Common use of LIBOR Loans Clause in Contracts

LIBOR Loans. So long as no Default or Event of Default exists, the Borrower may on any Business Day, with respect to any LIBOR Loan, elect to maintain such LIBOR Loan or any portion thereof as a LIBOR Loan by selecting a new Interest Period for such LIBOR Loan. Each Continuation of a LIBOR Loan shall be in an aggregate minimum amount of $100,000 and integral multiples of $100,000 in excess of that amount, and each new Interest Period selected under this Section shall commence on the last day of the immediately preceding Interest Period. Each selection of a new Interest Period shall be made by the Borrower giving to the Administrative Agent a Notice of Continuation not later than 11:00 a.m. on the third Business Day prior to the date of any such Continuation. Such notice by the Borrower of a Continuation shall be by telecopy, electronic mail or other similar form of communication in the form of a Notice of Continuation, specifying (a) the proposed date of such Continuation, (b) the LIBOR Loans and portions thereof subject to such Continuation, and (c) the duration of the selected Interest Period, all of which shall be specified in such manner as is necessary to comply with all limitations on Loans outstanding hereunder. Each Notice of Continuation shall be irrevocable by and binding on the Borrower once given. Promptly after receipt of a Notice of Continuation, the Administrative Agent shall notify each Lender of such proposed Continuation. If the Borrower shall fail to select in a timely manner a new Interest Period for any LIBOR Loan in accordance with this Section, such Loan will automatically, on the last day of the current Interest Period therefor, continue as a LIBOR Loan with an Interest Period of one month; provided, however, that if a Default or Event of Default exists, such Loan will automatically, on the last day of the current Interest Period therefor, Convert into a Base Rate Loan notwithstanding the first sentence of this Section 2.11(a) or the Borrower’s failure to comply with any of the terms of such Section.

LIBOR Loans. So long as no Default (a) If the Agent determines in (which determination shall be made in good faith and shall be conclusive and binding) in connection with any request for a LIBOR Loan or Event a conversion or continuation thereof that (a) U.S. Dollar deposits are not being offered to banks in the applicable offshore U.S. Dollar market for the applicable amount and LIBOR Interest Period of Default existssuch LIBOR Loan, or adequate and reasonable means do not exist for determining the LIBOR Rate for such LIBOR Loan, or (b) if the Majority Lenders determine and notify the Agent that the LIBOR Rate for such LIBOR Loan does not adequately and fairly reflect the cost to such Lenders of funding such LIBOR Loan, then the Agent shall promptly notify the Borrower and all Lenders. Thereafter, the obligation of the Lenders to make or maintain LIBOR Loans shall be suspended until the Agent revokes such notice. Upon receipt of such notice of suspension, the Borrower may on revoke any Business Day, with respect to any pending request for a LIBOR Loan, elect to maintain such LIBOR Loan or any portion thereof as a LIBOR Loan by selecting a new Interest Period for such LIBOR Loan. Each Continuation conversion or continuation of a LIBOR Loan, or, failing that, will be deemed to have converted such request into a request for a U.S. Base Rate Loan in the amount specified therein. (b) The Borrower shall be give the Agent notice in an aggregate minimum amount of $100,000 and integral multiples of $100,000 in excess of that amount, and each new Interest Period selected under this Section shall commence on the last day of the immediately preceding Interest Period. Each selection of a new Interest Period shall be made by the Borrower giving to the Administrative Agent a Notice of Continuation writing not later than 11:00 10:00 a.m. on the third Business Day prior to the date expiry of any the LIBOR Interest Period in respect of a LIBOR Loan specifying the new LIBOR Interest Period (if the LIBOR Loan is to be renewed) or the Accommodation into which the LIBOR Loan will be converted on such Continuation. Such expiry. (c) If no notice is given by the Borrower of a Continuation shall be by telecopy, electronic mail or other similar form of communication as provided in the form of a Notice of Continuation, specifying clause (a) the proposed date of such Continuation, or (b) above, the LIBOR Loans and portions thereof subject to such Continuation, and (c) Loan will be automatically converted on the duration expiration of the selected Interest Period, all of which shall be specified in such manner as is necessary to comply with all limitations on Loans outstanding hereunder. Each Notice of Continuation shall be irrevocable by and binding on the Borrower once given. Promptly after receipt of a Notice of Continuation, the Administrative Agent shall notify each Lender of such proposed Continuation. If the Borrower shall fail to select in a timely manner a new then applicable LIBOR Interest Period for any LIBOR Loan to a U.S. Base Rate Loan, without prejudice to the Lenders’ rights in accordance with this Section, such Loan will automatically, on the last day respect of the current Interest Period therefor, continue as a LIBOR Loan with an Interest Period of one month; provided, however, that if failure to give the notice and whether or not a Default or Event of Default existshas occurred, such in the principal amount of the funds required to be provided to the Agent for the account of the Lenders pursuant to this Section. (d) If any LIBOR Loan will automatically, is outstanding on the last day Demand Date or the Maturity Date, the Borrower shall on such date pay to the Agent for the account of the current Interest Period thereforLenders at the Branch in U.S. Dollars an amount equal to the principal amount of such LIBOR Loan. (e) All funds received by the Agent pursuant to clause (d) shall be held by the Agent for set-off on the maturity date of the LIBOR Loan against the liability of the Borrower to the Lenders in respect of such LIBOR Loan and, Convert into until then, shall be invested from time to time in such form of investment at the Branch designated by the Borrower and approved by the Agent, for a Base Rate term corresponding to the maturity date of the applicable LIBOR Loan notwithstanding and shall bear interest at the first sentence rate payable by the Agent on deposits of similar currency, amount and maturity. The balance of all such funds (together with interest thereon) held by the Agent will be applied to repayment of all debts and liabilities of the Borrower to the Lenders under this Agreement and the Loan Documents and following repayment of all such debts and liabilities any amount remaining shall be paid to the Borrower or as otherwise required by law. (f) Each Lender shall advance its Applicable Percentage of each LIBOR Loan in accordance with the following provisions: (i) the Agent shall advise each Lender of its receipt of a notice from a Borrower pursuant to Section 2.11(a2.5 on the day such notice is received and shall, as soon as possible, advise each Lender of the amount of its Applicable Percentage of any Borrowing by way of LIBOR Loan requested by the notice; (ii) or each Lender shall deliver its share of the Borrowing to the Agent’s Account at the Branch not later than 11:00 a.m. on the Borrowing Date; and (iii) when the Agent determines that all the conditions precedent to a Borrowing specified in this Agreement have been met, it shall advance to the Borrower the amount delivered by each Lender by wiring such amount to the account of the Borrower’s failure , but if the conditions precedent to comply with any of the terms of Borrowing are not met by 2:30 p.m. on the Borrowing Date, the Agent shall return the funds to the Lenders or invest them in an overnight investment as orally instructed by each Lender until such Sectiontime as the LIBOR Loan is advanced.

LIBOR Loans. So long as (a) Subject to Section 2.7(b) and provided no Default or Event of Default exists, the Borrower Borrowers from time to time may on any Business Day, with respect to any LIBOR Loan, elect to maintain have all or a portion of the principal balance of any Loan bear interest at the LIBOR Rate as its Applicable Rate, such election to be exercised by delivery of a LIBOR Election Notice from Borrowers to Agent not later than 1:00 p.m. (New York City time) at least two Business Days prior to the Business Day on which the requested Interest Period will commence. Agent shall determine (which determination shall, absent manifest error, be presumptively correct) the LIBOR Rate applicable to the relevant LIBOR Loan on the applicable Interest Rate Determination Date and promptly shall give notice thereof to Borrowers. Any LIBOR Election Notice received by Agent shall be irrevocable. Upon the expiration of an Interest Period the applicable LIBOR Loan shall be converted to and become a Prime Rate Loan unless such LIBOR Loan or any portion thereof has been continued as a LIBOR Loan by selecting a new Interest Period for such LIBOR Loanin accordance with this Section 2.7(a). Each Continuation of a LIBOR Loan shall be in an aggregate minimum amount of not less than $100,000 and or integral multiples of $100,000 in excess of that amount, thereof and each new Interest Period selected under this Section at no time shall commence on the last day of the immediately preceding Interest Period. Each selection of a new Interest Period shall more than eight LIBOR Loans be made by the Borrower giving to the Administrative Agent a Notice of Continuation not later than 11:00 a.m. on the third Business Day prior to the date of any such Continuation. Such notice by the Borrower of a Continuation shall be by telecopy, electronic mail or other similar form of communication in the form of a Notice of Continuation, specifying (a) the proposed date of such Continuation, effect. (b) If Agent in its Permitted Discretion determines that (i) Dollar deposits of the relevant amount for the relevant Interest Period are not available in the London interbank eurodollar market, (ii) the rate at which such Dollar deposits are being offered will not adequately and fairly reflect the cost to Lenders of maintaining a LIBOR Rate for such Interest Period, (iii) the making or funding of LIBOR Loans has become impracticable as a result of an event which in the opinion of Agent materially affects such Loans, or (iv) adequate and reasonable means do not exist for ascertaining the LIBOR Loans and portions thereof subject Rate applicable to such ContinuationInterest Period, then in any such case Agent may give notice of such determination to Borrowers and if such notice is so given then, so long as such circumstances shall continue as determined by Agent in its Permitted Discretion, (x) no Lender Party shall be required to make or convert any Prime Rate Loans into LIBOR Loans, and (cy) the duration of the selected Interest Period, all of which shall be specified in such manner as is necessary to comply with all limitations on Loans outstanding hereunder. Each Notice of Continuation shall be irrevocable by and binding on the Borrower once given. Promptly after receipt of a Notice of Continuation, the Administrative Agent shall notify each Lender of such proposed Continuation. If the Borrower shall fail to select in a timely manner a new Interest Period for any LIBOR Loan in accordance with this Section, such Loan will automatically, on the last day of the current Interest Period therefor, continue as a for each LIBOR Loan with then existing, each such LIBOR Loan, unless then repaid in full, automatically shall convert to a Prime Rate Loan. (c) If any change in any, or imposition of any new, Applicable Law, whether or not having the force of law, including, without limitation, the imposition of any reserve and/or special deposit requirement (other than reserves included in the Eurocurrency Reserve Requirements), results in or causes any Lender Party to be subject to any (i) tax, levy, impost, charge, fee, duty, deduction or withholding of any kind whatsoever in respect of any LIBOR Loan (other than any tax imposed upon the total Net Income of such Lender Party), (ii) increase in the cost to such Lender Party of maintaining any LIBOR Loan or (iii) reduction in the amount of principal or interest receivable by such Lender Party in respect of any LIBOR Loan, then Borrowers shall pay to Agent, for the benefit of Lender Parties, within 10 Business Days after Receipt of a notice from Agent containing reasonably detailed calculations as to any such additional amounts sought, an Interest Period of one month; amount equal to such increased cost or reduced amount, provided, howeverthat such losses and expenses are being charged by such Lender Party generally to its other borrowers of similar types of loans at such time, and provided, further, that if a Default Borrowers shall not be obligated to pay any such increased cost or Event reduced amount which accrued prior to the day which is 180 days prior to the date upon which Agent first makes demand therefor. (d) If any change in any, or imposition of Default existsany new, Applicable Law, whether or not having the force of law, including, without limitation, the imposition of any reserve and/or special deposit requirement (other than reserves included in the Eurocurrency Reserve Requirements), results in or causes it to be unlawful for any Lender Party to make, maintain or fund its share of any LIBOR Loan, then, upon the occurrence of such event, such Loan will automatically, Lender Party shall notify Agent and Agent shall notify Borrowers thereof and thereupon (i) no Lender Party shall be under any obligation to make or convert any Prime Rate Loans into LIBOR Loans and (ii) on the last day of the current Interest Period for each LIBOR Loan (or, in any event, on such earlier date as may be required by the relevant Applicable Law), such LIBOR Loan, unless then repaid in full, automatically shall convert to a Prime Rate Loan. (e) Without limiting any other provision of the Loan Documents, Borrowers shall indemnify and reimburse each Lender Party on demand for any and all reasonable and documented costs, expenses and losses which such Lender Party may sustain, including, without limitation, any expense resulting from their contractual obligations in connection with applicable Dollar deposits, as a consequence of (i) any withdrawal by Borrowers of any LIBOR Election Notice, (ii) any failure by Borrowers to borrow, continue, or convert the amount set forth in any LIBOR Election Notice on the date specified therefor, Convert into a Base Rate (iii) any failure of Borrowers to make any payment when due of any amount payable with respect to any LIBOR Loan, and (iv) any prepayment of any LIBOR Loan notwithstanding prior to the first sentence expiration of the Interest Period applicable thereto. (f) Each Lender Party may fulfill its commitment as to any LIBOR Loan by causing an Affiliate of such Lender Party to make such Loan; provided that in such event for the purposes of this Section 2.11(a) or Agreement such Loan shall be deemed to have been made by such Lender Party and the Borrower’s failure obligation of Borrowers to comply with repay such Loan shall nevertheless be to such Lender Party and shall be deemed held by it. Notwithstanding any provision of the terms Loan Documents, each Lender Party shall be entitled to fund and maintain its funding of all or any part of its LIBOR Loans in any manner it sees fit, it being understood, however, that all determinations under the Loan Documents shall be made as if such Lender Party actually had funded and maintained each LIBOR Loan during each Interest Period for such Loan through the purchase of deposits having a maturity corresponding to such Interest Period and bearing an interest rate equal to the LIBOR Rate for such Interest Period. All determinations and statements of any Lender Party pursuant to this Section 2.7 shall be prima facie evidence of such Sectiondeterminations and statements. Each Lender Party may use reasonable averaging and attribution methods in determining compensation under this Section 2.7, and the provisions of Sections 2.7(c) and (e) shall survive the repayment of the Obligations and the termination of the Commitments and this Agreement. For the avoidance of doubt, the amounts payable under Sections 2.7(c) and (e) shall not be duplicative of one another.

LIBOR Loans. So long The availability of Borrowings by way of LIBOR Loans is subject to the following additional conditions: (i) Borrowing Request by way of LIBOR Loan will be received by the Lender not less than three Business Days prior to the date of such LIBOR Loan; (ii) LIBOR Loans will be issued and mature on a Business Day and will be made in minimum amounts of US$1,000,000 or such larger amount as no Default is a whole multiple of US$100,000 for terms of one, two, three or Event six months (subject to availability); (iii) each LIBOR Loan must mature on or before the end of Default exists, the Term; (iv) if the Borrower may on any Business Day, with respect fails to select and to notify the Lender of the LIBOR Interest Period applicable to any LIBOR Loan, elect the Borrower will be deemed to have selected a US Base Rate Loan for the same amount; (v) the Borrower will indemnify and hold the Lender harmless against any loss, cost or expense (including any loss relating to liquidating or redeploying deposits acquired to fund or maintain such any LIBOR Loan or any portion thereof Loan) incurred by the Lender as a LIBOR Loan by selecting a new Interest Period for such LIBOR Loan. Each Continuation result of the prepayment, conversion or cancellation of a LIBOR Loan shall be in an aggregate minimum amount of $100,000 and integral multiples of $100,000 in excess of that amount, and each new Interest Period selected under this Section shall commence other than on the last day of the immediately preceding Interest Period. Each selection of a new Interest Period shall be made by the Borrower giving to the Administrative Agent a Notice of Continuation not later than 11:00 a.m. on the third Business Day prior to the date of any such Continuation. Such notice by the Borrower of a Continuation shall be by telecopy, electronic mail or other similar form of communication in the form of a Notice of Continuation, specifying (a) the proposed date of such Continuation, (b) the applicable LIBOR Loans and portions thereof subject to such Continuation, and (c) the duration of the selected Interest Period, all of which shall be specified in such manner as is necessary or failure to comply with all limitations on Loans outstanding hereunder. Each Notice of Continuation shall be irrevocable by and binding draw down a LIBOR Loan on the Borrower once given. Promptly after receipt first day of a Notice of Continuation, the Administrative Agent shall notify each Lender of such proposed Continuation. If LIBOR Interest Period; (vi) the Borrower shall fail to select in a timely manner a new Interest Period for principal amount and any interest owed under any LIBOR Loan in accordance with this Section, such Loan will automatically, that is not paid on the last day of the current applicable LIBOR Interest Period thereforwill be converted automatically into a US Base Rate Loan; and (vii) if the Lender determines, continue as which determination is final, conclusive and binding upon the Borrower, that: (A) adequate and fair means do not exist for ascertaining the rate of interest on a LIBOR Loan; (B) the making or the continuance of a LIBOR Loan with an has become impracticable by reason of circumstances which materially and adversely affect the London Interbank Market; (C) deposits in US Dollars are not available to the Lender in the London Interbank Market in sufficient amounts in the ordinary course of business for the applicable LIBOR Interest Period to make or maintain a LIBOR Loan during such LIBOR Interest Period; or (D) the cost to the Lender of one monthmaking or maintaining a LIBOR Loan does not accurately reflect the effective cost to the Lender; providedthen the Lender will promptly notify the Borrower of such determination and the Borrower will, howeverprior to the LIBOR Interest Date, that if a Default or Event notify the Lender as to the basis of Default existsBorrowing it has selected in substitution for such LIBOR Loan. If the Borrower does not so notify the Lender, such LIBOR Loan will automatically, on the last day of the current Interest Period therefor, Convert automatically be converted into a US Base Rate Loan notwithstanding on the first sentence of this Section 2.11(a) or the Borrower’s failure to comply with any expiry of the terms of such Sectionthen current LIBOR Interest Period.

LIBOR Loans. So long as no Default or Event Borrower shall give to Agent irrevocable notice of Default exists, the Borrower may on any Business Day, with respect to any LIBOR Loan, elect to maintain such LIBOR Loan or any portion thereof as a request for a LIBOR Loan by selecting delivering to Agent a new Interest Period Borrowing Notice for such LIBOR Loan. Each Continuation of a LIBOR Loan shall be in an aggregate minimum amount of $100,000 and integral multiples of $100,000 in excess of that amount, and each new Interest Period selected under this Section shall commence on the last day of the immediately preceding Interest Period. Each selection of a new Interest Period shall be made by the Borrower giving to the Administrative Agent a Notice of Continuation not later than 11:00 a.m. on two (2) Business Days prior to the third date of the proposed LIBOR Loan. Agent shall determine the applicable LIBOR Basis as of the Business Day prior to the date of any such Continuationthe requested LIBOR Loan. Such notice Each determination by the Borrower Agent of a Continuation LIBOR Basis shall, absent manifest error, be deemed final, binding and conclusive upon Borrower. The LIBOR Loan Period for each LIBOR Loan shall be by telecopyfixed at one (1), electronic mail two (2), three (3) or other similar form six (6) months. (i) Each LIBOR Loan shall be in a principal amount of communication not less than Five Million and 0/100 Dollars ($5,000,000.00) and in the form an integral multiple of a Notice of Continuation$100,000.00, specifying and (aii) the proposed date total aggregate principal amount of such Continuation, all LIBOR Loans and Base Rate Loans outstanding at any one time shall not exceed Borrowing Availability. (b) At least two (2) Business Days prior to each Payment Date for a LIBOR Loan, Borrower shall give irrevocable written notice to Lender specifying whether all or a portion of such LIBOR Loan outstanding on the Payment Date (i) is to be repaid and then reborrowed in whole or in part as a new LIBOR Loan, in which case such notice shall also specify the LIBOR Loans and portions thereof subject to such Continuation, and (c) the duration of the selected Interest Period, all of which shall be specified in such manner as is necessary to comply with all limitations on Loans outstanding hereunder. Each Notice of Continuation shall be irrevocable by and binding on the Borrower once given. Promptly after receipt of a Notice of Continuation, the Administrative Agent shall notify each Lender of such proposed Continuation. If the Loan Period that Borrower shall fail to select in a timely manner a have selected for such new Interest Period for any LIBOR Loan in accordance with this Section, such Loan will automatically, on the last day of the current Interest Period therefor, continue as a LIBOR Loan with an Interest Period of one monthLoan; provided, however, that if a Default or Event of Default existshas occurred and is continuing, Borrower shall not have the option to repay and then reborrow such LIBOR Loan will automaticallyas a new LIBOR Loan, on the last day of the current Interest Period therefor, Convert into (ii) is to be repaid and then reborrowed in whole or in part as a Base Rate Loan, or (iii) is to be repaid and not reborrowed; provided, that any such reborrowings described in clauses (i) and (ii) above shall be in a principal amount of not less than $5,000,000.00 and in an integral multiple of $100,000. Upon such Payment Date such LIBOR Loan notwithstanding will, subject to the first sentence provisions of this Section 2.11(a) or the Borrower’s failure to comply with any of the terms of such SectionAgreement, be so repaid and, as applicable, reborrowed.

LIBOR Loans. So long as no Default or Event Borrowers shall pay interest on the unpaid principal amount of Default exists, Base Rate Loans outstanding from time to time from the Borrower may date thereof until paid at the Base Rate from time to time in effect. Interest on any Business Day, with respect to any LIBOR Loan, elect to maintain such LIBOR Loan or any portion thereof as a LIBOR Loan by selecting a new Interest Period for such LIBOR Loan. Each Continuation of a LIBOR Loan Base Rate Loans shall be in an aggregate minimum amount of $100,000 and integral multiples of $100,000 in excess of that amountpayable, commencing March 31, 2006, and each new Interest Period selected under this Section shall commence on the last day of each succeeding June, September, December and March thereafter and at the immediately preceding Interest Periodmaturity thereof. Each selection Borrowers shall pay interest on the unpaid principal amount of a new each LIBOR Loan outstanding from time to time, fixed in advance on the first day of the Interest Period shall be made by the Borrower giving to the Administrative Agent a Notice of Continuation not later than 11:00 a.m. on the third Business Day prior to the date of any such Continuation. Such notice by the Borrower of a Continuation shall be by telecopy, electronic mail or other similar form of communication in the form of a Notice of Continuation, specifying (a) the proposed date of such Continuation, (b) the LIBOR Loans and portions thereof subject to such Continuation, and (c) the duration of the selected Interest Period, all of which shall be specified in such manner as is necessary to comply with all limitations on Loans outstanding hereunder. Each Notice of Continuation shall be irrevocable by and binding on the Borrower once given. Promptly after receipt of a Notice of Continuation, the Administrative Agent shall notify each Lender of such proposed Continuation. If the Borrower shall fail to select in a timely manner a new Interest Period for any LIBOR Loan in accordance with this Section, such Loan will automatically, on applicable thereto through the last day of the current Interest Period therefor, continue as a applicable thereto (but subject to changes in the Applicable Margin) at the Derived LIBOR Loan Rate. Interest on such LIBOR Loans shall be payable on each Interest Adjustment Date with respect to an Interest Period (provided that if an Interest Period shall exceed three months, the interest must be paid every three months, commencing three months from the beginning of one monthsuch Interest Period). At the request of Borrowers to Agent, subject to the notice and other provisions of Section 2.2 hereof, the Banks shall convert Base Rate Loans to LIBOR Loans at any time and shall convert LIBOR Loans to Base Rate Loans on any Interest Adjustment Date. Upon request of any Bank, to evidence the obligation of Borrowers to repay the Base Rate Loans and LIBOR Loans made by each Bank and to pay interest thereon, Borrowers shall execute a Revolving Credit Note of Borrowers in the form of Exhibit A hereto, payable to the order of such Bank in the principal amount of its Revolving Credit Commitment, or, if less, the aggregate unpaid principal amount of Revolving Loans made hereunder by such Bank; provided, however, however that if the failure of any Bank to request a Default or Event of Default exists, Revolving Credit Note shall in no way detract from Borrowers' obligations to such Loan will automatically, on Bank hereunder. Subject to the last day of the current Interest Period therefor, Convert into a Base Rate Loan notwithstanding the first sentence provisions of this Agreement, Borrowers shall be entitled under this Section 2.11(a) 2.1A to borrow funds, repay the same in whole or in part and re-borrow hereunder at any time and from time to time during the Borrower’s failure to comply with any of the terms of such SectionCommitment Period.

LIBOR Loans. So long as no Default or Event of Default exists, the Borrower may on any Business Day, with respect to any LIBOR Loan, elect to maintain such LIBOR Loan or any portion thereof as a LIBOR Loan by selecting a new Interest Period for such LIBOR Loan. Each Continuation of a LIBOR Loan Loans of the same Class shall be in an aggregate minimum amount of $100,000 1,000,000 and integral multiples of $100,000 in excess of that amountamount (or in the aggregate amount of the LIBOR Loan being continued), and each new Interest Period selected under this Section shall commence on the last day of the immediately preceding Interest Period. Each selection of a new Interest Period shall be made by the Borrower giving to the Administrative Agent a Notice of Continuation not later than 11:00 9:00 a.m. on the third Pacific time three (3) Business Day Days prior to the date of any such Continuation. Such notice by the Borrower of a Continuation shall be by telecopyfacsimile, electronic mail or other similar form of communication in the form of a Notice of Continuation, specifying (a) the proposed date of such Continuation, (b) the LIBOR Loans Loans, Class and portions thereof subject to such Continuation, Continuation and (c) the duration of the selected Interest Period, all of which shall be specified in such manner as is necessary to comply with all limitations on Loans outstanding hereunder. Each Notice of Continuation shall be irrevocable by and binding on the Borrower once given. Promptly after receipt of a Notice of Continuation, the Administrative Agent shall notify each Lender holding Loans being Continued of such the proposed Continuation. If the Borrower shall fail to select in a timely manner a new Interest Period for any LIBOR Loan in accordance with this Section, such Loan will automatically, on the last day of the current Interest Period therefor, continue as a LIBOR Loan with an Interest Period of one month; provided, however, however that if a Default or an Event of Default exists, such Loan will automatically, on the last day of the current Interest Period therefor, Convert into a Base Rate Loan notwithstanding the first sentence of this Section 2.11(a) 2.11 or the Borrower’s failure to comply with any of the terms of such Section.

LIBOR Loans. So long as The Borrower may request LIBOR Loans on the following terms and conditions: (a) The Borrower may elect, subsequent to the Closing Date and from time to time thereafter, provided no Default or Event of Default existshas occurred which is continuing (i) to request any United States dollar based loan made hereunder to be a LIBOR Loan as of the date of such loan, or (ii) to convert US Base Rate Loans to LIBOR Loans, and may elect from time to time to convert LIBOR Loans to US Base Rate Loans by giving the Borrower may Agent at least 3 Business Days' prior written irrevocable notice of such election, provided that any such conversion of LIBOR Loans to US Base Rate Loans shall only be made, subject to the second following sentence, on any the last day of an Interest Period with respect thereto. If the last day of an Interest Period with respect to a loan that is to be converted is not a Business Day, with respect then such conversion shall be made on the next succeeding Business Day, and during the period from such last day of an Interest Period to any LIBOR such succeeding Business Day, such loan shall bear interest as if it were a US Base Rate Loan, elect to maintain such LIBOR Loan . All or any portion thereof part of US Base Rate Loans then outstanding may be converted to LIBOR Loans as a LIBOR Loan by selecting a new Interest Period for such LIBOR Loan. Each Continuation of a LIBOR Loan provided herein, provided that partial conversions shall be in multiples in an aggregate minimum principal amount of $100,000 and integral multiples 1,000,000 or more. There shall be no more than 5 LIBOR Loans outstanding at any one time. (b) Any LIBOR Loans may be continued as such upon the expiration of $100,000 an Interest Period, provided the Borrower so notifies the Agent in excess writing, at least 2 Business Days' prior to the expiration of that amountsaid Interest Period, and each new Interest Period selected provided further that no LIBOR Loan may be continued as such upon the occurrence and continuance of an Event of Default under this Section Agreement, but shall commence be automatically converted to a US Base Rate Loan on the last day of the immediately preceding Interest Period. Each selection of a new Interest Period shall be made by the Borrower giving to the Administrative Agent a Notice of Continuation not later than 11:00 a.m. on the third Business Day prior to the date of during which any such Continuationevent occurred. Such notice by the Borrower of a Continuation Absent such notification, LIBOR Rate Loans shall be by telecopy, electronic mail or other similar form of communication in the form of a Notice of Continuation, specifying (a) the proposed date of such Continuation, (b) the LIBOR convert to US Base Rate Loans and portions thereof subject to such Continuation, and (c) the duration of the selected Interest Period, all of which shall be specified in such manner as is necessary to comply with all limitations on Loans outstanding hereunder. Each Notice of Continuation shall be irrevocable by and binding on the Borrower once given. Promptly after receipt of a Notice of Continuation, the Administrative Agent shall notify each Lender of such proposed Continuation. If the Borrower shall fail to select in a timely manner a new Interest Period for any LIBOR Loan in accordance with this Section, such Loan will automatically, on the last day of the current applicable Interest Period thereforPeriod. Each notice of election, continue conversion or continuation furnished by the Borrower pursuant hereto shall specify whether such election, conversion or continuation is for a period of 1, 2 or 3 months. Notwithstanding anything to the contrary contained herein, neither the Agent nor any Lender shall be required to purchase United States dollar deposits in the London interbank market or from any other applicable LIBOR Rate market or source or otherwise “match fund'' to fund LIBOR Rate Loans, but any and all provisions hereof relating to LIBOR Rate Loans shall be deemed to apply as a if the Agent and such Lender (and any participant, if applicable) had purchased such deposits to fund any LIBOR Loan with an Interest Period of one month; provided, however, that if a Default or Event of Default exists, such Loan will automatically, on the last day of the current Interest Period therefor, Convert into a Base Rate Loan notwithstanding the first sentence of this Section 2.11(a) or the Borrower’s failure to comply with any of the terms of such SectionLoans.

LIBOR Loans. So long (i) The Borrower may, on at least three LIBOR Business Days', prior notice, elect to have interest accrue on any Loan or any portion thereof at the Adjusted LIBOR Rate for an Applicable Interest Period. Such notice (herein, an "Interest Rate Notice") shall be given in writing or orally and promptly confirmed in writing and shall be deemed delivered when communicated to Lender (in the case of an oral notice) by any one of the following individuals: the acting or current Chairman, President, or Manager of Finance and Accounting, or when received by Lender (in the case of written notice) except that an Interest Rate Notice communicated to or received by Lender after 10:00 a.m., Tacoma time, on any Business Day, shall be deemed to have been delivered or received on the next Business Day. Each written Interest Rate Notice and each confirmation of an oral Notice shall be in substantially the form of Exhibit G hereto; provided, however, that Lender may rely on any oral Interest Rate Notice even if Lender does not receive a written confirmation. Any such Interest Rate Notice shall be irrevocable and shall constitute a representation and warranty by Borrower that as of the date of such Interest Rate Notice, the statements set forth in Article V are true and correct in all material respects (subject to any waivers of the terms thereof then in effect in accordance with the terms of this Agreement) and that no Default or Event of Default exists, has occurred and is continuing. (ii) The ability of Borrower to select the Borrower may on Adjusted LIBOR Rate shall be subject to the following conditions: (i) the aggregate of all Loans to accrue interest at the Adjusted LIBOR for any Business Day, with respect to any LIBOR Loan, elect to maintain such LIBOR Loan or any portion thereof as a LIBOR Loan by selecting a new Applicable Interest Period for such LIBOR Loan. Each Continuation of a LIBOR Loan shall be in an aggregate minimum amount of not less than $100,000 250,000 and an integral multiples multiple of $100,000 in excess of that amount, and each new Interest Period selected under this Section shall commence on the last day of the immediately preceding Interest Period. Each selection of a new Interest Period shall be made by the Borrower giving to the Administrative Agent a Notice of Continuation not later than 11:00 a.m. on the third Business Day prior to the date of any such Continuation. Such notice by the Borrower of a Continuation shall be by telecopy, electronic mail or other similar form of communication in the form of a Notice of Continuation, specifying 100,000; (aii) the proposed date Lender shall not have given notice pursuant to Section 2.5(c) that the Adjusted LIBOR Rate selected by Borrower is not available; (iii) Borrower shall not at any time have more than a total of such Continuation, (b) the 12 Applicable Interest Periods relating to LIBOR Loans and portions thereof subject to such Continuation, loans outstanding; and (civ) the duration of the selected Interest Period, all of which shall be specified in such manner as is necessary to comply with all limitations on Loans outstanding hereunder. Each Notice of Continuation shall be irrevocable by and binding on the Borrower once given. Promptly after receipt of a Notice of Continuation, the Administrative Agent shall notify each Lender of such proposed Continuation. If the Borrower shall fail to select in a timely manner a new Interest Period for any LIBOR Loan in accordance with this Section, such Loan will automatically, on the last day of the current Interest Period therefor, continue as a LIBOR Loan with an Interest Period of one month; provided, however, that if a no Default or Event of Default exists, such Loan will automatically, on shall have occurred and be continuing. (iii) In the last day absence of an effective request for the application of the current Interest Period thereforAdjusted LIBOR Rate, Convert into a Base Rate Loan notwithstanding the first sentence of this Section 2.11(aLoans or remaining portions thereof shall accrue interest at the Adjusted Prime Rate. (iv) or The fee for such conversion privilege shall be $2,500, which fee is payable at the Borrower’s failure to comply with any of time the terms of such Sectionelection is made.

LIBOR Loans. So long Any Revolving Loan made under this Article II will, except as no Default or Event of Default existsprovided in this Section 2.05, be a Floating Rate Loan. Subject to the conditions set forth in this Agreement, the Borrower may elect that the Revolving Loans to be made on any Business Day, with respect to any date under Section 2.01 will be made as LIBOR Loan, elect to maintain such LIBOR Loan or any portion thereof as a LIBOR Loan by selecting a new Interest Period for such LIBOR LoanLoans. Each Continuation of a LIBOR Loan shall be in an aggregate minimum amount of $100,000 and integral multiples of $100,000 in excess of that amount, and each new Interest Period selected under this Section shall commence on the last day of the immediately preceding Interest Period. Each selection of a new Interest Period Such election shall be made by the Borrower giving to the Administrative Agent a written or facsimile notice (a "LIBOR Borrowing Notice") containing the information described below, which LIBOR Borrowing Notice of Continuation must be received by the Agent not later than 11:00 10:00 a.m. (Boston time) on the third that day which is three Business Day Days prior to the date of any the proposed borrowing. Each LIBOR Borrowing Notice must state that LIBOR Loans are being requested, must specify the aggregate principal amount of the proposed LIBOR Loans requested and must specify the date on which such Continuation. Such notice LIBOR Loans are to be made and the duration (one month, two months, three months, six months or twelve months) of the Interest Period selected by the Borrower of a Continuation shall be for such LIBOR Loans. Any LIBOR Borrowing Notice shall, upon receipt by telecopythe Agent, electronic mail or other similar form of communication in the form of a Notice of Continuation, specifying (a) the proposed date of such Continuation, (b) the LIBOR Loans and portions thereof subject to such Continuation, and (c) the duration of the selected Interest Period, all of which shall be specified in such manner as is necessary to comply with all limitations on Loans outstanding hereunder. Each Notice of Continuation shall be become irrevocable by and binding on the Borrower once givenBorrower. Promptly after receipt of a Notice of Continuation, the Administrative The Agent shall notify promptly transmit to each Lender Bank a copy of such proposed Continuationeach LIBOR Borrowing Notice which it receives. If the Borrower shall fail submits a LIBOR Borrowing Notice and then fails for any reason to select in a timely manner a new Interest Period for borrow any LIBOR Loan in accordance described therein, the Borrower shall, upon submission by any Bank of a Bank Certificate with this Sectionrespect thereto, forthwith indemnify such Loan will automatically, on Bank (with payment to be made to the last day Agent for the account of the current Interest Period therefor, continue such Bank) against any loss or expense incurred by such Bank as a LIBOR Loan with an Interest Period result of one month; provided, however, that if a Default or Event of Default exists, any such Loan will automatically, on the last day of the current Interest Period therefor, Convert into a Base Rate Loan notwithstanding the first sentence of this Section 2.11(a) or failure by the Borrower’s , with any failure to comply with any borrow being deemed a prepayment in full for the purpose of the terms of such Section.

LIBOR Loans. So long as no Default (a) The aggregate amount of all LIBOR Loans issued pursuant to any Notice of Availment shall be in the amount of U.S.$5,000,000 or Event any greater amount that is a whole multiple of Default exists, U.S.$100,000. (b) The Borrower shall select the Borrower may on any Business Day, term of each LIBOR Period with respect to any LIBOR Loan, elect to maintain such each LIBOR Loan made or any portion thereof as a LIBOR Loan by selecting a new Interest Period for such LIBOR Loan. Each Continuation of a LIBOR Loan shall be in an aggregate minimum amount of $100,000 and integral multiples of $100,000 in excess of that amount, and each new Interest Period selected under this Section shall commence on the last day of the immediately preceding Interest Period. Each selection of a new Interest Period shall to be made available to it pursuant to a Notice of Availment received by the Borrower giving to the Administrative Agent a Notice of Continuation not later than 11:00 a.m. 12:00 (noon) on the third Business Day prior to the date of any such Continuation. Such notice by the Borrower of a Continuation shall be by telecopy, electronic mail or other similar form of communication in the form of a Notice of Continuation, specifying (a) the proposed date commencement of such Continuation, (b) the LIBOR Loans and portions thereof subject to such Continuation, and (c) the duration of the selected Interest Period, all of which shall be specified in such manner as is necessary to comply with all limitations on Loans outstanding hereunder. Each Notice of Continuation shall be irrevocable by and binding on the Borrower once given. Promptly after receipt of a Notice of Continuation, the Administrative Agent shall notify each Lender of such proposed Continuation. If the Borrower shall fail to select in a timely manner a new Interest The first LIBOR Period for any LIBOR Loan in accordance with this Sectionshall commence on (and include) the first Borrowing Date for such LIBOR Loan, and each LIBOR Period occurring after such first LIBOR Period for such LIBOR Loan will automatically, shall commence on (and include) the last day of the current Interest immediately preceding LIBOR Period thereforfor such LIBOR Loan. Notwithstanding the foregoing: (i) If the Administrative Agent shall not have received a Notice of Availment with respect to any outstanding LIBOR Loan in accordance with Section 3.02, continue Section 3.04 or Section 3.05, as the case may be, such LIBOR Loan shall be automatically continued on the expiry of such existing LIBOR Period as a U.S. Base Rate Loan. (ii) If any LIBOR Loan with an Interest Period of one monthwould otherwise end on a day which is not a Business Day, such LIBOR Period shall end on the next succeeding Business Day; provided, however, that if a Default or Event of Default existssuch next succeeding Business Day falls in the next calendar month, such LIBOR Period shall end on the next preceding Business Day. (iii) No LIBOR Period for a LIBOR Loan will automaticallymay extend beyond the Maturity Date on the date of the making of such LIBOR Loan. (c) t any time a Lender shall determine (which determination shall be made in good faith and in a commercially reasonable manner, on and when so made shall be conclusive and binding) that by reason of circumstances affecting the London interbank market: (i) adequate and reasonable means do not exist for ascertaining the LIBOR to be applicable during any LIBOR Period; or (ii) the LIBOR does not adequately reflect the effective cost to such Lender of the funds to be used by it to make or continue the applicable LIBOR Loan for any LIBOR Period; or (iii) U.S. Dollars in the amount of the applicable LIBOR Loan are not readily available to such Lender for any LIBOR Period in the London interbank market, then such Lender shall give notice of such event (by telephone to be confirmed the same day in writing) or by facsimile to the Borrower and the Administrative Agent (which shall promptly give a copy of such notice to the other Lenders). The Borrower shall not be entitled to obtain any LIBOR Loan from such Lender so long as any such condition shall continue to exist, and any Loan that would otherwise have been made by such Lender as a LIBOR Loan shall instead be made by such Lender as a U.S. Base Rate Loan in the same amount. On the last day of the current Interest LIBOR Period thereforthen applicable to each such LIBOR Loan, Convert into the interest on each LIBOR Loan then outstanding from such Lender as a LIBOR Loan shall cease to be calculated under this Agreement on the basis of LIBOR and shall commence to be calculated under this Agreement on the basis of the U.S. Base Rate. Any Notice of Availment which has been delivered to such Lender requesting a LIBOR Loan on a Borrowing Date on or subsequent to such notification date shall be deemed to be a request for a U.S. Base Rate Loan notwithstanding in the first sentence of this Section 2.11(a) or the Borrower’s failure to comply with any of the terms of such Sectionsame amount.

LIBOR Loans. So long as (a) Upon the Agent's receipt of a Notice of LIBOR Loan, the Agent shall promptly notify each Lender of the contents thereof and of such Lender's ratable share of such Loan and such request for a Revolving Loan and Notice of LIBOR Loan shall not thereafter be revocable by the Company. (b) Notwithstanding anything to the contrary contained in this Financing Agreement, no LIBOR Loan may be made (i) if there shall have occurred a Default or an Event of Default, which Default or Event of Default existsshall not have been cured or waived or (ii) while the Company's then current Debt/EBITDA Ratio exceeds 6.0 to 1.0; in either event all Refunding Loans made thereafter shall be made solely as Base Rate Loans (but shall bear interest at the Default Rate of Interest, if applicable). (c) In the event the Company's Debt/EBITDA Ratio exceeds 6.0 to 1.0, the Borrower may Company shall immediately prepay, subject to Section 4.4, all outstanding LIBOR Loans. (d) In the event that a Notice of LIBOR Loan fails to specify whether the Loans requested are to be Base Rate Loans or LIBOR Loans, such Loans shall be made as Base Rate Loans. (e) Notwithstanding anything to the contrary contained herein, there shall not be more than 6 Interest Periods in effect at any given time. (f) Whenever any payment of principal of or interest on any the LIBOR Loans shall be due on a day which is not a LIBOR Business Day, with respect the date for payment thereof shall be extended to any the next succeeding LIBOR Loan, elect to maintain Business Day unless such LIBOR Loan or any portion Business Day falls in another calendar month, in which case the date for payment thereof as a LIBOR Loan by selecting a new Interest Period for such LIBOR Loan. Each Continuation of a LIBOR Loan shall be in an aggregate minimum amount of $100,000 and integral multiples of $100,000 in excess of that amount, and each new Interest Period selected under this Section shall commence on the last day of the immediately next preceding Interest Period. Each selection of a new Interest Period shall be made by the Borrower giving to the Administrative Agent a Notice of Continuation not later than 11:00 a.m. on the third LIBOR Business Day prior to the date of any such Continuation. Such notice by the Borrower of a Continuation shall be by telecopy, electronic mail or other similar form of communication in the form of a Notice of Continuation, specifying (a) the proposed date of such Continuation, (b) the LIBOR Loans and portions thereof subject to such Continuation, and (c) the duration of the selected Interest Period, all of which shall be specified in such manner as is necessary to comply with all limitations on Loans outstanding hereunder. Each Notice of Continuation shall be irrevocable by and binding on the Borrower once given. Promptly after receipt of a Notice of Continuation, the Administrative Agent shall notify each Lender of such proposed Continuation. If the Borrower shall fail to select in a timely manner a new Interest Period for any LIBOR Loan in accordance with this Section, such Loan will automatically, on the last day of the current Interest Period therefor, continue as a LIBOR Loan with an Interest Period of one month; provided, however, that if a Default or Event of Default exists, such Loan will automatically, on the last day of the current Interest Period therefor, Convert into a Base Rate Loan notwithstanding the first sentence of this Section 2.11(a) or the Borrower’s failure to comply with any of the terms of such SectionDay.

LIBOR Loans. So long as Each Borrower may request LIBOR Loans on the following terms and conditions: (a) each Borrower may elect, subsequent to the Closing Date and from time to time thereafter, provided no Default or Event of Default existshas occurred which is continuing (i) to request any United States dollar based loan made hereunder to be a LIBOR Loan as of the date of such loan, or (ii) to convert US Base Rate Loans to LIBOR Loans, and may elect from time to time to convert LIBOR Loans to US Base Rate Loans by giving the Borrower may Agent at least 3 Business Days’ prior written irrevocable notice of such election, provided that any such conversion of LIBOR Loans to US Base Rate Loans shall only be made, subject to the second following sentence, on any the last day of an Interest Period with respect thereto. If the last day of an Interest Period with respect to a loan that is to be converted is not a Business Day, with respect then such conversion shall be made on the next succeeding Business Day, and during the period from such last day of an Interest Period to any LIBOR such succeeding Business Day, such loan shall bear interest as if it were a US Base Rate Loan, elect to maintain such LIBOR Loan . All or any portion thereof part of US Base Rate Loans then outstanding may be converted to LIBOR Loans as a LIBOR Loan by selecting a new Interest Period for such LIBOR Loan. Each Continuation of a LIBOR Loan provided herein, provided that partial conversions shall be in multiples in an aggregate minimum principal amount of $100,000 and integral multiples 1,000,000 or more. There shall be no more than 5 LIBOR Loans outstanding at any one time. (b) any LIBOR Loans may be continued as such upon the expiration of $100,000 an Interest Period, provided the relevant Borrower so notifies the Agent in excess writing, at least 2 Business Days’ prior to the expiration of that amountsaid Interest Period, and each new Interest Period selected provided further that no LIBOR Loan may be continued as such upon the occurrence and continuance of an Event of Default under this Section Agreement, but shall commence be automatically converted to 5183878 v13 a US Base Rate Loan on the last day of the immediately preceding Interest Period. Each selection of a new Interest Period shall be made by the Borrower giving to the Administrative Agent a Notice of Continuation not later than 11:00 a.m. on the third Business Day prior to the date of during which any such Continuationevent occurred. Such notice by the Borrower of a Continuation Absent such notification, LIBOR Rate Loans shall be by telecopy, electronic mail or other similar form of communication in the form of a Notice of Continuation, specifying (a) the proposed date of such Continuation, (b) the LIBOR convert to US Base Rate Loans and portions thereof subject to such Continuation, and (c) the duration of the selected Interest Period, all of which shall be specified in such manner as is necessary to comply with all limitations on Loans outstanding hereunder. Each Notice of Continuation shall be irrevocable by and binding on the Borrower once given. Promptly after receipt of a Notice of Continuation, the Administrative Agent shall notify each Lender of such proposed Continuation. If the Borrower shall fail to select in a timely manner a new Interest Period for any LIBOR Loan in accordance with this Section, such Loan will automatically, on the last day of the current applicable Interest Period thereforPeriod. Each notice of election, continue conversion or continuation furnished by a Borrower pursuant hereto shall specify whether such election, conversion or continuation is for a period of 1, 2 or 3 months. Notwithstanding anything to the contrary contained herein, neither the Agent nor any Lender shall be required to purchase United States dollar deposits in the London interbank market or from any other applicable LIBOR Rate market or source or otherwise “match fund” to fund LIBOR Rate Loans, but any and all provisions hereof relating to LIBOR Rate Loans shall be deemed to apply as a if the Agent and such Lender (and any participant, if applicable) had purchased such deposits to fund any LIBOR Loan with an Interest Period of one month; provided, however, that if a Default or Event of Default exists, such Loan will automatically, on the last day of the current Interest Period therefor, Convert into a Base Rate Loan notwithstanding the first sentence of this Section 2.11(a) or the Borrower’s failure to comply with any of the terms of such SectionLoans.

LIBOR Loans. So long To the extent permitted hereunder, Administrative Borrower may, from time to time prior to the Termination Date, request LIBOR Loans or may request that Base Rate Loans be converted to LIBOR Loans or that any existing LIBOR Loans continue for an additional Interest Period. Such request from Administrative Borrower shall specify the applicable Borrower, the amount of the LIBOR Loans to be made, the amount of Base Rate Loans to be converted to LIBOR Loans or the amount of the LIBOR Loans to be continued and the Interest Period to be applicable to such LIBOR Loans. Three (3) Business Days after receipt by Lender of a written notice making such request from or on behalf of a Borrower, such LIBOR Loans shall be made or the Base Rate Loans shall be converted to LIBOR Loans or such LIBOR Loans shall continue, as the case may be. The making or continuing of LIBOR Loans or the conversion of Base Rate Loans to LIBOR Loans is subject to each of the following conditions (which may be waived or altered by Lender, in its sole discretion): (i) no Default or Event of Default existsshall exist or have occurred and be continuing, (ii) no party hereto shall have sent any notice of termination of this Agreement, (iii) no more than 7 Interest Periods (for all outstanding LIBOR Loans) may be in effect at any one time, (iv) the aggregate amount of the LIBOR Loans must be an amount not less than $1,000,000 or an integral multiple of $500,000 in excess thereof, and (v) Lender shall have determined that the Borrower may on any Business Day, with respect Interest Period and LIBOR is available to any LIBOR Loan, elect to maintain Lender and can be readily determined as of the date of the request for such LIBOR Loan by Borrowers. Unless otherwise agreed by Lender, any requests by or any portion thereof as a LIBOR Loan by selecting a new Interest Period for such LIBOR Loan. Each Continuation on behalf of a Borrower for LIBOR Loan Loans or to convert Base Rate Loans to LIBOR Loans or to continue any existing LIBOR Loans shall be irrevocable. Notwithstanding anything to the contrary contained herein, Lender shall not be required to purchase US Dollar deposits in an aggregate minimum amount of $100,000 and integral multiples of $100,000 in excess of that amountthe London interbank market to fund or otherwise match fund any LIBOR Loans, and each new Interest Period selected under this Section shall commence on but the last day of the immediately preceding Interest Period. Each selection of a new Interest Period provisions hereof shall be made by deemed to apply as if the Borrower giving Lender had purchased such deposits to the Administrative Agent a Notice of Continuation not later than 11:00 a.m. on the third Business Day prior to the date of any such Continuation. Such notice by the Borrower of a Continuation shall be by telecopy, electronic mail fund or other similar form of communication in the form of a Notice of Continuation, specifying (a) the proposed date of such Continuation, (b) match fund the LIBOR Loans and portions thereof subject to such Continuation, and (c) the duration of the selected Interest Period, all of which shall be specified in such manner as is necessary to comply with all limitations on Loans outstanding hereunder. Each Notice of Continuation shall be irrevocable by and binding on the Borrower once given. Promptly after receipt of a Notice of Continuation, the Administrative Agent shall notify each Lender of such proposed Continuation. If the Borrower shall fail to select in a timely manner a new Interest Period for any LIBOR Loan in accordance with this Section, such Loan will automatically, on the last day of the current Interest Period therefor, continue as a LIBOR Loan with an Interest Period of one month; provided, however, that if a Default or Event of Default exists, such Loan will automatically, on the last day of the current Interest Period therefor, Convert into a Base Rate Loan notwithstanding the first sentence of this Section 2.11(a) or the Borrower’s failure to comply with any of the terms of such SectionLoans.