Common use of LIBOR Rate Election Clause in Contracts

LIBOR Rate Election. At any time and from time to time, ------------------- upon three (3) Libor Rate Business Days' prior notice by the Borrower to Bank, the Borrower may irrevocably make a Libor Rate Election that specifies (i) the Libor Rate Business Day that is to be the Libor Rate Period Commencement Date for the Libor Rate Period elected pursuant to such Libor Rate Election, (ii) whether a one-month, two-month, three-month or six-month option is elected as the length of such Libor Rate Period and (iii) expressed as a dollar amount, (A) any portion of the principal amount of any Loan requested to be made on such Libor Rate Period Commencement Date to which such Libor Rate Election relates and (B) any portion of the aggregate outstanding principal amounts of all Loans made prior to such Libor Rate Period Commencement Date to which such Libor Rate Election relates; provided, however, that (I) such Libor Rate Period may not extend beyond the Revolving Loan Repayment Date in the case of Revolving Loans, or beyond the maturity date of the Term Loan in the case of the Term Loan, (II) such Libor Rate Election may not change any election made pursuant to any prior Libor Rate Election, and (III) such Libor Rate Election need not be honored by the Bank if (1) such Libor Rate Election is received by the Bank more than five or less than three Libor Rate Business Days before such Libor Rate Period Commencement Date, (2) any Event of Default occurs or exists before the time such Libor Rate Election is received by the Bank or exists at such time, or (3) the total of the dollar amounts specified in clause (iii) of this sentence is not at least $250,000. Each Libor Rate Period shall end on the day before the anniversary of such Libor Rate Period Commencement Date corresponding to the option elected pursuant to such Libor Rate Election (e.g., one-month, two-month, ---- three-month or six-month anniversary) or, if such anniversary is not a Libor Rate Business Day, on the day before the first day following such anniversary that is a Libor Rate Business Day. The Bank may treat as made by the Borrower and rely upon, and the Borrower shall be bound by, any Libor Rate Election that the Bank believes in good faith to be valid and to have been made in the name or on behalf of the Borrower by any officer of the Borrower, and the Bank shall not incur any liability to the Borrower or any other Person as a direct or indirect result of honoring such Libor Rate Election.

LIBOR Rate Election. At any time and from time to time, ------------------- upon three (3) Libor Rate Business Days' prior notice by the Borrower to Bank, the Borrower may irrevocably make a Libor Rate Election relating to Revolving Loans made on that day that specifies (i) the Libor Rate Business Day that is to be the Libor Rate Period Commencement Date for the Libor Rate Period elected pursuant to such Libor Rate Election, (iiiii) whether a one-month, two-month, three-month or six-month option is elected as the length of such Libor Rate Period and (iii) expressed as a dollar amount, (A) any portion of the principal amount of any Revolving Loan requested to be made on such Libor Rate Period Commencement Date to which such Libor Rate Election relates and (B) any portion of the aggregate outstanding principal amounts of all Revolving Loans made or requested to be made prior to such Libor Rate Period Commencement Date to which such Libor Rate Election relates; provided, however, that (I) such Libor Rate Period may not extend beyond the Revolving Loan Repayment Date in the case of Revolving Loans, or beyond the maturity date of the Term Loan in the case of the Term LoanMaturity Date, (II) such Libor Rate Election may not change any election made pursuant to any prior Libor Rate Election, Election and (III) such Libor Rate Election need not be honored by the Bank any Lending Entity if (1) such Libor Rate Election is received by the Bank Agent more than five or less than three Libor Rate Business Days before such Libor Rate Period Commencement Date, (2) any Event of Default or Default occurs or exists before the time or on such Libor Rate Election is received by the Bank or exists at such timePeriod Commencement Date, or (3) the total of the dollar amounts specified in clause (iii) of this sentence is not at least $250,0002,000,000 and an integral multiple of $1,000,000 or (4) such Libor Rate Period would overlap more than eight other Libor Rate Periods. Each Libor Rate Period shall end on the day before the anniversary numerically corresponding day (or, if there is no numerically corresponding day, the last day) of such Libor Rate Period Commencement Date the calendar month that is the number of months (e.g., one month, three months or six months) corresponding to the option elected pursuant to such Libor Rate Election (e.g.Election, one-month, two-month, ---- three-month or six-month anniversary) orexcept that, if such anniversary numerically corresponding day (or such last day) is not a Libor Rate Business Day, such Libor Rate Period shall end on the day before the first day following such anniversary that is a Libor Rate Business DayDay following such numerically corresponding day (or such last day) unless such first Libor Rate Business Day does not fall in the same calendar month as such numerically corresponding day (or such last day), in which case such Libor Rate Period shall end on the date before the Libor Rate Business Day immediately preceding such numerically corresponding day (or such last day). The Bank total of the dollar amounts specified in clause (iii) of the first sentence of this Section 2k specified in any Libor Rate Election shall be allocated by the Agent among the Lenders so that the ratio, expressed as a percentage, of (i) the aggregate outstanding principal amounts of Revolving Loans made by any Lender included in all Libor Rate Portions to (ii) the total of all Libor Rate Portions is the same as the Commitment Percentage of such Lender. Each Lending Entity may treat as made by the Borrower and rely upon, and the Borrower shall be bound by, any oral (including, but not limited to, telephonic), written (including, but not limited to, facsimile) or other Libor Rate Election that the Bank Agent believes in good faith to be valid and to have been made in the name or on behalf of the Borrower by any officer of the BorrowerDesignated Officer, and the Bank no Lending Entity shall not incur any liability to the Borrower or any other Person as a direct or indirect result of honoring such Libor Rate Election.

LIBOR Rate Election. At any time and from time to time, ------------------- upon three (3) provided no Libor Rate Business Days' prior notice by the Borrower to BankEvent as defined in Section 2.6d hereof has occurred and is continuing, the Borrower may irrevocably make a Libor Rate Election relating to Term Loans that specifies (i) expressed as a dollar amount, the portion of the aggregate outstanding principal amounts of Term Loans to which such Libor Rate Election relates, (ii) the Business Day that is to be the Libor Rate Period Commencement Date for the Libor Rate Period elected pursuant to such Libor Rate Election, Election and (iiiii) whether a one-month, two-month, three-month or six-month option is elected as to the length of such Libor Rate Period and (iii) expressed as a dollar amount, (A) any portion of the principal amount of any Loan requested to be made on such Libor Rate Period Commencement Date to which such Libor Rate Election relates and (B) any portion of the aggregate outstanding principal amounts of all Loans made prior to such Libor Rate Period Commencement Date to which such Libor Rate Election relatesPeriod; provided, however, that (I) such Libor Rate Period may not extend beyond the Revolving Loan Repayment Date in earlier of (A) March 31, 2008 or (B) the case of Revolving Loans, or beyond the maturity date of the Term Loan in the case of the Term LoanMaturity Date, (II) such Libor Rate Election may not change any election made pursuant to any prior Libor Rate Election, Election and (III) such Libor Rate Election need not be honored by the Bank any Lending Entity if (1) such Libor Rate Election is received by the Bank Agent more than five or less than three Libor Rate Business Days before such Libor Rate Period Commencement Date, (2) any Event of Default or Default occurs or exists before the time or on such Libor Rate Election is received by the Bank or exists at such timePeriod Commencement Date, or (3) the total of the dollar amounts amount specified in clause (iiii) of this sentence is not at least $250,0002,000,000 and an integral multiple of $1,000,000 or (4) such Libor Rate Period would overlap more than eight other Libor Rate Periods. Each Libor Rate Period shall end on the day before the anniversary numerically corresponding day (or, if there is no numerically corresponding day, the last day) of such Libor Rate Period Commencement Date the calendar month that is the number of months (e.g., one month, three months or six months) corresponding to the option elected pursuant to such Libor Rate Election (e.g.Election, one-month, two-month, ---- three-month or six-month anniversary) orexcept that, if such anniversary numerically corresponding day (or such last day) is not a Libor Rate Business Day, such Libor Rate Period shall end on the day before the first day Business Day following such anniversary that is a numerically corresponding day (or such last day) unless such first Business Day does not fall in the same calendar month as such numerically corresponding day (or such last day), in which case such Libor Rate Period shall end on the date before the Business DayDay immediately preceding such numerically corresponding day (or such last day). The Bank dollar amount specified in clause (i) of the first sentence of this Section 5.8 specified in any Libor Rate Election shall be allocated by the Agent among the Lenders so that the ratio, expressed as a percentage, of (i) the outstanding principal amount of the Term Loan made by any Lender included in all Libor Rate Portions to (ii) the total of all Libor Rate Portions is the same as the Commitment Percentage of such Lender. Each Lending Entity may treat as made by the Borrower and rely upon, and the Borrower shall be bound by, any oral (including, but not limited to, telephonic), written (including, but not limited to, facsimile) or other Libor Rate Election that the Bank Agent believes in good faith to be valid and to have been made in the name or on behalf of the Borrower by any officer of the BorrowerDesignated officer, and the Bank no Lending Entity shall not incur any liability to the Borrower or any other Person as a direct or indirect result of honoring such Libor Rate Election.

LIBOR Rate Election. At any time and from time to time, ------------------- upon three (3) Libor Rate Business Days' prior notice by the Borrower to Bank, the Borrower may irrevocably make a Libor Rate Election relating to Term Loans that specifies (i) expressed as a dollar amount, the portion of the aggregate outstanding principal amounts of Term Loans to which such Libor Rate Election relates, (ii) the Libor Rate Business Day that is to be the Libor Rate Period Commencement Date for the Libor Rate Period elected pursuant to such Libor Rate Election, Election and (iiiii) whether a one-month, two-month, three-month or six-month option is elected as to the length of such Libor Rate Period and (iii) expressed as a dollar amount, (A) any portion of the principal amount of any Loan requested to be made on such Libor Rate Period Commencement Date to which such Libor Rate Election relates and (B) any portion of the aggregate outstanding principal amounts of all Loans made prior to such Libor Rate Period Commencement Date to which such Libor Rate Election relatesPeriod; provided, however, that (I) such Libor Rate Period may not extend beyond the Revolving Loan Repayment Date in earlier of (A) December 31, 2003 or (B) the case of Revolving Loans, or beyond the maturity date of the Term Loan in the case of the Term LoanMaturity Date, (II) such Libor Rate Election may not change any election made pursuant to any prior Libor Rate Election, Election and (III) such Libor Rate Election need not be honored by the Bank any Lending Entity if (1) such Libor Rate Election is received by the Bank Agent more than five or less than three Libor Rate Business Days before such Libor Rate Period Commencement Date, (2) any Event of Default or Default occurs or exists before the time or on such Libor Rate Election is received by the Bank or exists at such timePeriod Commencement Date, or (3) the total of the dollar amounts amount specified in clause (iiii) of this sentence is not at least $250,0002,000,000 and an integral multiple of $1,000,000 or (4) such Libor Rate Period would overlap more than eight other Libor Rate Periods. Each Libor Rate Period shall end on the day before the anniversary numerically corresponding day (or, if there is no numerically corresponding day, the last day) of such Libor Rate Period Commencement Date the calendar month that is the number of months (e.g., one month, three months or six months) corresponding to the option elected pursuant to such Libor Rate Election (e.g.Election, one-month, two-month, ---- three-month or six-month anniversary) orexcept that, if such anniversary numerically corresponding day (or such last day) is not a Libor Rate Business Day, such Libor Rate Period shall end on the day before the first day following such anniversary that is a Libor Rate Business DayDay following such numerically corresponding day (or such last day) unless such first Libor Rate Business Day does not fall in the same calendar month as such numerically corresponding day (or such last day), in which case such Libor Rate Period shall end on the date before the Libor Rate Business Day immediately preceding such numerically corresponding day (or such last day). The Bank dollar amount specified in clause (i) of the first sentence of this Section 4i specified in any Libor Rate Election shall be allocated by the Agent among the Lenders so that the ratio, expressed as a percentage, of (i) the outstanding principal amount of the Term Loan made by any Lender included in all Libor Rate Portions to (ii) the total of all Libor Rate Portions is the same as the Commitment Percentage of such Lender. Each Lending Entity may treat as made by the Borrower and rely upon, and the Borrower shall be bound by, any oral (including, but not limited to, telephonic), written (including, but not limited to, facsimile) or other Libor Rate Election that the Bank Agent believes in good faith to be valid and to have been made in the name or on behalf of the Borrower by any officer of the BorrowerDesignated Officer, and the Bank no Lending Entity shall not incur any liability to the Borrower or any other Person as a direct or indirect result of honoring such Libor Rate Election.

LIBOR Rate Election. At any time and from time to time, ------------------- upon three (3) provided no Libor Rate Business Days' prior notice by the Borrower to BankEvent as defined in Section 2.6d hereof has occurred and is continuing, the Borrower may irrevocably make a Libor Rate Election relating to Revolving Loans made on that day that specifies (i) the Libor Rate Business Day that is to be the Libor Rate Period Commencement Date for the Libor Rate Period elected pursuant to such Libor Rate Election, (ii) whether a one-month, two-month, three-month or six-month option is elected as the length of such Libor Rate Period and (iii) expressed as a dollar amount, (A) any portion of the principal amount of any Revolving Loan requested to be made on such Libor Rate Period Commencement Date to which such Libor Rate Election relates and (B) any portion of the aggregate outstanding principal amounts of all Revolving Loans made or requested to be made prior to such Libor Rate Period Commencement Date to which such Libor Rate Election relates; provided, however, that (I) such Libor Rate Period may not extend beyond the Revolving Loan Repayment Date in the case of Revolving Loans, or beyond the maturity date of the Term Loan in the case of the Term LoanMaturity Date, (II) such Libor Rate Election may not change any election made pursuant to any prior Libor Rate Election, Election and (III) such Libor Rate Election need not be honored by the Bank any Lending Entity if (1) such Libor Rate Election is received by the Bank Agent more than five or less than three Libor Rate Business Days before such Libor Rate Period Commencement Date, (2) any Event of Default or Default occurs or exists before the time or on such Libor Rate Election is received by the Bank or exists at such timePeriod Commencement Date, or (3) the total of the dollar amounts specified in clause (iii) of this sentence is not at least $250,0002,000,000 and an integral multiple of $1,000,000 or (4) such Libor Rate Period would overlap more than twelve other Libor Rate Periods. Each Libor Rate Period shall end on the day before the anniversary numerically corresponding day (or, if there is no numerically corresponding day, the last day) of such Libor Rate Period Commencement Date the calendar month that is the number of months (e.g., one month, three months or six months) corresponding to the option elected pursuant to such Libor Rate Election (e.g.Election, one-month, two-month, ---- three-month or six-month anniversary) orexcept that, if such anniversary numerically corresponding day (or such last day) is not a Libor Rate Business Day, such Libor Rate Period shall end on the day before the first day Business Day following such anniversary that is a numerically corresponding day (or such last day) unless such first Business Day does not fall in the same calendar month as such numerically corresponding day (or such last day), in which case such Libor Rate Period shall end on the date before the Business DayDay immediately preceding such numerically corresponding day (or such last day). The Bank total of the dollar amounts specified in clause (iii)of the first sentence of this Section 2.10 specified in any Libor Rate Election shall be allocated by the Agent among the Lenders so that the ratio, expressed as a percentage, of (i) the aggregate outstanding principal amounts of Revolving Loans made by any Lender included in all Libor Rate Portions to (ii) the total of all Libor Rate Portions is the same as the Commitment Percentage of such Lender. Each Lending Entity may treat as made by the Borrower and rely upon, and the Borrower shall be bound by, any oral (including, but not limited to, telephonic), written (including, but not limited to, facsimile) or other Libor Rate Election that the Bank Agent believes in good faith to be valid and to have been made in the name or on behalf of the Borrower by any officer of the BorrowerDesignated Officer, and the Bank no Lending Entity shall not incur any liability to the Borrower or any other Person as a direct or indirect result of honoring such Libor Rate Election.