Common use of Interest Rate Elections Clause in Contracts

Interest Rate Elections. (a) The Borrower may, upon irrevocable written notice to the Agent in accordance with Section 2.5(b): (i) elect, as of any Business Day, in the case of new LIBOR Rate Loans or any Reference Rate Loans, or as of the last day of the applicable Interest Period, in the case of any existing LIBOR Rate Loans, to make or convert any such Loans (or any part thereof (A) in the case of a conversion to a LIBOR Rate Loan, in an amount not less than $1,000,000, or that is in an integral multiple of $100,000 in excess thereof or (B) in the case of a conversion to a Reference Rate Loan, in an amount not less than $250,000) into Loans of any other Type; or (ii) elect, as of the last day of the applicable Interest Period, to continue any Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than $1,000,000, or that is in an integral multiple of $100,000 in excess thereof). (b) The Borrower shall deliver an Interest Rate Notice to be received by the Agent not later than 10:00 p.m. (Seattle time) at least (i) three Business Days in advance of the Interest Rate Election Date, if the Loans are to be made, converted into or continued as LIBOR Rate Loans; and (ii) one Business Day in advance of the Interest Rate Election Date, if the Loans are to be converted into Reference Rate Loans, specifying: (A) the proposed Interest Rate Election Date; (B) the aggregate amount of Loans to be made, converted or renewed; (C) the Type of Loans resulting from the proposed making, conversion or continuation; and (D) other than in the case of Reference Rate Loans, the duration of the requested Interest Period. (c) If the Borrower does not specify an interest rate election in any Notice of Borrowing, the Loans made pursuant to such Notice of Borrowing shall constitute Reference Rate Loans. (d) If upon the expiration of any Interest Period applicable to LIBOR Rate Loans, the Borrower has failed to timely select a new Interest Period to be applicable to such LIBOR Rate Loans, or if any Default or Event of Default then exists, the Borrower shall be deemed to have elected to convert such LIBOR Rate Loans into Reference Rate Loans effective as of the expiration date of such Interest Period. (e) the Agent will promptly notify each Lender of its receipt of an Interest Rate Notice, or, if no timely notice is provided by the Borrower, the Agent will promptly notify each Lender of the details of any automatic conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Loans with respect to which the notice was given held by each Lender. (f) Unless the Required Lenders otherwise agree, during the existence of a Default or Event of Default, the Borrower may not elect to have a Loan made, converted into or continued as a LIBOR Rate Loan. (g) There may not be more than six different Interest Periods in effect at any time.

Interest Rate Elections. (a) The initial Type of Loans comprising each Borrowing, and the duration of the initial Interest Period applicable thereto if they are initially Euro-Dollar Loans, shall be as specified in the applicable Notice of Borrowing. Thereafter, the Borrower maymay from time to time elect to change or continue the Type of, upon irrevocable written notice or the duration of the Interest Period applicable to, the Loans included in any Borrowing (excluding overdue Loans and subject in each case to the Agent in accordance with Section 2.5(b):provisions of the definition of Interest Period and Article VIII), as follows: (i) electif such Loans are Base Rate Loans, the Borrower may elect to convert such Loans to Euro-Dollar Loans as of any Euro-Dollar Business Day; and (ii) if such Loans are Euro-Dollar Loans, the Borrower may elect to convert such Loans to Base Rate Loans or elect to continue such Loans as Euro-Dollar Loans for an additional Interest Period, subject to Section 2.13 in the case of new LIBOR Rate Loans any such conversion or continuation effective on any Reference Rate Loans, or as of day other than the last day of the then current Interest Period applicable to such Loans. Each such election shall be made by delivering a notice (a "Notice of Interest PeriodRate Election") to the Agent not later than 10:30 A.M. (New York City time) on the third Euro-Dollar Business Day before the conversion or continuation selected in such notice is to be effective (unless the relevant Loans are to be converted to Base Rate Loans in which case such notice shall be delivered to the Agent not later than 10:30 A.M. (New York City time) on the second Domestic Business Day before such conversion or continuation is to be effective). A Notice of Interest Rate Election may, in if it so specifies, apply to only a portion of the case aggregate principal amount of any existing LIBOR Rate the relevant Group of Loans; provided that (i) such portion is allocated ratably among the Loans comprising such Group and (ii) the portion to which such Notice applies, and the remaining portion to make or convert any such Loans (which it does not apply, are each $10,000,000 or any part thereof (A) in the case of a conversion to a LIBOR Rate Loan, in an amount not less than $1,000,000, or that is in an integral larger multiple of $100,000 in excess thereof 1,000,000. Notwithstanding the foregoing, the Borrower may not elect to convert any Loan to, or (B) in the case of a conversion to a Reference Rate Loan, in an amount not less than $250,000) into Loans of any other Type; or (ii) elect, as of the last day of the applicable Interest Period, to continue any Loans having Loan as, a Euro-Dollar Loan pursuant to any Notice of Interest Periods expiring on Rate Election if at the time such day (or any part thereof in notice is delivered an amount not less than $1,000,000, or that is in an integral multiple Event of $100,000 in excess thereof)Default shall have occurred and be continuing. (b) The Borrower shall deliver an Each Notice of Interest Rate Notice to be received by the Agent not later than 10:00 p.m. (Seattle time) at least Election shall specify: (i) three Business Days the Group of Loans (or portion thereof) to which such notice applies; (ii) the date on which the conversion or continuation selected in advance such notice is to be effective, which shall comply with the applicable clause of subsection (a) above; (iii) if the Interest Rate Election DateLoans comprising such Group are to be converted, the new Type of Loans and, if the Loans being converted are to be made, converted into or continued as LIBOR Rate Loans; and (ii) one Business Day in advance of the Interest Rate Election Date, if the Loans are to be converted into Reference Rate Loans, specifying: (A) the proposed Interest Rate Election Date; (B) the aggregate amount of Loans to be made, converted or renewed; (C) the Type of Loans resulting from the proposed making, conversion or continuation; and (D) other than in the case of Reference Rate Euro-Dollar Loans, the duration of the requested next succeeding Interest Period applicable thereto; and (iv) if such Loans are to be continued as Euro-Dollar Loans for an additional Interest Period, the duration of such additional Interest Period. Each Interest Period specified in a Notice of Interest Rate Election shall comply with the provisions of the definition of Interest Period. (c) If Upon receipt of a Notice of Interest Rate Election from the Borrower does pursuant to subsection (a) above, the Agent shall promptly notify each Bank affected thereby of the contents thereof and such notice shall not specify an interest rate election in any thereafter be revocable by the Borrower. If no Notice of Borrowing, Interest Rate Election is timely received prior to the Loans made pursuant to such Notice end of Borrowing shall constitute Reference Rate Loans. (d) If upon the expiration of any an Interest Period applicable to LIBOR Rate for any Group of Loans, the Borrower has failed to timely select a new Interest Period to be applicable to such LIBOR Rate Loans, or if any Default or Event of Default then exists, the Borrower shall be deemed to have elected that such Group of Loans be converted to convert such LIBOR Base Rate Loans into Reference Rate Loans effective as of the expiration date last day of such Interest Period. (ed) the Agent will promptly notify each Lender of its receipt of an Interest Rate Notice, or, if no timely notice is provided An election by the Borrower, Borrower to change or continue the Agent will promptly notify each Lender rate of the details interest applicable to any Group of any automatic conversion. All conversions and continuations Loans pursuant to this Section shall be made ratably according not constitute a "Borrowing" subject to the respective outstanding principal amounts provisions of the Loans with respect to which the notice was given held by each LenderSection 3. (f) Unless the Required Lenders otherwise agree, during the existence of a Default or Event of Default, the Borrower may not elect to have a Loan made, converted into or continued as a LIBOR Rate Loan. (g) There may not be more than six different Interest Periods in effect at any time.

Interest Rate Elections. (a) The Borrower may, upon irrevocable written notice to the Agent in accordance with Section 2.5(b): (i) elect, as of any Business Day, in the case of new LIBOR Rate Loans or any Reference Base Rate Loans, or as of the last day of the applicable Interest Period, in the case of any existing LIBOR Rate Loans, to make or convert any such Loans (or any part thereof (A) in the case of a conversion to a LIBOR Rate Loan, in an amount not less than $1,000,000, or that is in an integral multiple of $100,000 in excess thereof or (B) in the case of a conversion to a Reference Base Rate Loan, in an amount not less than $250,000) into Loans of any other Type; or (ii) elect, as of the last day of the applicable Interest Period, to continue any Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than $1,000,000, or that is in an integral multiple of $100,000 in excess thereof). (b) The Borrower shall deliver an Interest Rate Notice to be received by the Agent not later than 10:00 p.m. a.m. (Seattle time) at least (i) three Business Days in advance of the Interest Rate Election Date, if the Loans are to be made, converted into or continued as LIBOR Rate Loans; and (ii) one Business Day in advance of the Interest Rate Election Date, if the Loans are to be converted into Reference Base Rate Loans, specifying: (A) the proposed Interest Rate Election Date; (B) the aggregate amount of Loans to be made, converted or renewed; (C) the Type of Loans resulting from the proposed making, conversion or continuation; and (D) other than in the case of Reference Base Rate Loans, the duration of the requested Interest Period. (c) If the Borrower does not specify an interest rate election in any Notice of Borrowing, the Loans made pursuant to such Notice of Borrowing shall constitute Reference Base Rate Loans. (d) If upon the expiration of any Interest Period applicable to LIBOR Rate Loans, the Borrower has failed to timely select a new Interest Period to be applicable to such LIBOR Rate Loans, or if any Default or Event of Default then exists, the Borrower shall be deemed to have elected to convert such LIBOR Rate Loans into Reference Base Rate Loans effective as of the expiration date of such Interest Period. (e) the Agent will promptly notify each Lender of its receipt of an Interest Rate Notice, or, if no timely notice is provided by the Borrower, the Agent will promptly notify each Lender of the details of any automatic conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Loans with respect to which the notice was given held by each Lender. (f) Unless the Required Lenders otherwise agree, during the existence of a Default or Event of Default, the Borrower may not elect to have a Loan made, converted into or continued as a LIBOR Rate Loan. (g) There may not be more than six different Interest Periods in effect at any time.