Common use of LIBOR Rate Election Clause in Contracts

LIBOR Rate Election. At any time and from time to time, provided no Libor Event 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 and (iii) whether a one-month, three-month or six-month option is elected as to the length of such Libor Rate Period; provided, however, that (I) such Libor Rate Period may not extend beyond the earlier of (A) March 31, 2008 or (B) the Maturity Date, (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 any Lending Entity if (1) such Libor Rate Election is received by the Agent more than five or less than three Business Days before such Libor Rate Period Commencement Date, (2) any Event of Default or Default occurs or exists before or on such Libor Rate Period Commencement Date, (3) the dollar amount specified in clause (i) of this sentence is not at least $2,000,000 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 numerically corresponding day (or, if there is no numerically corresponding day, the last day) of 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, except that, if such numerically corresponding day (or such last day) is not a Business Day, such Libor Rate Period shall end on the day before the first Business Day following such 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 Day immediately preceding such numerically corresponding day (or such last day). The 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 Agent believes in good faith to be valid and to have been made on behalf of the Borrower by any Designated officer, and no Lending Entity shall incur any liability to the Borrower or any other Person as a direct or indirect result of such Libor Rate Election.

LIBOR Rate Election. At Provided there is no Default or Event ------------------- of Default hereunder or under any time and from time to timeother Loan Document, provided no Libor Event as defined in Section 2.6d hereof has occurred and is continuing, the Borrower may irrevocably make elect a Libor Rate Election relating to Term Loans that specifies LIBOR Pricing Option by (i) expressed as giving written notice to Lender no later than 10:00 A.M. (New York, New York time) three (3) Eurodollar Business Days prior to the commencement of a dollar amountLIBOR Interest Period of Borrower's desire to select a LIBOR Pricing Option and (ii) by not later than 1:00 P.M. (New York, New York time) three (3) Eurodollar Business Days prior to the commencement of a LIBOR Interest Period, Borrower shall by telephonic advice (to be confirmed the next day in writing) irrevocably select a LIBOR Pricing Option based upon approximate and nonbinding rates quoted by Lender to Borrower at the time of such telephonic notice, by specifying the portion (but in no event less than $100,000.00) of the principal amount of the Notes not then subject to a LIBOR Pricing Option to bear interest at the Applicable LIBOR Rate. If the written confirmation received by Lender differs from the action taken by Lender, the records of Lender shall control absent manifest error. Prior to the effective date of any LIBOR Pricing Option, Lender shall notify Borrower (by telephone, telecopy or otherwise) if any LIBOR Pricing Option is not available to Lender because (i) Eurodollar deposits which have a maturity corresponding to the proposed LIBOR Interest Period in an amount equal to the portion of the Principal Amount to be subject to such LIBOR Pricing Option are not reasonably available to Lender in the London Interbank Eurocurrency Market, or (ii) by reason of circumstances affecting such Market, adequate and reasonable methods do not exist for Lender to ascertain the interest rate applicable to such deposits for the proposed LIBOR Interest Period, or (iii) Lender has determined in its reasonable discretion that the Applicable LIBOR Rate does not adequately and fairly reflect the cost to Lender of making or maintaining the portion of the Principal Amount to be subject to a LIBOR Pricing Option. Upon the termination of a LIBOR Pricing Option, the portion of the aggregate outstanding principal amounts amount of Term Loans the Notes subject to which such Libor Rate Election relatesLIBOR Pricing Option will thenceforth bear interest at (i) the Revolving Loan Commitment Period Applicable Base Rate, if such termination occurs during the Revolving Loan Commitment Period, or (ii) the Business Day that is to be the Libor Rate Term Loan Period Commencement Date for the Libor Rate Period elected pursuant to such Libor Rate Election and (iii) whether a one-month, three-month or six-month option is elected as to the length of such Libor Rate Period; provided, however, that (I) such Libor Rate Period may not extend beyond the earlier of (A) March 31, 2008 or (B) the Maturity Date, (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 any Lending Entity if (1) such Libor Rate Election is received by the Agent more than five or less than three Business Days before such Libor Rate Period Commencement Date, (2) any Event of Default or Default occurs or exists before or on such Libor Rate Period Commencement Date, (3) the dollar amount specified in clause (i) of this sentence is not at least $2,000,000 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 numerically corresponding day (or, if there is no numerically corresponding day, the last day) of 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, except thatApplicable Base Rate, if such numerically corresponding day (or such last day) is not a Business Day, such Libor Rate Period shall end on the day before the first Business Day following such 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 Day immediately preceding such numerically corresponding day (or such last day). The 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 termination occurs during the Term Loan made by any Lender included Period, if any, unless, in all Libor Rate Portions to (ii) either case, an alternative LIBOR Pricing Option shall thereafter be exercised in accordance with the total provisions 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 Agent believes in good faith to be valid and to have been made on behalf of the Borrower by any Designated officer, and no Lending Entity shall incur any liability to the Borrower or any other Person as a direct or indirect result of such Libor Rate Electionthis Section.

LIBOR Rate Election. At All Loans shall constitute Base Rate Loans and remain so for at least three (3) Business Days following the Second Amendment and Restatement Date. Thereafter, Borrower, by written or telephonic notice to Agent by 12:00 noon CST on the third Business Day prior to the Funding Date for the applicable LIBOR Loans requested thereby in each instance, may request that Revolving Loans to be made be LIBOR Loans and that outstanding portions of any time Term Loan be converted to LIBOR Loans. Once given, a LIBOR Loan request shall be irrevocable and from time Borrower shall be bound thereby. Upon the expiration of an Interest Period, in the absence of a new LIBOR Loan request submitted to time, provided no Libor Event as defined in Section 2.6d hereof has occurred and is continuingAgent not less than three (3) Business Days prior to the end of such Interest Period, the Borrower LIBOR Loan then maturing shall be automatically converted to a Base Rate Loan. There may irrevocably be no more than six (6) LIBOR Loans outstanding at any one time. Loans which are not the subject of a LIBOR Loan request shall be Base Rate Loans. Agent will notify the Lenders, by telephonic or facsimile notice, of each LIBOR request received by Agent not less than two (2) Business Days prior to the Funding Date of the LIBOR Loan requested thereby. Notwithstanding any other provision of this Agreement, if any Lender shall notify Agent that any change of law makes it unlawful or any change in circumstance makes it impossible for such Lender to perform its obligations hereunder to make a Libor Rate Election relating to Term Loans that specifies LIBOR Loans, (i) expressed as a dollar amountany obligation of such Lender to make, maintain, renew or fund LIBOR Loans shall be suspended until Agent shall notify Borrower and Lenders that the portion of the aggregate outstanding principal amounts of Term Loans to which circumstances causing such Libor Rate Election relates, suspension no longer exist and (ii) Borrower shall forthwith prepay in full the LIBOR Loans of such Lender then outstanding, together with interest accrued thereon, unless Borrower, within ten (10) Business Day Days of notice from Agent and in accordance with this subsection 1.2(G), shall have simultaneously converted all LIBOR Loans of such Lender to Base Rate Loans such that is to be the Libor Rate Period Commencement Date for the Libor Rate Period elected pursuant circumstances giving rise to such Libor Rate Election and (iii) whether a one-month, three-month or six-month option is elected as notice no longer exist. Notwithstanding anything to the length of such Libor Rate Period; providedcontrary contained herein, however, that (I) such Libor Rate Period may not extend beyond all Interest Periods under the earlier of (A) March 31, 2008 or (B) the Maturity Date, (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 any Lending Entity if (1) such Libor Rate Election is received by the Agent more than five or less than three Business Days before such Libor Rate Period Commencement Date, (2) any Event of Default or Default occurs or exists before or on such Libor Rate Period Commencement Date, (3) the dollar amount specified in clause (i) of this sentence is not at least $2,000,000 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 Original Credit Agreement shall end on the day before the numerically corresponding day (or, if there is no numerically corresponding day, the last day) of 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, except that, if such numerically corresponding day (or such last day) is not a Business Day, such Libor Rate Period shall end Second Amendment and Restatement Date and all interest accrued and unpaid on the day before Loans and other Obligations accrued through the first Business Day following such 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 Second Amendment and Restatement Date shall end become due and payable on the date before the Business Day immediately preceding such numerically corresponding day (or such last day). The 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 Second Amendment 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 Agent believes in good faith to be valid and to have been made on behalf of the Borrower by any Designated officer, and no Lending Entity shall incur any liability to the Borrower or any other Person as a direct or indirect result of such Libor Rate ElectionRestatement Date.

LIBOR Rate Election. At any time All Loans made on the Closing Date shall be ------------------- Base Rate Loans and from time to time, provided no Libor Event 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 and (iii) whether a one-month, three-month or six-month option is elected as to the length of such Libor Rate Period; provided, however, that (I) such Libor Rate Period may not extend beyond remain so until the earlier of ten (A10) March 31, 2008 days after the Closing Date or (B) completion of the Maturity primary syndication of the credit facilities. If the primary syndication of the credit facilities is not complete by the tenth day after the Closing Date, (II) such Libor Rate Election then Parent, on behalf of Borrowers, may not change select an Interest Period for a LIBOR Loan which is longer than one month prior to the earlier of ninety (90) days after the Closing Date or the date Agent notifies Borrowers, that it has completed such primary syndication. Thereafter, Parent, on behalf of Borrowers may request that Revolving Loans to be made be LIBOR Loans, that outstanding portions of Revolving Loans and the Term Loan be converted to LIBOR Loans and that all or any election portion of a LIBOR Loan be continued as a LIBOR Loan upon expiration of the applicable Interest Period. Any such request will be made pursuant by Parent submitting a LIBOR Loan request in the form of Exhibit 1.2(G). Once given, a LIBOR Loan request shall be irrevocable and Borrowers shall be bound thereby. Upon the expiration of an Interest Period, in the absence of a new LIBOR Loan request submitted to any prior Libor Rate Election and (III) such Libor Rate Election need Agent not be honored by any Lending Entity if (1) such Libor Rate Election is received by the Agent more than five or less than three (3) Business Days before prior to the end of such Libor Interest Period, the LIBOR Loan then maturing shall be automatically converted to a Base Rate Period Commencement DateLoan. There may be no more than six (6) LIBOR Loans outstanding at any one time. Loans which are not the subject of a LIBOR Loan request shall be Base Rate Loans. Agent will notify Lenders, by telephonic or facsimile notice, of each LIBOR Loan request received by Agent not less than two (2) any Event of Default or Default occurs or exists before or on such Libor Rate Period Commencement Date, (3) Business Days prior to the dollar amount specified in clause (i) of this sentence is not at least $2,000,000 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 first day before the numerically corresponding day (or, if there is no numerically corresponding day, the last day) of 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, except that, if such numerically corresponding day (or such last day) is not a Business Day, such Libor Rate Interest Period shall end on the day before the first Business Day following such 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 Day immediately preceding such numerically corresponding day (or such last day). The 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 LIBOR 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 Agent believes in good faith to be valid and to have been made on behalf of the Borrower by any Designated officer, and no Lending Entity shall incur any liability to the Borrower or any other Person as a direct or indirect result of such Libor Rate Electionrequested thereby.

LIBOR Rate Election. At any time and from time to time, provided no Libor Event as defined in Section 2.6d hereof has occurred and is continuing, the Borrower may irrevocably make a Libor Rate Election relating to Term Revolving Loans made on that day 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 and Election, (iiiii) whether a one-month, three-month or six-month option is elected as to the length of such Libor Rate PeriodPeriod 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 earlier of (A) March 31, 2008 or (B) the Maturity Date, (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 any Lending Entity if (1) such Libor Rate Election is received by the Agent more than five or less than three Business Days before such Libor Rate Period Commencement Date, (2) any Event of Default or Default occurs or exists before or on such Libor Rate Period Commencement Date, (3) the total of the dollar amount amounts specified in clause (iiii) of this sentence is not at least $2,000,000 and an integral multiple of $1,000,000 or (4) such Libor Rate Period would overlap more than eight twelve other Libor Rate Periods. Each Libor Rate Period shall end on the day before the numerically corresponding day (or, if there is no numerically corresponding day, the last day) of 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, except that, if such numerically corresponding day (or such last day) is not a Business Day, such Libor Rate Period shall end on the day before the first Business Day following such 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 Day immediately preceding such numerically corresponding day (or such last day). The total of the dollar amount amounts specified in clause (i) of iii)of the first sentence of this Section 5.8 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 amount amounts of the Term Loan 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 Agent believes in good faith to be valid and to have been made on behalf of the Borrower by any Designated officerOfficer, and no Lending Entity shall incur any liability to the Borrower or any other Person as a direct or indirect result of such Libor Rate Election.

LIBOR Rate Election. At any time and from time to time, provided no Libor Event as defined in Section 2.6d hereof has occurred and is continuing, the Borrower may irrevocably make a Libor Rate Election relating to Term Revolving Loans made on that day 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 and Election, (iii) whether a one-month, three-month or six-month option is elected as to the length of such Libor Rate PeriodPeriod 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 earlier of (A) March 31, 2008 or (B) the Maturity Date, (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 any Lending Entity if (1) such Libor Rate Election is received by the 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 or on such Libor Rate Period Commencement Date, (3) the total of the dollar amount amounts specified in clause (iiii) of this sentence is not at least $2,000,000 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 numerically corresponding day (or, if there is no numerically corresponding day, the last day) of 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, except that, if such 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 Libor Rate Business Day 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 total of the dollar amount amounts specified in clause (iiii) of the first sentence of this Section 5.8 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 amount amounts of the Term Loan 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 Agent believes in good faith to be valid and to have been made on behalf of the Borrower by any Designated officerOfficer, and no Lending Entity shall incur any liability to the Borrower or any other Person as a direct or indirect result of such Libor Rate Election.

LIBOR Rate Election. At any time and from time to time, provided no Libor Event 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 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 and (iii) whether a one-month, three-month or six-month option is elected as to the length of such Libor Rate Period; provided, however, that (I) such Libor Rate Period may not extend beyond the earlier of (A) March December 31, 2008 2003 or (B) the Maturity Date, (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 any Lending Entity if (1) such Libor Rate Election is received by the 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 or on such Libor Rate Period Commencement Date, (3) the dollar amount specified in clause (i) of this sentence is not at least $2,000,000 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 numerically corresponding day (or, if there is no numerically corresponding day, the last day) of 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, except that, if such 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 Libor Rate Business Day 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 dollar amount specified in clause (i) of the first sentence of this Section 5.8 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 Agent believes in good faith to be valid and to have been made on behalf of the Borrower by any Designated officerOfficer, and no Lending Entity shall incur any liability to the Borrower or any other Person as a direct or indirect result of such Libor Rate Election.