Election Date, if the resulting Loans will include Euro-Dollar Currency Loans. Each Notice of Interest Rate Election shall specify with respect to the outstanding Loans to which such notice applies: (i) the Election Date; (ii) if the Type of Loan is to be changed, the new Type of Loan and, if such new Type is a CD Loan or Euro-Dollar Currency Loan, the duration of the first new Interest Period applicable thereto; ; (iii) if such Loans are CD Loans or Euro-Dollar Currency Loans and the Type of such Loans is to be continued for an additional or different Interest Period, the duration of such additional or different Interest Period; and and (iv) if such Loans are to be designated as a combination of Base Rate Loans, CD Loans and or Euro-Dollar Currency Loans, the information specified in clauses (i) through (iii) above as to each resulting Borrowing and the aggregate amount of each such Borrowing. Each Interest Period specified in a Notice of Interest Rate Election shall comply with the provisions of the definition of Interest Period and the last sentence of subsection (a) of this Section. (c) Upon receipt of a Notice of Interest Rate Election, the Agent shall promptly notify each Bank of the contents thereof and of such Bank's ratable share of such Borrowing, Borrowing and such notice shall not thereafter be revocable by the applicable Borrower. (d) If the a Borrower (i) fails to deliver a timely Notice of Interest Rate Election to the Agent electing to continue or change the Type of, or the duration of the next Interest Period applicable to, the Loans included in any Committed Borrowing comprised of CD Loans or Euro-Dollar Loans as provided in this Section and (ii) has not theretofore delivered a notice of prepayment relating to such Committed Loans, then the such Borrower shall be deemed to have given the Agent a Notice of Interest Rate Election electing to change the Type of such Loans to (or continue the Type thereof as) Base Rate Loans Loans, with an Interest Period commencing on the last day of the then current Interest Period applicable theretoPeriod.

Interest Rate Elections. (a) The initial Type of ------------------------ Loans comprising each Committed Borrowing, and the duration of the initial Interest Period applicable thereto if they are initially CD Loans or Euro-Dollar Loans, shall be as specified in the applicable Notice of Committed Borrowing. Thereafter, the relevant Borrower may from time to time elect to change or continue (x) the Type of, or (y) in the case of CD Loans or Euro-Dollar Loans, the duration of the Interest Period applicable to, the Loans included in any Committed Borrowing (excluding overdue Loans and subject in each case to the provisions of the definition of Interest Period and Article 8)VIII), as follows: (i) if such Loans are Base Rate Loans, such the Borrower may elect to designate such Loans as CD Loans or Euro-Dollar Loans, or may elect to designate such Loans as any combination of Base Rate Loans, CD Loans and Euro-Dollar Loans; (ii) if such Loans are CD Loans, such Borrower may elect to designate such Loans as Base Rate Loans or Euro-Dollar Loans, may elect to continue such Loans as CD Base Rate Loans for an additional Interest Period, or may elect to designate such Loans as any combination of Base Rate Loans, CD Loans and Euro-Dollar Loans; and and (iiiii) if such Loans are Euro-Dollar Loans, such the Borrower may elect to designate such Loans as Base Rate Loans or CD Loans, may elect to continue such Loans as Euro-Dollar Loans for an additional Interest Period, or may elect to designate such Loans as any combination of Base Rate Loans, CD Loans and Euro-Dollar Loans. Notwithstanding the foregoing, no the Borrower may not elect an Interest Period for CD Loans or Euro-Dollar Loans of any Class unless (A) the aggregate outstanding principal amount of such Euro-Dollar Loans (including any such Euro-Dollar Loans of the same Class made pursuant to Section 2.01 on the date that such Interest Period is to begin) to which such Interest Period will apply is at least $10,000,0005,000,000 and (B) such election will not result in the total number of outstanding Euro-Dollar Borrowings exceeding 10 at any time. (b) Any election permitted by subsection (a) of this Section may become effective on any Euro-Dollar Business Day specified by the Borrower (the "Election Date"); provided that the Borrower may not specify an Election Date -------- with respect to an outstanding Euro-Dollar Loan that is not the last day of the Interest Period therefor. Each such election shall be made by the Borrower by delivering a notice (a "Notice of Interest Rate Election") to the Agent not later than 11:00 10:00 A.M. (New York City time) on (x) at least one Domestic Business Day before the Election Date, if all the resulting Loans will be Base Rate Loans, (y) the second Domestic and at least three Euro-Dollar Business Day Days before the Election Date, if the resulting Loans will include CD Loans but not Euro-Dollar Loans, and (z) the third Euro-Dollar Business Day before the Election Date, if the resulting Loans will include Euro-Dollar Loans. Each Notice of Interest Rate Election shall specify with respect to the outstanding Loans to which such notice applies: (i) the Election Date; (ii) if the Type of Loan is to be changed, the new Type of Loan and, if such new Type is a CD Loan or Euro-Dollar Loan, the duration of the first Interest Period applicable thereto; (iii) if such Loans are CD Loans or Euro-Dollar Loans and the Type of such Loans is to be continued for an additional or different Interest Period, the duration of such additional or different Interest Period; and (iv) if such Loans are to be designated as a combination of Base Rate Loans, CD Loans and Euro-Dollar Loans, the information specified in clauses (i) through (iii) above as to each resulting Borrowing and the aggregate amount of each such Borrowing. Each Interest Period specified in a Notice of Interest Rate Election shall comply with the provisions of the definition of Interest Period and the last sentence of subsection (a) of this Section. (c) Upon receipt of a Notice of Interest Rate Election, the Agent shall promptly notify each Bank of the contents thereof and of such Bank's ratable share of such Borrowing, and such notice shall not thereafter be revocable by the Borrower. (d) If the Borrower (i) fails to deliver a timely Notice of Interest Rate Election to the Agent electing to continue or change the Type of, or the duration of the next Interest Period applicable to, the Loans included in any Committed Borrowing comprised of CD Loans or Euro-Dollar Loans and (ii) has not theretofore delivered a notice of prepayment relating to such Loans, then the Borrower shall be deemed to have given the Agent a Notice of Interest Rate Election electing to change the Type of such Loans to Base Rate Loans on the last day of the then current Interest Period applicable thereto.Euro-

Interest Rate Elections. (a) The initial Type of Loans comprising each Committed Borrowing, and the duration of the initial Interest Period applicable thereto if they are initially CD Loans or Euro-Dollar Currency Loans, shall be as specified in the applicable Notice of Committed Borrowing. Thereafter, the relevant Borrower may from time to time elect to change or continue (x) the Type of, or (y) in the case of CD Loans or Euro-Dollar Loans, the duration of the Interest Period applicable to, the Loans included in any Committed Borrowing (excluding overdue Loans and subject in each case to the provisions of the definition of Interest Period and Article 8)VIII), as follows: (i) if such Loans are Base Rate Loans, such Borrower may elect to designate such Loans as CD Loans or Euro-Dollar Currency Loans, may elect to continue such Loans as Base Rate Loans for an additional Interest Period, or may elect to designate such Loans as any combination of Base Rate Loans, CD Loans and Euro-Dollar Currency Loans; ; (ii) if such Loans are CD Loans, such Borrower may elect to designate such Loans as Base Rate Loans or Euro-Dollar Currency Loans, may elect to continue such Loans as CD Loans for an additional Interest Period, or may elect to designate such Loans as any combination of Base Rate Loans, CD Loans and Euro-Dollar Currency Loans; and and (iii) if such Loans are Euro-Dollar Currency Loans, such Borrower may elect to designate such Loans as Base Rate Loans or CD Loans, may elect to continue such Loans as Euro-Dollar Currency Loans for an additional Interest Period, or may elect to designate such Loans as any combination of Base Rate Loans, CD Loans and Euro-Dollar Currency Loans. Notwithstanding the foregoing, no Borrower may elect an Interest Period for CD Loans or Euro-Dollar Currency Loans unless the aggregate outstanding principal amount of such CD Loans or Euro-Currency Loans (including any such CD Loans or Euro-Currency Loans made pursuant to Section 2.01 on the date that such Interest Period is to begin) to which such Interest Period will apply is at least $10,000,0005,000,000 or any larger multiple of $1,000,000. (b) Any election permitted by subsection (a) of this Section may become effective on any Euro-Dollar Currency Business Day specified by the applicable Borrower (the "Election Date"); provided that, with respect to any outstanding CD Loan or Euro-Currency Loan, the applicable Borrower may not specify an Election Date that is other than the last day of the Interest Period therefor. Each such election shall be made by the applicable Borrower by delivering a notice (a "Notice of Interest Rate Election") to the Agent not later than 11:00 A.M. (New York City time) on (x) the Election Date, if all the resulting Loans will be Base Rate Loans, (y) the second date two Domestic Business Day Days before the Election Date, if the resulting Loans will include CD Loans but not Euro-Dollar Currency Loans, and (z) the third date three Euro-Dollar Currency Business Day Days before the Election Date, if the resulting Loans will include Euro-Dollar Currency Loans. Each Notice of Interest Rate Election shall specify with respect to the outstanding Loans to which such notice applies: (i) the Election Date; (ii) if the Type of Loan is to be changed, the new Type of Loan and, if such new Type is a CD Loan or Euro-Dollar Currency Loan, the duration of the first new Interest Period applicable thereto; ; (iii) if such Loans are CD Loans or Euro-Dollar Currency Loans and the Type of such Loans is to be continued for an additional or different Interest Period, the duration of such additional or different Interest Period; and and (iv) if such Loans are to be designated as a combination of Base Rate Loans, CD Loans and or Euro-Dollar Currency Loans, the information specified in clauses (i) through (iii) above as to each resulting Borrowing and the aggregate amount of each such Borrowing. Each Interest Period specified in a Notice of Interest Rate Election shall comply with the provisions of the definition of Interest Period and the last sentence of subsection (a) of this Section. (c) Upon receipt of a Notice of Interest Rate Election, the Agent shall promptly notify each Bank of the contents thereof and of such Bank's ratable share of such Borrowing, and such notice shall not thereafter be revocable by the Borrower. (d) If the Borrower (i) fails to deliver a timely Notice of Interest Rate Election to the Agent electing to continue or change the Type of, or the duration of the next Interest Period applicable to, the Loans included in any Committed Borrowing comprised of CD Loans or Euro-Dollar Loans and (ii) has not theretofore delivered a notice of prepayment relating to such Loans, then the Borrower shall be deemed to have given the Agent a Notice of Interest Rate Election electing to change the Type of such Loans to Base Rate Loans on the last day of the then current Interest Period applicable thereto.

Interest Rate Elections. (a) The initial Type of Loans comprising each Committed Borrowing, and the duration of the initial Interest Period applicable thereto if they are initially CD Loans or Euro-Dollar Loans, shall be as specified in the applicable Notice of Committed Borrowing. Thereafter, the relevant Borrower may from time to time elect to change or continue (x) the Type of, or (y) in the case of CD Loans or Euro-Dollar Loans, the duration of the Interest Period applicable to, the Loans included in any Committed Borrowing (excluding overdue Loans and subject in each case to the provisions of the definition of Interest Period and Article 8)VIII), as follows: (i) if such Loans are Base Rate Loans, such the Borrower may elect to designate such Loans as CD Loans or Euro-Dollar Loans, may elect to continue such Loans as Base Rate Loans for an additional Interest Period, or may elect to designate such Loans as any combination of Base Rate Loans, CD Loans and Euro-Dollar Loans; ; (ii) if such Loans are CD Loans, such the Borrower may elect to designate such Loans as Base Rate Loans or Euro-Dollar Loans, may elect to continue such Loans as CD Loans for an additional Interest Period, or may elect to designate such Loans as any combination of Base Rate Loans, CD Loans and Euro-Dollar Loans; and and (iii) if such Loans are Euro-Dollar Loans, such the Borrower may elect to designate such Loans as Base Rate Loans or CD Loans, may elect to continue such Loans as Euro-Dollar Loans for an additional Interest Period, or may elect to designate such Loans as any combination of Base Rate Loans, CD Loans and Euro-Dollar Loans. Notwithstanding the foregoing, no the Borrower may not elect an Interest Period for CD Loans or Euro-Euro- Dollar Loans unless the aggregate outstanding principal amount of such CD Loans or Euro-Dollar Loans (including any such CD Loans or Euro-Dollar Loans made pursuant to Section 2.01 on the date that such Interest Period is to begin) to which such Interest Period will apply is at least $10,000,0002,500,000. (b) Any election permitted by subsection (a) of this Section may become effective on any Euro-Dollar Business Day specified by the Borrower (the "Election Date"). Each such election shall be made by the Borrower by delivering a notice (a "Notice of Interest Rate Election") to the Agent not later than 11:00 10:00 A.M. (New York City time) on (x) at least one Domestic Business Day before the Election Date, if all the resulting Loans will be Base Rate Loans, (y) the second at least two Domestic Business Day Days before the Election Date, if the resulting Loans will include CD Loans but not Euro-Dollar Loans, and (z) the third at least three Euro-Dollar Business Day Days before the Election Date, if the resulting Loans will include Euro-Dollar Loans; provided that, if a Notice of Interest Rate Election provides for an Election Date with respect to an outstanding Fixed Rate Loan that is not the last day of the Interest Period therefor, such Notice of Interest Rate Election shall be delivered not later than 10:00 A.M. (New York City time) at least three Euro-Dollar Business Days before the Election Date. Each Notice of Interest Rate Election shall specify with respect to the outstanding Loans to which such notice applies: (i) the Election Date; (ii) if the Type of Loan is to be changed, the new Type of Loan and, if such new Type is a CD Loan or Euro-Dollar Loan, the duration of the first Interest Period applicable thereto; ; (iii) if such Loans are CD Loans or Euro-Euro- Dollar Loans and the Type of such Loans is to be continued for an additional or different Interest Period, the duration of such additional or different Interest Period; and and (iv) if such Loans are to be designated as a combination of Base Rate Loans, CD Loans and or Euro-Dollar Loans, the information specified in clauses (i) through (iii) above as to each resulting Borrowing and the aggregate amount of each such Borrowing. Each Interest Period specified in a Notice of Interest Rate Election shall comply with the provisions of the definition of Interest Period and the last sentence of subsection (a) of this Section. (c) Upon receipt of a Notice of Interest Rate Election, the Agent shall promptly notify each Bank of the contents thereof and of such Bank's ratable share of such Borrowing, Borrowing and such notice shall not thereafter be revocable by the Borrower. (d) If the Borrower (i) fails to deliver a timely Notice of Interest Rate Election to the Agent electing to continue or change the Type of, or the duration of the next Interest Period applicable to, the Loans included in any Committed Borrowing comprised of CD Loans or Euro-Dollar Loans as provided in this Section and (ii) has not theretofore delivered a notice of prepayment relating to such Loans, then the Borrower shall be deemed to have given the Agent a Notice of Interest Rate Election electing to change the Type of such Loans to (or continue the Type thereof as) Base Rate Loans Loans, with an Interest Period commencing on the last day of the then current Interest Period. (e) Notwithstanding the foregoing, the Borrower shall not be entitled to specify or elect in any Notice of Borrowing or Notice of Interest Rate Election that any Loans shall be or become Fixed Rate Loans if an Event of Default shall have occurred and be continuing and the Required Banks shall have notified the Agent that additional Fixed Rate Loans shall not be made available while such Event of Default is continuing. If the Agent shall receive such notice from the Required Banks, then the Agent shall notify the Borrower thereof and, thereafter, until all Events of Default have been cured or waived (or such notice has been rescinded), each outstanding Loan shall be changed to or continued as a Base Rate Loan on the last day of its Interest Period applicable theretoand any additional Loans shall be made as Base Rate Loans.

Interest Rate Elections. (a) Each Loan initially shall be a Base Rate Loan. Thereafter, subject to the terms and conditions of this Agreement, the Borrower may elect to convert such Borrowing into a different Type or to continue such Borrowing, and in the case of a Eurodollar Borrowing, may elect Interest Periods therefor, all as provided in this Section. The initial Type Borrower may elect different options with respect to different portions of the affected Borrowing, in which case each such portion shall be allocated ratably among the Lenders holding Loans comprising each Committed such Borrowing, and the duration of the initial Interest Period applicable thereto if they are initially CD Loans or Euro-Dollar Loans, comprising each such portion shall be as specified in the applicable Notice of Committed considered a separate Borrowing. Thereafter, the relevant Borrower may from time to time elect to change or continue (x) the Type of, or (y) in the case of CD Loans or Euro-Dollar Loans, the duration of the Interest Period applicable to, the Loans included in any Committed Borrowing (excluding overdue Loans and subject in each case to the provisions of the definition of Interest Period and Article 8), as follows: (i) if such Loans are Base Rate Loans, such Borrower may elect to designate such Loans as CD Loans or Euro-Dollar Loans, or may elect to designate such Loans as any combination of Base Rate Loans, CD Loans and Euro-Dollar Loans; (ii) if such Loans are CD Loans, such Borrower may elect to designate such Loans as Base Rate Loans or Euro-Dollar Loans, may elect to continue such Loans as CD Loans for an additional Interest Period, or may elect to designate such Loans as any combination of Base Rate Loans, CD Loans and Euro-Dollar Loans; and (iii) if such Loans are Euro-Dollar Loans, such Borrower may elect to designate such Loans as Base Rate Loans or CD Loans, may elect to continue such Loans as Euro-Dollar Loans for an additional Interest Period, or may elect to designate such Loans as any combination of Base Rate Loans, CD Loans and Euro-Dollar Loans. Notwithstanding the foregoing, no Borrower may elect an Interest Period for CD Loans or Euro-Dollar Loans unless the aggregate outstanding principal amount of such Loans (including any such Loans made pursuant to Section 2.01 on the date that such Interest Period is to begin) to which such Interest Period will apply is at least $10,000,000. (b) Any To make an election permitted by subsection pursuant to this Section, the Borrower shall give the Administrative Agent prior written notice (aor telephonic notice promptly confirmed in writing) of this Section may become effective on any Euro-Dollar Business Day specified by each Borrowing substantially in the Borrower (the "Election Date"). Each such election shall be made by the Borrower by delivering a notice form of Exhibit J (a "“Notice of Interest Rate Election"Conversion/Continuation”) that is to be converted or continued, as the Agent not later than case may be, (x) prior to 11:00 A.M. a.m. (New York City time) on (x) the Election Date, if all the resulting Loans will be requested date of a conversion into a Base Rate Loans, Borrowing and (y) the second Domestic prior to 11:00 a.m. (New York City time) three (3) Business Day before the Election Date, if the resulting Loans will include CD Loans but not Euro-Dollar Loans, and (z) the third Euro-Dollar Business Day before the Election Date, if the resulting Loans will include Euro-Dollar LoansDays prior to a continuation of or conversion into a Eurodollar Borrowing. Each such Notice of Interest Rate Election Conversion/Continuation shall be irrevocable and shall specify with respect to the outstanding Loans to which such notice applies: (i) the Election Date; Borrowing to which such Notice of Conversion/Continuation applies and if different options are being elected with respect to different portions thereof, the portions thereof that are to be allocated to each resulting Borrowing (in which case the information to be specified pursuant to clauses (iii) and (iv) shall be specified for each resulting Borrowing); (ii) if the Type effective date of Loan the election made pursuant to such Notice of Conversion/Continuation, which shall be a Business Day, (iii) whether the resulting Borrowing is to be changed, the new Type of Loan and, if such new Type is a CD Loan Base Rate Borrowing or Euro-Dollar Loan, the duration of the first Interest Period applicable thereto; (iii) if such Loans are CD Loans or Euro-Dollar Loans and the Type of such Loans is to be continued for an additional or different Interest Period, the duration of such additional or different Interest Perioda Eurodollar Borrowing; and (iv) if such Loans are the resulting Borrowing is to be designated as a combination of Base Rate Loans, CD Loans and Euro-Dollar LoansEurodollar Borrowing, the information specified in clauses (i) through (iii) above as to each resulting Borrowing and the aggregate amount of each such Borrowing. Each Interest Period specified in applicable thereto after giving effect to such election, which shall be a Notice of Interest Rate Election shall comply with the provisions of period contemplated by the definition of “Interest Period and the last sentence of subsection (a) of this Section. (c) Upon receipt of a Period”. If any such Notice of Conversion/Continuation requests a Eurodollar Borrowing but does not specify an Interest Rate ElectionPeriod, the Agent shall promptly notify each Bank of the contents thereof and of such Bank's ratable share of such Borrowing, and such notice shall not thereafter be revocable by the Borrower. (d) If the Borrower (i) fails to deliver a timely Notice of Interest Rate Election to the Agent electing to continue or change the Type of, or the duration of the next Interest Period applicable to, the Loans included in any Committed Borrowing comprised of CD Loans or Euro-Dollar Loans and (ii) has not theretofore delivered a notice of prepayment relating to such Loans, then the Borrower shall be deemed to have given selected an Interest Period of one month. The principal amount of each Eurodollar Loan shall be not less than $1,000,000 or a larger multiple of $1,000,000, and the Agent principal amount of each Base Rate Loan shall not be less than $1,000,000 or a larger multiple of $100,000. At no time shall the total number of Eurodollar Loans outstanding at any time exceed four (4). (c) If, on the expiration of any Interest Period in respect of any Eurodollar Borrowing, the Borrower shall have failed to deliver a Notice of Interest Rate Election electing Conversion/Continuation, then, unless such Borrowing is repaid as provided herein, the Borrower shall be deemed to change the Type of have elected to convert such Loans Borrowing to a Base Rate Loans Borrowing. Notwithstanding anything to the contrary in this Agreement, no Loan may be converted into, or continued as, a Eurodollar Loan if a Default or an Event of Default exists, unless the Administrative Agent and each of the Lenders shall have otherwise consented in writing. No conversion of any Eurodollar Loan shall be permitted except on the last day of the then current Interest Period applicable theretoin respect thereof. (d) Upon receipt of any Notice of Conversion/Continuation, the Administrative Agent shall promptly notify each Lender of the details thereof and of such Lender’s portion of each resulting Borrowing.

Interest Rate Elections. (a) The initial Type of Loans comprising each Committed Borrowing, and the duration of the initial Interest Period applicable thereto if they are initially CD Loans or Euro-Dollar LIBOR Loans, shall be as specified in the applicable Notice of Committed Borrowing. Thereafter, the relevant Borrower may from time to time elect to change or continue (x) the Type of, or (y) in the case of CD Loans or Euro-Dollar Loans, the duration of the Interest Period applicable to, the Loans (other than Swingline Loans) included in any Committed Borrowing (excluding overdue Loans and subject in each case to the provisions of the definition of Interest Period and Article 8)VIII), as follows: (i) if such Loans are Base Rate LoansLoans (other than a Swingline Loan), such the Borrower may elect to designate such Loans as CD Loans or Euro-Dollar LIBOR Loans, may elect to continue such Loans as Base Rate Loans or may elect to designate such Loans as any combination of Base Rate Loans, CD Loans and Euro-Dollar LIBOR Loans; and (ii) if such Loans are CD LIBOR Loans, such the Borrower may elect to designate such Loans as Base Rate Loans or Euro-Dollar Loans, may elect to continue such Loans as CD LIBOR Loans for an additional Interest Period, or may elect to designate such Loans as any combination of Base Rate Loans, CD Loans and Euro-Dollar Loans; and (iii) if such Loans are Euro-Dollar Loans, such Borrower may elect to designate such Loans as Base Rate Loans or CD Loans, may elect to continue such Loans as Euro-Dollar Loans for an additional Interest Period, or may elect to designate such Loans as any combination of Base Rate Loans, CD Loans and Euro-Dollar LIBOR Loans. Notwithstanding the foregoing, no the Borrower may not elect an Interest Period for CD Loans or Euro-Dollar LIBOR Loans unless the aggregate outstanding principal amount of such each Bank’s Applicable Percentage of the LIBOR Loans (including any such LIBOR Loans made pursuant to Section 2.01 on the date that such Interest Period is to begin) to which such Interest Period will apply is at least $10,000,000500,000 or any larger multiple of $100,000 provided, however, at no time during the period of (i) August 15 to and including October 31 shall there be more than fourteen (14) different Interest Periods outstanding and (ii) November 1 to and including August 14 of any fiscal year of the Borrower shall there be more than eight (8) different Interest Periods outstanding. (b) Any election permitted by subsection (a) of this Section may become effective on any Euro-Dollar LIBOR Business Day specified by the Borrower (the "“Election Date"”); provided that, with respect to any outstanding LIBOR Loan, the Borrower may not specify an Election Date that is other than the last day of the Interest Period therefor. Each such election shall be made by the Borrower by delivering a notice (a "“Notice of Interest Rate Election"”) to the Administrative Agent not later than 11:00 A.M. a.m. (New York City time) on (x) the Election Date, if all the resulting Loans will be Base Rate Loans, Loans and (y) the second Domestic date three (3) LIBOR Business Day Days before the Election Date, if the resulting Loans will include CD Loans but not Euro-Dollar Loans, and (z) the third Euro-Dollar Business Day before the Election Date, if the resulting Loans will include Euro-Dollar LIBOR Loans. Each Notice of Interest Rate Election shall specify with respect to the outstanding Loans to which such notice applies: (i) the Election Date; (ii) if the Type of Loan is to be changed, the new Type of Loan and, if such new Type is a CD Loan or Euro-Dollar LIBOR Loan, the duration of the first new Interest Period applicable thereto; ; (iii) if such Loans are CD Loans or Euro-Dollar LIBOR Loans and the Type of such Loans is to be continued for an additional or different Interest Period, the duration of such additional or different Interest Period; and and (iv) if such Loans are to be designated as a combination of Base Rate Loans, CD Loans and Euro-Dollar or LIBOR Loans, the information specified in clauses (i) through (iii) above as to each resulting Borrowing and the aggregate amount of each such Borrowing. Each Interest Period specified in a Notice of Interest Rate Election shall comply with the provisions of the definition of Interest Period and the last sentence of subsection (a) of this Section. (c) Upon receipt of a Notice of Interest Rate Election, the Administrative Agent shall promptly notify each Bank of the contents thereof and of such Bank's ratable ’s share of such Borrowing, Borrowing and such notice shall not thereafter be revocable by the applicable Borrower. (d) If the a Borrower (i) fails to deliver a timely Notice of Interest Rate Election to the Administrative Agent electing to continue or change the Type of, or the duration of the next Interest Period applicable to, the Loans included in any Committed Borrowing comprised of CD Loans or Euro-Dollar Loans as provided in this Section and (ii) has not theretofore delivered a notice of prepayment relating to such Loans, then the such Borrower shall be deemed to have given the Administrative Agent a Notice of Interest Rate Election electing to change the Type of such Loans to (or continue the Type thereof as) Base Rate Loans Loans, commencing on the last day of the then current Interest Period applicable theretoPeriod.

Interest Rate Elections. (a) The initial Type of ------------------------ Loans comprising each Committed Borrowing, and the duration of the initial Interest Period applicable thereto if they are initially CD Loans or Euro-Dollar Loans, shall be as specified in the applicable Notice of Committed Borrowing. Thereafter, the relevant Borrower may from time to time elect to change or continue (x) the Type of, or (y) in the case of CD Loans or Euro-Dollar Loans, the duration of the Interest Period applicable to, the Loans included in any Committed Borrowing (excluding overdue Loans and subject in each case to the provisions of the definition of Interest Period and Article 8)VIII), as follows: (i) if such Loans are Base Rate Loans, such the Borrower may elect to designate such Loans as CD Loans or Euro-Dollar Loans, or may elect to designate such Loans as any combination of Base Rate Loans, CD Loans and Euro-Dollar Loans; (ii) if such Loans are CD Loans, such Borrower may elect to designate such Loans as Base Rate Loans or Euro-Dollar Loans, may elect to continue such Loans as CD Base Rate Loans for an additional Interest Period, or may elect to designate such Loans as any combination of Base Rate Loans, CD Loans and Euro-Dollar Loans; and and (iiiii) if such Loans are Euro-Dollar Loans, such the Borrower may elect to designate such Loans as Base Rate Loans or CD Loans, may elect to continue such Loans as Euro-Dollar Loans for an additional Interest Period, or may elect to designate such Loans as any combination of Base Rate Loans, CD Loans and Euro-Dollar Loans. Notwithstanding the foregoing, no the Borrower may not elect an Interest Period for CD Loans or Euro-Dollar Loans of any Class unless (A) the aggregate outstanding principal amount of such Euro-Dollar Loans (including any such Euro-Dollar Loans of the same Class made pursuant to Section 2.01 on the date that such Interest Period is to begin) to which such Interest Period will apply is at least $10,000,0005,000,000 and (B) such election will not result in the total number of outstanding Euro-Dollar Borrowings exceeding 10 at any time. (b) Any election permitted by subsection (a) of this Section may become effective on any Euro-Dollar Business Day specified by the Borrower (the "Election Date"); provided that the Borrower may not specify an -------- Election Date with respect to an outstanding Euro-Dollar Loan that is not the last day of the Interest Period therefor. Each such election shall be made by the Borrower by delivering a notice (a "Notice of Interest Rate Election") to the Agent not later than 11:00 10:00 A.M. (New York City time) on (x) at least one Domestic Business Day before the Election Date, if all the resulting Loans will be Base Rate Loans, (y) the second Domestic Business Day before the Election Date, if the resulting Loans will include CD Loans but not Euro-Dollar Loans, and (z) the third at least three Euro-Dollar Business Day Days before the Election Date, if the resulting Loans will include Euro-Dollar Loans. Each Notice of Interest Rate Election shall specify with respect to the outstanding Loans to which such notice applies: (i) the Election Date; (ii) if the Type of Loan is to be changed, the new Type of Loan and, if such new Type is a CD Loan or Euro-Dollar Loan, the duration of the first Interest Period applicable thereto; ; (iii) if such Loans are CD Loans or Euro-Dollar Loans and the Type of such Loans is to be continued for an additional or different Interest Period, the duration of such additional or different Interest Period; and and (iv) if such Loans are to be designated as a combination of Base Rate Loans, CD Loans and Euro-Dollar Loans, the information specified in clauses (i) through (iii) above as to each resulting Borrowing and the aggregate amount of each such Borrowing. Each Interest Period specified in a Notice of Interest Rate Election shall comply with the provisions of the definition of Interest Period and the last sentence of subsection (a) of this Section. (c) Upon receipt of a Notice of Interest Rate Election, the Agent shall promptly notify each Bank Lender of the contents thereof and of such BankLender's ratable share of such Borrowing, Borrowing and such notice shall not thereafter be revocable by the Borrower. (d) If the Borrower (i) fails to deliver a timely Notice of Interest Rate Election to the Agent electing to continue or change the Type of, or the duration of the next Interest Period applicable to, the Loans included in any Committed Borrowing comprised of CD Loans or Euro-Dollar Loans as provided in this Section and (ii) has not theretofore delivered a notice of prepayment relating to such Loans, then the Borrower shall be deemed to have given the Agent a Notice of Interest Rate Election electing to change the Type of such Loans to (or continue the Type thereof as) Base Rate Loans Loans, with an Interest Period commencing on the last day of the then current Interest Period applicable theretoPeriod.