Common use of Selection of Alternative Rate Clause in Contracts

Selection of Alternative Rate. The Borrower may, subject to the requirements of this Section 2.06(b), on at least three (3) Business Days' prior written notice elect to have interest accrue on any Loan or any portion thereof at an IBOR Rate for an Applicable Interest Period. Such notice (herein, an "Interest Rate Notice") shall be deemed delivered on receipt by Agent except that an Interest Rate Notice received by the Agent after 10:00 a.m. (Seattle, Washington time) on any Business Day shall be deemed to be received on the immediately succeeding Business Day. Such Interest Rate Notice shall identify, subject to the conditions of this Section 2.06(b), the Loan or portions thereof and the Applicable Interest Period which the Borrower selects. Any such Interest Rate Notice shall be irrevocable and shall constitute a representation and warranty by the Borrower that as of the date of such Interest Rate Notice, the statements set forth in Article IV are true and correct and that no Event of Default or Default has occurred and is continuing. On receipt of such Interest Rate Notice, the Agent shall promptly notify each Lender by telephone (confirmed promptly by telex or facsimile transmission) of the information set forth in the Interest Rate Notice. Borrower's right to select an IBOR Rate to apply to a Loan or any portion thereof shall be subject to the following conditions: (i) the aggregate of all Loans or portions thereof to accrue interest at a particular IBOR Rate for the same Applicable Interest Period shall be an integral multiple of One Million Dollars ($1,000,000) and not less than Two Million Dollars ($2,000,000); (ii) the Borrower shall not have selected more than twelve (12) different IBOR Rates or Applicable Interest Periods to be applicable to portions of the Loans at any one time; (iii) an IBOR Rate may not be selected for any Loan or portion thereof which is already accruing interest at an IBOR Rate unless such selection is only to become effective at the maturity of the Applicable Interest Period then in effect; (iv) the Agent or any Lender shall not have given notice pursuant to Section 2.06(d) that the IBOR Rate selected by Borrower is not available; (v) no Default or Event of Default shall have occurred and be continuing and (vi) if the Borrower elects to have some portion (but less than all) of the Loans accrue interest at a designated IBOR Rate, the Borrower shall select a portion of each Lender's Loans to accrue interest at such rate in proportion to their respective Percentage Interests. In the absence of an effective request for the application of an IBOR Rate, the Loans or remaining portions thereof shall accrue interest at the Adjusted Base Rate. Any Interest Rate Notice which specifies an IBOR Rate but fails to identify an Applicable Interest Period shall be deemed to be a request for the designated IBOR Rate for an Applicable Interest Period of one (1) month. The Interest Rate Notice may be given with and contained in any Required Notice of Borrowing. If the Borrower delivers an Interest Rate Notice with any Required Notice of Borrowing for a Loan and the Borrower thereafter declines to take such Loan or a condition precedent to the making of such Loan is not satisfied or waived, Borrower shall indemnify the Agent and each Lender for all losses and any costs which the Agent or any Lender may sustain as a consequence thereof including, without limitation, the costs of redeployment of funds at rates lower than the cost to the Lenders of such funds. A certificate of the Agent or any Lender setting forth the amount due to it pursuant to this subparagraph (b) and the basis for, and the calculation of, such amount shall, absent manifest error, be conclusive evidence of the amount due pursuant to this subparagraph (b). Payment of the amount owed shall be due within fifteen (15) days after the Borrower's receipt of such certificate.

Selection of Alternative Rate. (i) Each Swing Line Borrowing shall be a Base Rate Loan. The Borrower may, subject to the requirements of this Section 2.06(b)2.6.2, on at least three (3) Business Days' prior written notice notice, elect to have interest accrue on any Revolving Loan or any portion thereof at an IBOR Rate for an Applicable Interest Period. Such notice (herein, an "Interest Rate Notice") shall be deemed delivered on receipt by Agent Agent, except that an Interest Rate Notice received by the Agent after 10:00 a.m. (SeattleLos Angeles, Washington California time) on any Business Day shall be deemed to be have been received on the immediately succeeding Business Day. Such The Interest Rate Notice may be given with, and contained in, any Notice of Borrowing with respect to a Revolving Loan. (ii) Each Interest Rate Notice shall identify, subject to the conditions of this Section 2.06(b)2.6.2, the Revolving Loan or portions thereof and the Applicable Interest Period which the Borrower selects. Any such Interest Rate Notice shall be irrevocable and shall constitute a representation and warranty by the Borrower that as of the date of such Interest Rate Notice, the statements set forth in Article IV are true and correct and that no Event of Default or Default has occurred and is continuing. On receipt of such Interest Rate Notice, the Agent shall promptly notify each Lender by telephone (confirmed promptly by telex or facsimile transmission) of the information set forth in the Interest Rate Notice. Borrower's right to select an IBOR Rate to apply to a Loan or any portion thereof shall be subject to the following conditions: (i) the aggregate of all Loans or portions thereof to accrue interest at a particular IBOR Rate for the same Applicable Interest Period shall be an integral multiple of One Million Dollars ($1,000,000) and not less than Two Million Dollars ($2,000,000); (ii) the Borrower shall not have selected more than twelve (12) different IBOR Rates or Applicable Interest Periods to be applicable to portions of the Loans at any one time; (iii) an IBOR Rate may not be selected for any Loan or portion thereof which is already accruing interest at an IBOR Rate unless such selection is only to become effective at the maturity of the Applicable Interest Period then in effect; (iv) the Agent or any Lender shall not have given notice pursuant to Section 2.06(d) that the IBOR Rate selected by Borrower is not available; (v) no Default or Event of Default shall have occurred and be continuing and (vi) if the Borrower elects to have some portion (but less than all) of the Loans accrue interest at a designated IBOR Rate, the Borrower shall select a portion of each Lender's Loans to accrue interest at such rate in proportion to their respective Percentage Interests. In the absence of an effective request for the application of an IBOR Rate, the Loans or remaining portions thereof shall accrue interest at the Adjusted Base Rate. Any Interest Rate Notice which specifies an IBOR Rate but fails to identify an Applicable Interest Period shall be deemed to be a request for the designated IBOR Rate for an Applicable Interest Period of one (1) month. The Borrower's right to select an IBOR Rate to apply to a Revolving Loan or any portion thereof shall be subject to the following conditions: (A) the aggregate amount of all Revolving Loans or portions thereof to accrue interest at a particular IBOR Rate for the same Applicable Interest Period shall Two Million Dollars ($2,000,000) or an integral multiple of One Million Dollars ($1,000,000) in excess thereof; (B) the Borrower shall not have selected more than twelve (12) different IBOR Rates or Applicable Interest Periods to be applicable to portions of the Revolving Loans at any one time; (C) an IBOR Rate may not be selected for any Swing Line Borrowing; (D) an IBOR Rate may not be selected for any Revolving Loan or portion thereof that is already accruing interest at an IBOR Rate unless such selection is only to become effective at the maturity of the Applicable Interest Period then in effect; (E) neither the Agent nor any Lender shall have given notice pursuant to Section 2.6.4 that the IBOR Rate selected by Borrower is not available; and (F) no Default or Event of Default shall have occurred and be continuing. (b) On receipt of any Interest Rate Notice, the Agent shall promptly notify each Lender by telephone (confirmed promptly by telex or facsimile transmission) of the information set forth in the Interest Rate Notice. Each Interest Rate Notice may shall be given with irrevocable, and contained in any Required Notice shall constitute a representation and warranty by the Borrower that, as of Borrowingthe date of such Interest Rate Notice, no Event of Default or Default has occurred and is continuing. If the Borrower delivers an Interest Rate Notice with any Required Notice of Borrowing for a Loan and the Borrower thereafter declines to take such Loan Loan, or a condition precedent to the making of such Loan is not satisfied or waived, Borrower shall indemnify the Agent Agent, and each Lender Lender, for all losses and any costs which the Agent or any Lender may sustain as a consequence thereof thereof, including, without limitation, the costs of redeployment of funds at rates lower than the cost to the Lenders of such funds. A certificate of the Agent or any Lender setting forth the amount due to it pursuant to this subparagraph (b) and the basis for, and the calculation of, such amount shall, absent manifest error, be conclusive evidence of the amount due pursuant to this subparagraph (b). Payment of the amount owed shall be due within fifteen (15) days after the Borrower's receipt of such certificate. (c) Each IBOR Loan shall be allocated among the Lenders in proportion to their respective Percentage Interests. In the absence of an effective request for the application of an IBOR Rate (including, without limitation, as of the last day of the Applicable Interest Period of any IBOR Loan), the Loans shall accrue interest at the Adjusted Base Rate.

Selection of Alternative Rate. (i) Each Swing Line Borrowing shall be a Base Rate Loan. The Borrower may, subject to the requirements of this Section 2.06(b)2.6.2, on at least three (3) Business Days' prior written notice notice, elect to have interest accrue on any Revolving Loan or any portion thereof at an the IBOR Rate for an Applicable Interest Period. Such notice (herein, an "Interest Rate Notice") shall be deemed delivered on receipt by Agent Agent, except that an Interest Rate Notice received by the Agent at either its New York Office or its Dallas Office after 10:00 a.m. 12:30 p.m. (Seattle, Washington New York City time) on any Business Day shall be deemed to be have been received on the immediately succeeding Business Day. Such The Interest Rate Notice may be given with, and contained in, any Notice of Borrowing with respect to a Revolving Loan. (ii) Each Interest Rate Notice shall identify, subject to the conditions of this Section 2.06(b)2.6.2, the Revolving Loan or or, portions thereof and the Applicable Interest Period which the Borrower selects. Any such Interest Rate Notice shall be irrevocable and shall constitute a representation and warranty by the Borrower that as of the date of such Interest Rate Notice, the statements set forth in Article IV are true and correct and that no Event of Default or Default has occurred and is continuing. On receipt of such Interest Rate Notice, the Agent shall promptly notify each Lender by telephone (confirmed promptly by telex or facsimile transmission) of the information set forth in the Interest Rate Notice. Borrower's right to select an IBOR Rate to apply to a Loan or any portion thereof shall be subject to the following conditions: (i) the aggregate of all Loans or portions thereof to accrue interest at a particular IBOR Rate for the same Applicable Interest Period shall be an integral multiple of One Million Dollars ($1,000,000) and not less than Two Million Dollars ($2,000,000); (ii) the Borrower shall not have selected more than twelve (12) different IBOR Rates or Applicable Interest Periods to be applicable to portions of the Loans at any one time; (iii) an IBOR Rate may not be selected for any Loan or portion thereof which is already accruing interest at an IBOR Rate unless such selection is only to become effective at the maturity of the Applicable Interest Period then in effect; (iv) the Agent or any Lender shall not have given notice pursuant to Section 2.06(d) that the IBOR Rate selected by Borrower is not available; (v) no Default or Event of Default shall have occurred and be continuing and (vi) if the Borrower elects to have some portion (but less than all) of the Loans accrue interest at a designated IBOR Rate, the Borrower shall select a portion of each Lender's Loans to accrue interest at such rate in proportion to their respective Percentage Interests. In the absence of an effective request for the application of an IBOR Rate, the Loans or remaining portions thereof shall accrue interest at the Adjusted Base Rate. Any Interest Rate Notice which specifies an IBOR Rate but fails to identify an Applicable Interest Period shall be deemed to be a request for the designated IBOR Rate for an Applicable Interest Period of one (1) month. The Borrower's right to select an IBOR Rate to apply to a Revolving Loan or any portion thereof shall be subject to the following conditions: (A) the aggregate amount of all Revolving Loans or portions thereof to accrue interest at a particular IBOR Rate for the same Applicable Interest Period shall be $2,000,000 or an integral multiple of $1,000,000 in excess thereof; (B) the Borrower shall not have selected more than twelve (12) different IBOR Rates or Applicable Interest Periods to be applicable to portions of the Revolving Loans at any one time; (C) an IBOR Rate may not be selected for any Swing Line Borrowing; (D) an IBOR Rate may not be selected for any Revolving Loan or portion thereof that is already accruing interest at an IBOR Rate unless such selection is only to become effective at the maturity of the Applicable Interest Period then in effect; (E) neither the Agent nor any Lender shall have given notice pursuant to Section 2.6.4 that the IBOR Rate selected by Borrower is not available; and (F) no Default or Event of Default shall have occurred and be continuing. (b) On receipt of any Interest Rate Notice, the Agent shall promptly notify each Lender by telephone (confirmed promptly by telex or facsimile transmission) of the information set forth in the Interest Rate Notice. Each Interest Rate Notice may shall be given with irrevocable, and contained in any Required Notice shall constitute a representation and warranty by the Borrower that, as of Borrowingthe date of such Interest Rate Notice, no Event of Default or Default has occurred and is continuing. If the Borrower delivers an Interest Rate Notice with any Required Notice of Borrowing for a Loan and the Borrower thereafter declines to take such Loan Loan, or a condition precedent to the making of such Loan is not satisfied or waived, Borrower shall indemnify the Agent Agent, and each Lender Lender, for all losses and any costs which the Agent or any Lender may sustain as a consequence thereof thereof, including, without limitation, the costs of redeployment of funds at rates lower than the cost to the Lenders of such funds. A certificate of the Agent or any Lender setting forth the amount due to it pursuant to this subparagraph (b) and the basis for, and the calculation of, such amount shall, absent manifest error, be conclusive evidence of the amount due pursuant to this subparagraph (b). Payment of the amount owed shall be due within fifteen (15) days after the Borrower's receipt of such certificate. (c) Each IBOR Loan shall be allocated among the Lenders in proportion to their respective Percentage Interests. In the absence of an effective request for the application of an IBOR Rate (including, without limitation, as of the last day of the Applicable Interest Period of any IBOR Loan), the Loans shall accrue interest at the Adjusted Base Rate.

Selection of Alternative Rate. The Borrower may, subject to the requirements of this Section 2.06(b2.08(b), on at least three (3) Business Days' prior written notice elect to have interest accrue on any Committed Loan or any portion thereof at an IBOR a LIBOR Rate for an Applicable Interest Period. Such notice (herein, an "Interest Rate Notice") shall be deemed delivered on receipt by Agent except that an the Interest Rate Notice received by the Agent after 10:00 a.m. a.m., (Seattle, Washington time) ), on any Business Day Day, shall be deemed to be received on the immediately succeeding Business Day. Such Interest Rate Notice shall identify, subject to the conditions of this Section 2.06(b2.08(b), the Committed Loan or portions thereof and the Applicable Interest Period which the Borrower selects. Any such Interest Rate Notice shall be irrevocable and shall constitute a representation and warranty by the Borrower that as of the date of such Interest Rate Notice, the statements set forth in Article IV are true and correct and that no Event of Default or Default has occurred and is continuing. On receipt of such Interest Rate Notice, the Agent shall promptly notify each Lender by telephone (confirmed promptly by telex or facsimile transmission) of the information set forth in the Interest Rate Notice. Borrower's right to select an IBOR a LIBOR Rate to apply to a Committed Loan or any portion thereof shall be subject to the following conditions: : (i) the aggregate of all Committed Loans or portions thereof to accrue interest at a particular IBOR LIBOR Rate for the same Applicable Interest Period shall be an integral multiple of One Million Dollars ($1,000,000) and not less than Two Five Million Dollars ($2,000,0005,000,000); (ii) the Borrower shall not have selected more than twelve six (126) different IBOR LIBOR Rates or Applicable Interest Periods to be applicable to portions of the Committed Loans at any one time; (iii) an IBOR a LIBOR Rate may not be selected for any Committed Loan or portion thereof which is already accruing interest at an IBOR a LIBOR Rate unless such selection is only to become effective at the maturity of the Applicable Interest Period then in effect; (iv) the Agent or any Lender shall not have given notice pursuant to Section 2.06(d2.08(d) that the IBOR LIBOR Rate is not available and the Agent or any Lender shall not have given notice pursuant to Section 2.08(e) that the Applicable Interest Period selected by Borrower in the Interest Rate Notice is not available; (v) no Default or Event of Default shall have occurred and be continuing and (vi) if the Borrower elects to have some portion (but less than all) of the Loans Committed Loans, accrue interest at a designated IBOR LIBOR Rate, the Borrower shall select a portion of each Lender's Loans Committed Loans, to accrue interest at such rate in proportion to their respective Percentage Interests. In the absence of an effective request for the application of an IBOR a LIBOR Rate, the Committed Loans or remaining portions thereof shall accrue interest at the Adjusted Base Rate. Any Interest Rate Notice which specifies an IBOR a LIBOR Rate but fails to identify an Applicable Interest Period shall be deemed to be a request for the designated IBOR LIBOR Rate for an Applicable Interest Period of one (1) month. The Interest Rate Notice may be given with and contained in any Required Notice of Borrowing. If the Borrower delivers an Interest Rate Notice with any Required Notice of Borrowing for a Committed Loan and the Borrower thereafter declines to take such Committed Loan or a condition precedent to the making of such Loan is not satisfied or waived, Borrower shall indemnify the Agent and each Lender for all losses and any costs which the Agent or any Lender may sustain as a consequence thereof including, without limitation, the costs of redeployment of funds at rates lower than the cost to the Lenders of such funds. A certificate of the Agent or any Lender setting forth the amount due to it pursuant to this subparagraph (b) and the basis for, and the calculation of, such amount shall, absent manifest error, shall be conclusive PRIMA FACIE evidence of the amount due pursuant to this subparagraph (b). Payment of the amount owed shall be due within fifteen (15) days after the Borrower's receipt of such certificate.

Selection of Alternative Rate. The Borrower may, subject to the requirements of this Section 2.06(b2.08(b), on at least three (3) Business Days' prior written notice elect to have interest accrue on any Committed Loan or any portion thereof at an IBOR a LIBOR Rate for an Applicable Interest Period. Such notice (herein, an "Interest Rate Notice") shall be deemed delivered on receipt by Agent except that an the Interest Rate Notice received by the Agent after 10:00 a.m. a.m., (Seattle, Washington time) ), on any Business Day Day, shall be deemed to be received on the immediately succeeding Business Day. Such Interest Rate Notice shall identify, subject to the conditions of this Section 2.06(b2.08(b), the Committed Loan or portions thereof and the Applicable Interest Period which the Borrower selects. Any such Interest Rate Notice shall be irrevocable and shall constitute a representation and warranty by the Borrower that as of the date of such Interest Rate Notice, the statements set forth in Article IV are true and correct and that no Event of Default or Default has occurred and is continuing. On receipt of such Interest Rate Notice, the Agent shall promptly notify each Lender by telephone (confirmed promptly by telex or facsimile transmission) of the information set forth in the Interest Rate Notice. Borrower's right to select an IBOR a LIBOR Rate to apply to a Committed Loan or any portion thereof shall be subject to the following conditions: (i) the aggregate of all Committed Loans or portions thereof to accrue interest at a particular IBOR LIBOR Rate for the same Applicable Interest Period shall be an integral multiple of One Million Dollars ($1,000,000) and not less than Two Five Million Dollars ($2,000,0005,000,000); (ii) the Borrower shall not have selected more than twelve six (126) different IBOR LIBOR Rates or Applicable Interest Periods to be applicable to portions of the Committed Loans at any one time; (iii) an IBOR a LIBOR Rate may not be selected for any Committed Loan or portion thereof which is already accruing interest at an IBOR a LIBOR Rate unless such selection is only to become effective at the maturity of the Applicable Interest Period then in effect; (iv) the Agent or any Lender shall not have given notice pursuant to Section 2.06(d2.08(d) that the IBOR LIBOR Rate is not available and the Agent or any Lender shall not have given notice pursuant to Section 2.08(e) that the Applicable Interest Period selected by Borrower in the Interest Rate Notice is not available; (v) no Default or Event of Default shall have occurred and be continuing and (vi) if the Borrower elects to have some portion (but less than all) of the Loans Committed Loans, accrue interest at a designated IBOR LIBOR Rate, the Borrower shall select a portion of each Lender's Loans Committed Loans, to accrue interest at such rate in proportion to their respective Percentage Interests. In the absence of an effective request for the application of an IBOR a LIBOR Rate, the Committed Loans or remaining portions thereof shall accrue interest at the Adjusted Base Rate. Any Interest Rate Notice which specifies an IBOR a LIBOR Rate but fails to identify an Applicable Interest Period shall be deemed to be a request for the designated IBOR LIBOR Rate for an Applicable Interest Period of one (1) month. The Interest Rate Notice may be given with and contained in any Required Notice of Borrowing. If the Borrower delivers an Interest Rate Notice with any Required Notice of Borrowing for a Committed Loan and the Borrower thereafter declines to take such Committed Loan or a condition precedent to the making of such Loan is not satisfied or waived, Borrower shall indemnify the Agent and each Lender for all losses and any costs which the Agent or any Lender may sustain as a consequence thereof including, without limitation, the costs of redeployment of funds at rates lower than the cost to the Lenders of such funds. A certificate of the Agent or any Lender setting forth the amount due to it pursuant to this subparagraph (b) and the basis for, and the calculation of, such amount shall, absent manifest error, shall be conclusive PRIMA FACIE evidence of the amount due pursuant to this subparagraph (b). Payment of the amount owed shall be due within fifteen (15) days after the Borrower's receipt of such certificate.