Common use of Procedures for Interest Rate Election Clause in Contracts

Procedures for Interest Rate Election. (1) The Borrower may elect to have the Term Loan or portions thereof funded on the Original Closing Date as LIBO Rate Loans and may from time to time thereafter elect to convert portions of the Term Loan outstanding as Base Rate Loans to LIBO Rate Loans by giving the Administrative Agent prior irrevocable notice of such election no later than 1:00 p.m. (New York time) on the third Eurodollar Business Day preceding the proposed funding or conversion date. (2) The Borrower may elect to have the Term Loan or portions thereof funded on the Original Closing Date as Base Rate Loans and may from time to time thereafter elect to convert portions of the Term Loan outstanding as LIBO Rate Loans to Base Rate Loans by giving the Administrative Agent irrevocable notice of such election no later than 1:00 p.m. (New York time) on the third Eurodollar Business Day preceding the proposed funding or conversion date. (3) Subject to subsection (4) below, any LIBO Rate Loan may be continued as such upon the expiration of the Interest Period with respect thereto by the Borrower giving the Administrative Agent prior irrevocable notice of such election on the third Eurodollar Business Day preceding the proposed continuation date. If the Borrower shall fail to give notice of such continuation election, the Borrower shall be deemed to have elected to convert any affected LIBO Rate Loan to a Base Rate Loan on the last day of the applicable Interest Period. (4) No portion of the Term Loan shall be funded or continued as a LIBO Rate Loan and no portion of the Term Loan shall be converted into a LIBO Rate Loan if an Event of Default or Potential Default has occurred and is continuing on the day occurring three Eurodollar Business Days prior to the date of, or on the date of, the requested funding, continuation or conversion. (5) Each Base Rate Loan shall be in a minimum principal amount of $1,000,000 or a whole multiple of $1,000,000 in excess thereof and each LIBO Rate Loan shall be in a minimum principal amount of $1,000,000 or a whole multiple of $1,000,000 in excess thereof; provided, that any Base Rate Loan or LIBO Rate Loan may be in such other amount (i) as may result from a partial prepayment thereof pursuant to Section 3.3 or (ii) as may equal all of the then remaining outstanding balance of the Term Loan. (6) Each request for the conversion or continuation of a Base Rate Loan into a LIBO Rate Loan or of a LIBO Rate Loan into a Base Rate Loan shall be evidenced by the timely delivery by the Borrower to the Administrative Agent of a duly executed Rate Request (which delivery may be by facsimile transmission). (7) In no event shall there at any time be LIBO Rate Loans outstanding having more than six (6) different Interest Periods. (8) The Borrower shall only request Interest Periods of one, two, three or six months.

Procedures for Interest Rate Election. (1) The Borrower Company may elect to have the Term Loan or portions thereof funded on the Original Closing Date as LIBO Rate Loans and may from time to time thereafter elect to have Tranche A Loans funded as Eurodollar Loans or to convert portions of the Term Loan Tranche A Loans outstanding as Base Federal Funds Rate Loans to LIBO Rate Eurodollar Loans by giving the Administrative Agent at least three Eurodollar Business Days' prior irrevocable notice of such election no later than 1:00 p.m. (New York time) on election. All such elections shall be made by delivery of a Loan Request by the third Eurodollar Business Day preceding Company to the proposed funding or conversion date. (2) Administrative Agent within the required time period. The Borrower Company may elect to have the Term Loan or portions thereof funded on the Original Closing Date as Base Rate Loans and may from time to time thereafter elect to convert portions of the Term Loan Tranche A Loans outstanding as LIBO Eurodollar Loans to Federal Funds Rate Loans to Base Rate Loans by giving the Administrative Agent irrevocable notice of such election no later than 1:00 p.m. (New York time) on the third Eurodollar Business Day preceding the proposed funding or conversion date. (3) Subject to subsection (4) below, any LIBO Rate Loan may be continued as such effective upon the expiration of the Interest Period with respect thereto by the Borrower giving the Administrative Agent prior irrevocable notice of such election on the third Eurodollar Business Day preceding the proposed continuation date. If the Borrower shall fail to give notice of such continuation election, the Borrower shall be deemed to have elected to convert any affected LIBO Rate Loan to a Base Rate Loan on the last day of the applicable Eurodollar Interest Period. (4) . No portion of the Term Loan shall be funded or continued as a LIBO Rate Eurodollar Loan and no portion of the Term Federal Funds Rate Loan shall be converted into a LIBO Rate Eurodollar Loan if an Event of Default or Potential Default has occurred and is continuing on the day occurring three Eurodollar Business Days prior to the date of, or on the date of, the any requested funding, continuation funding or conversion. (52) Each Base Rate Loan All or any part of Tranche A Loans may be funded or converted as provided herein, provided that partial fundings or conversions shall be in a minimum principal amount of $1,000,000 5,000,000.00 or a whole multiple multiples of $1,000,000 in excess thereof and each LIBO Rate Loan shall be in a minimum principal amount of $1,000,000 or a whole multiple of $1,000,000 1,000,000.00 in excess thereof. (3) Any Eurodollar Loan may be continued as such upon the expiration of the Eurodollar Interest Period with respect thereto by the Company giving the Administrative Agent at least three Eurodollar Business Days' prior irrevocable notice of such election as set forth in a Loan Request; provided, however, that any Base Rate Loan or LIBO Rate no Eurodollar Loan may be in continued as such other amount (i) as may result from when any Event of Default or Potential Default has occurred and is continuing, but shall be automatically converted to a partial prepayment thereof pursuant to Section 3.3 or (ii) as may equal all Federal Funds Rate Loan on the last day of the then remaining outstanding balance of the Term Loan. (6) Each request for the conversion or continuation of a Base Rate Loan into a LIBO Rate Loan or of a LIBO Rate Loan into a Base Rate Loan shall be evidenced by the timely delivery by the Borrower to current Eurodollar Interest Period applicable thereto, and the Administrative Agent shall notify the applicable Lenders and the Company promptly that such automatic conversion will occur. If the Company shall fail to give notice as provided above, the Company shall be deemed to have elected to convert any affected Eurodollar Loan to a Federal Funds Rate Loan on the last day of a duly executed Rate Request (which delivery may be by facsimile transmission)the applicable Eurodollar Interest Period. (7) In no event shall there at any time be LIBO Rate Loans outstanding having more than six (6) different Interest Periods. (8) The Borrower shall only request Interest Periods of one, two, three or six months.

Procedures for Interest Rate Election. (1) The Borrower may elect to have the Term Loan Loans or portions thereof funded on the Original Closing Date as LIBO Rate Loans and may from time to time thereafter elect to convert portions of the Term Loan Loans outstanding as Base Rate Loans to LIBO Rate Loans by giving the Administrative Agent prior irrevocable notice of such election no later than 1:00 p.m. (New York time) on the third Eurodollar Business Day preceding the proposed funding or conversion date. (2) The Borrower may elect to have the Term Loan Loans or portions thereof funded on the Original Closing Date as Base Rate Loans and may from time to time thereafter elect to convert portions of the Term Loan Loans outstanding as LIBO Rate Loans to Base Rate Loans by giving the Administrative Agent irrevocable notice of such election no later than 1:00 p.m. (New York time) on the third Eurodollar Business Day preceding the proposed funding or conversion date. (3) Subject to subsection (4) below, any LIBO Rate Loan may be continued as such upon the expiration of the Interest Period with respect thereto by the Borrower giving the Administrative Agent prior irrevocable notice of such election on the third Eurodollar Business Day preceding the proposed continuation date. If the Borrower shall fail to give notice of such continuation election, the Borrower shall be deemed to have elected to convert any affected LIBO Rate Loan to a Base Rate Loan on the last day of the applicable Interest Period. (4) No portion of the Term Loan Loans shall be funded or continued as a LIBO Rate Loan and no portion of the Term Loan Loans shall be converted into a LIBO Rate Loan if an Event of Default or Potential Default has occurred and is continuing on the day occurring three Eurodollar Business Days prior to the date of, or on the date of, the requested funding, continuation or conversion. (5) Each Base Rate Loan shall be in a minimum principal amount of $1,000,000 or a whole multiple of $1,000,000 in excess thereof and each LIBO Rate Loan shall be in a minimum principal amount of $1,000,000 or a whole multiple of $1,000,000 in excess thereof; provided, that any Base Rate Loan or LIBO Rate Loan may be in such other amount (i) as may result from a partial prepayment thereof pursuant to Section 3.3 or (ii) as may equal all of the then remaining outstanding balance of the Term Loan or the Interim Loan, as applicable. (6) Each request for the conversion or continuation of a Base Rate Loan into a LIBO Rate Loan or of a LIBO Rate Loan into a Base Rate Loan shall be evidenced by the timely delivery by the Borrower to the Administrative Agent of a duly executed Rate Request (which delivery may be by facsimile transmission). (7) In no event shall there at any time be LIBO Rate Loans outstanding which are Interim Loans having more than six (6) different Interest Periods or LIBO Rate Loans which are Term Loans having more than six (6) different Interest Periods. (8) The Borrower shall only request Interest Periods of one, two, three or six months.

Procedures for Interest Rate Election. (1) The Borrower Company may elect from time to time to have the Term Loan or portions thereof Revolving Loans funded on the Original Closing Date as LIBO Rate Loans and may from time to time thereafter elect to convert portions of the Term Loan Revolving Loans outstanding as Base Rate Loans or Floating Eurodollar Rate Loans to LIBO Rate Loans by giving the Administrative Agent prior irrevocable notice of such election no later than 1:00 p.m. 9:00 a.m. (New York San Francisco time) on the third Eurodollar Business Day preceding the proposed funding or conversion date. (2) The Borrower Company may elect to have the Term Loan or portions thereof funded on the Original Closing Date as Base Rate Loans and may from time to time thereafter elect to convert portions of the Term Loan outstanding have Revolving Loans funded as LIBO Floating Eurodollar Rate Loans to or Base Rate Loans by giving the Administrative Agent irrevocable notice of such election no later than 1:00 p.m. 9:00 a.m. (New York San Francisco time) on the third Eurodollar Business Day preceding the proposed funding or conversion date. (3) Subject The Company may elect to subsection convert Revolving Loans outstanding as LIBO Rate Loans to Floating Eurodollar Rate Loans or Base Rate Loans effective upon the last day of the applicable Eurodollar Interest Period by giving the Administrative Agent irrevocable notice of such election no later than 9:00 a.m. (San Francisco time) on the proposed funding date. (4) below, any Any LIBO Rate Loan may be continued as such upon the expiration of the Interest Period with respect thereto by the Borrower Company giving the Administrative Agent prior irrevocable notice of such election on the third Eurodollar Business Day preceding the proposed continuation date. If the Borrower Company shall fail to give notice of such continuation electionas provided above, the Borrower Company shall be deemed to have elected to convert any affected LIBO Rate Loan to a Base Rate Loan on the last day of the applicable Interest Period. (45) No portion of the Term Revolving Loan shall be funded or continued as a LIBO Rate Loan and no portion of the Term Revolving Loan shall be converted into a LIBO Rate Loan if an Event of Default or Potential Default has occurred and is continuing on the day occurring three Eurodollar Business Days prior to the date of, or on the date of, the any requested funding, continuation or conversion. (56) Each Floating Eurodollar Rate Loan and each Base Rate Loan shall be in a minimum the principal amount of $1,000,000 or a 500,000.00 and whole multiple multiples of $1,000,000 100,000.00 in excess thereof and each LIBO Rate Loan shall be in a minimum the principal amount of $1,000,000 1,000,000.00 or a whole multiple multiples of $1,000,000 100,000.00 in excess thereof; provided, that any Base Rate Loan or LIBO Rate Loan may be in such other amount (i) as may result from a partial prepayment thereof pursuant to Section 3.3 or (ii) as may equal all of the then remaining outstanding balance of the Term Loan. (67) Each request for the funding, continuation or conversion or continuation of a Base Rate Loan into a LIBO Rate Loan or of a LIBO Rate Loan into a Base Rate Revolving Loan shall be evidenced by the timely delivery by the Borrower Company to the Administrative Agent of a duly executed Loan and/or Rate Request (which delivery may be by facsimile transmission). (7) In no event shall there at any time be LIBO Rate Loans outstanding having more than six (6) different Interest Periods. (8) The Borrower shall only request Interest Periods of one, two, three or six months.

Procedures for Interest Rate Election. (1) The Borrower Borrowers may elect to have the Term Interim Loan or portions thereof funded on the Original Closing Date as LIBO Rate Loans and may from time to time thereafter elect to convert portions of the Term Interim Loan outstanding as Base Rate Loans to LIBO Rate Loans by giving the Administrative Agent prior irrevocable notice of such election no later than 1:00 p.m. (New York time) on the third Eurodollar Business Day preceding the proposed funding or conversion date. (2) The Borrower Borrowers may elect to have the Term Interim Loan or portions thereof funded on the Original Closing Date as Base Rate Loans and may from time to time thereafter elect to convert portions of the Term Interim Loan outstanding as LIBO Rate Loans to Base Rate Loans by giving the Administrative Agent irrevocable notice of such election no later than 1:00 p.m. (New York time) on the third Eurodollar Business Day preceding the proposed funding or conversion date. (3) Subject to subsection (4) below, any LIBO Rate Loan may be continued as such upon the expiration of the Interest Period with respect thereto by the Borrower Borrowers giving the Administrative Agent prior irrevocable notice of such election on the third Eurodollar Business Day preceding the proposed continuation date. If the Borrower Borrowers shall fail to give notice of such continuation election, the Borrower Borrowers shall be deemed to have elected to convert any affected LIBO Rate Loan to a Base Rate Loan on the last day of the applicable Interest Period. (4) No portion of the Term Interim Loan shall be funded or continued as a LIBO Rate Loan and no portion of the Term Interim Loan shall be converted into a LIBO Rate Loan if an Event of Default or Potential Default has occurred and is continuing on the day occurring three Eurodollar Business Days prior to the date of, or on the date of, the requested funding, continuation or conversion. (5) Each Base Rate Loan shall be in a minimum principal amount of $1,000,000 or a whole multiple of $1,000,000 in excess thereof and each LIBO Rate Loan shall be in a minimum principal amount of $1,000,000 or a whole multiple of $1,000,000 in excess thereof; provided, that any Base Rate Loan or LIBO Rate Loan may be in such other amount (i) as may result from a partial prepayment thereof pursuant to Section 3.3 or (ii) as may equal all of the then remaining outstanding balance of the Term Interim Loan. (6) Each request for the conversion or continuation of a Base Rate Loan into a LIBO Rate Loan or of a LIBO Rate Loan into a Base Rate Loan shall be evidenced by the timely delivery by the Borrower Borrowers to the Administrative Agent of a duly executed Rate Request (which delivery may be by facsimile transmission). (7) In no event shall there at any time be LIBO Rate Loans outstanding having more than six (6) different Interest Periods. (8) The Borrower Borrowers shall only request Interest Periods of one, two, three or six months.

Procedures for Interest Rate Election. (1) The Borrower may elect to have the Term Loan or portions thereof funded on the Original Closing Date as LIBO Rate Loans and may from time to time thereafter elect to convert portions of the Term Loan outstanding as Base Rate Loans to LIBO Rate Loans by giving the Administrative Agent prior irrevocable notice of such election no later than 1:00 p.m. (New York time) on the third Eurodollar Business Day preceding the proposed funding or conversion date. (2) The Borrower may elect to have the Term Loan or portions thereof funded on the Original Closing Date as Base Rate Loans and may from time to time thereafter elect to convert portions of the Term Loan outstanding as LIBO Rate Loans to Base Rate Loans by giving the Administrative Agent irrevocable notice of such election no later than 1:00 p.m. (New York time) on the third Eurodollar Business Day preceding the proposed funding or conversion date. (3) Subject to subsection (4) below, any LIBO Rate Loan may be continued as such upon the expiration of the Interest Period with respect thereto by the Borrower giving the Administrative Agent prior irrevocable notice of such election on the third Eurodollar Business Day preceding the proposed continuation date. If the Borrower shall fail to give notice of such continuation election, the Borrower shall be deemed to have elected to convert any affected LIBO Rate Loan to a Base Rate Loan on the last day of the applicable Interest Period. (4) No portion of the Term Loan shall be funded or continued as a LIBO Rate Loan and no portion of the Term Loan shall be converted into a LIBO Rate Loan if an Event of Default or Potential Default has occurred and is continuing on the day occurring three Eurodollar Business Days prior to the date of, or on the date of, the requested funding, continuation or conversion. (5) Each Base Rate Loan shall be in a minimum principal amount of $1,000,000 or a whole multiple of $1,000,000 in excess thereof and each LIBO Rate Loan shall be in a minimum principal amount of $1,000,000 or a whole multiple of $1,000,000 in excess thereof; provided, that any Base Rate Loan or LIBO Rate Loan may be in such other amount (i) as may result from a partial prepayment thereof pursuant to Section 3.3 or (ii) as may equal all of the then remaining outstanding balance of the Term Loan. (6) Each request for the conversion or continuation of a Base Rate Loan into a LIBO Rate Loan or of a LIBO Rate Loan into a Base Rate Loan shall be evidenced by the timely delivery by the Borrower to the Administrative Agent of a duly executed Rate Request (which delivery may be by facsimile transmission). (7) In no event shall there at any time be LIBO Rate Loans outstanding having more than six (6) different Interest Periods. (8) The Borrower shall only request Interest Periods of one, two, three or six months.

Procedures for Interest Rate Election. (1) The Borrower Borrowers may elect to have the Term Loan or portions thereof funded on the Original Closing Date as LIBO Rate Loans and may from time to time thereafter elect to convert portions of the Term Loan outstanding as Base Rate Loans to LIBO Rate Loans by giving the Administrative Agent prior irrevocable notice of such election no later than 1:00 p.m. (New York time) on the third Eurodollar Business Day preceding the proposed funding or conversion date. (2) The Borrower Borrowers may elect to have the Term Loan or portions thereof funded on the Original Closing Date as Base Rate Loans and may from time to time thereafter elect to convert portions of the Term Loan outstanding as LIBO Rate Loans to Base Rate Loans by giving the Administrative Agent irrevocable notice of such election no later than 1:00 p.m. (New York time) on the third Eurodollar Business Day preceding the proposed funding or conversion date. (3) Subject to subsection (4) below, any LIBO Rate Loan may be continued as such upon the expiration of the Interest Period with respect thereto by the Borrower Borrowers giving the Administrative Agent prior irrevocable notice of such election on the third Eurodollar Business Day preceding the proposed continuation date. If the Borrower Borrowers shall fail to give notice of such continuation election, the Borrower Borrowers shall be deemed to have elected to convert any affected LIBO Rate Loan to a Base Rate Loan on the last day of the applicable Interest Period. (4) No portion of the Term Loan shall be funded or continued as a LIBO Rate Loan and no portion of the Term Loan shall be converted into a LIBO Rate Loan if an Event of Default or Potential Default has occurred and is continuing on the day occurring three Eurodollar Business Days prior to the date of, or on the date of, the requested funding, continuation or conversion. (5) Each Base Rate Loan shall be in a minimum principal amount of $1,000,000 or a whole multiple of $1,000,000 in excess thereof and each LIBO Rate Loan shall be in a minimum principal amount of $1,000,000 or a whole multiple of $1,000,000 in excess thereof; provided, that any Base Rate Loan or LIBO Rate Loan may be in such other amount (i) as may result from a partial prepayment thereof pursuant to Section 3.3 or (ii) as may equal all of the then remaining outstanding balance of the Term Loan. (6) Each request for the conversion or continuation of a Base Rate Loan into a LIBO Rate Loan or of a LIBO Rate Loan into a Base Rate Loan shall be evidenced by the timely delivery by the Borrower Borrowers to the Administrative Agent of a duly executed Rate Request (which delivery may be by facsimile transmission). (7) In no event shall there at any time be LIBO Rate Loans outstanding having more than six (6) different Interest Periods. (8) The Borrower shall only request Interest Periods of one, two, three or six months.)

Procedures for Interest Rate Election. (1) The Borrower Company may elect to have the Term Loan or portions thereof funded on the Original Closing Date as LIBO Rate Loans and may from time to time thereafter elect to have Loans funded as LIBO Rate Loans, to convert Revolving Loans outstanding as Base Rate Loans or Floating Eurodollar Rate Loans and to convert portions of the Term Loan A and Term Loan B outstanding as Base Rate Loans to LIBO Rate Loans by giving the Administrative Agent prior irrevocable notice of such election no later than 1:00 p.m. 9:00 a.m. (New York San Francisco time) on the third Eurodollar Business Day preceding the proposed funding or conversion date. (2) The Borrower Company may elect from time to time to have the Term Loan Revolving Loans funded as Floating Eurodollar Rate Loans or portions thereof funded on the Original Closing Date as Base Rate Loans and may from time to time thereafter elect to convert have portions of the Term Loan outstanding A and Term Loan B funded as LIBO Rate Loans to Base Rate Loans by giving the Administrative Agent irrevocable notice of such election no later than 1:00 p.m. 9:00 a.m. (New York San Francisco time) on the third Eurodollar Business Day preceding the proposed funding or conversion date. (3) Subject The Company may elect to subsection convert Revolving Loans outstanding as LIBO Rate Loans to Floating Eurodollar Rate Loans or Base Rate Loans and to convert portions of Term Loan A and Term Loan B Advances outstanding as LIBO Rate Loans to Base Rate Loans effective upon the last day of the applicable Eurodollar Interest Period by giving the Administrative Agent irrevocable notice of such election no later than 9:00 a.m. (San Francisco time) on the proposed funding date. (4) below, any Any LIBO Rate Loan may be continued as such upon the expiration of the Interest Period with respect thereto by the Borrower Company giving the Administrative Agent prior irrevocable notice of such election on the third Eurodollar Business Day preceding the proposed continuation date. If the Borrower Company shall fail to give notice of such continuation electionas provided above, the Borrower Company shall be deemed to have elected to convert any affected LIBO Rate Loan to a Base Rate Loan on the last day of the applicable Interest Period. (45) No portion of the Term Loan shall be funded or continued as a LIBO Rate Loan and no portion of the Term Loan shall be converted into a LIBO Rate Loan if an Event of Default or Potential Default has occurred and is continuing on the day occurring three Eurodollar Business Days prior to the date of, or on the date of, the any requested funding, continuation or conversion. (56) Each Floating Eurodollar Rate Loan and each Base Rate Loan shall be in a minimum the principal amount of $1,000,000 or a 500,000.00 and whole multiple multiples of $1,000,000 10,000.00 in excess thereof and each LIBO Rate Loan shall be in a minimum the principal amount of $1,000,000 5,000,000.00 or a whole multiple multiples of $1,000,000 1,000,000.00 in excess thereof; provided, that any Base Rate Loan or LIBO Rate Loan may be in such other amount (i) as may result from a partial prepayment thereof pursuant to Section 3.3 or (ii) as may equal all of the then remaining outstanding balance of the Term Loan. (67) Each request for the funding, continuation or conversion or continuation of a Base Rate Loan into a LIBO Rate Loan or of a LIBO Rate Loan into a Base Rate Loan shall be evidenced by the timely delivery by the Borrower Company to the Administrative Agent of a duly executed Loan and/or Rate Request (which delivery may be by facsimile transmission). (7) In no event shall there at any time be LIBO Rate Loans outstanding having more than six (6) different Interest Periods. (8) The Borrower shall only request Interest Periods of one, two, three or six months.