Common use of Method of Electing Interest Rates Clause in Contracts

Method of Electing Interest Rates. (a) The Advances included in each Borrowing (other than a Swingline Loan) shall bear interest initially at the type of rate specified by the Borrower in the applicable Notice of Borrowing. Thereafter, (A) Base Rate Advances shall continue as Base Rate Advances unless such Advances are prepaid or Converted into Eurodollar Rate Advances; and (B) subject to Article V, Eurodollar Rate Advances shall continue as Eurodollar Rate Advances until the last day of the Interest Period therefor, at which time such Advances shall be prepaid, Converted to Base Rate Advances or continued as Eurodollar Rate Advances for a new Interest Period. This Section shall not apply to Swingline Loans, which may not be converted or continued. Each election by the Borrower to continue or Convert Advances shall be made by delivering a notice (a “Notice of Interest Rate Election”) to the Administrative Agent by not later than 10:00 a.m. (Local Time) at least three (3) Business Days before the Conversion or continuation selected in such notice is to be effective. If the Borrower shall fail to issue a Notice of Interest Rate Election within three (3) Business Days prior to the end of any Interest Period for Eurodollar Rate Advances (unless the Borrower shall have issued a notice of prepayment in respect of the applicable Borrowing in accordance with Section 5.12), the Advances comprising such Borrowing shall be Converted into Base Rate Advances. A Notice of Interest Rate Election may, if it so specifies, apply to only a portion of the aggregate principal amount of the relevant Borrowing; provided that (i) such portion is allocated ratably among the Advances comprising such Borrowing and (ii) the portion to which such Notice of Interest Rate Election applies, and the remaining portion to which it does not apply, are each $20,000,000 or any larger multiple of $5,000,000.

Method of Electing Interest Rates. (a) The Advances Loans included in each Committed Borrowing (other than a Swingline Loan) shall bear interest initially at the type of rate specified by the Borrower in the applicable Notice of Borrowing. Thereafter, the Borrower may from time to time elect to change or continue the type of interest rate borne by each Group of Loans (A) subject in each case to the provisions of Article VIII), as follows: if such Loans are Base Rate Advances shall continue Loans, the Borrower may elect to convert all or any portion of such Loans to Euro-Dollar Loans as of any Business Day; if such Loans are Euro-Dollar Loans, the Borrower may elect to convert all or any portion of such Loans to Base Rate Advances unless Loans and/or elect to continue all or any portion of such Advances are prepaid Loans as Euro-Dollar Loans for an additional Interest Period or Converted into Eurodollar Rate Advances; and (B) subject to Article Vadditional Interest Periods, Eurodollar Rate Advances shall continue as Eurodollar Rate Advances until in each case effective on the last day of the then current Interest Period therefor, at which time applicable to such Advances shall be prepaid, Converted to Base Rate Advances or continued as Eurodollar Rate Advances for a new Interest Period. This Section shall not apply to Swingline Loans, which may not be converted or continued. Each on such other date designated by Borrower in the Notice of Interest Rate Election provided Borrower shall pay any losses pursuant to Section 2.12.Each such election by the Borrower to continue or Convert Advances shall be made by delivering a notice (a “"Notice of Interest Rate Election”") to the Administrative Agent by not later than 10:00 a.m. (Local Time) at least three (3) Business Days before the Conversion conversion or continuation selected in such notice is to be effective. If the Borrower shall fail to issue a Notice of Interest Rate Election within three (3) Business Days prior to the end of any Interest Period for Eurodollar Rate Advances (unless the Borrower shall have issued a notice of prepayment in respect of the applicable Borrowing in accordance with Section 5.12), the Advances comprising such Borrowing shall be Converted into Base Rate Advances. A Notice of Interest Rate Election may, if it so specifies, apply to only a portion of the aggregate principal amount of the relevant BorrowingGroup of Loans; provided that (i) such portion is allocated ratably among the Advances Loans comprising such Borrowing and Group, (ii) the portion to which such Notice of Interest Rate Election applies, and the remaining portion to which it does not apply, are each $20,000,000 500,000 or any larger multiple of $5,000,000100,000, (iii) there shall be no more than ____ (__) Euro-Dollar Groups of Loans outstanding at any time, (iv) no Committed Loan may be continued as, or converted into, a Euro-Dollar Loan when any Event of Default has occurred and is continuing, and (v) no Interest Period shall extend beyond the Maturity Date. Each Notice of Interest Rate Election shall specify: the Group of Loans (or portion thereof) to which such notice applies; the date on which the conversion or continuation selected in such notice is to be effective, which shall comply with the applicable clause of subsection (a) above; if the Loans comprising such Group are to be converted, the new type of Loans and, if such new Loans are Euro-Dollar Loans, the duration of the initial Interest Period applicable thereto; and if such Loans are to be continued as Euro-Dollar Loans for an additional Interest Period, the duration of such additional Interest Period.Each Interest Period specified in a Notice of Interest Rate Election shall comply with the provisions of the definition of Interest Period. Upon receipt of a Notice of Interest Rate Election from the Borrower pursuant to subsection (a) above, the Administrative Agent shall notify the Documentation Agent and each Bank the same day as it receives such Notice of Interest Rate Election of the contents thereof, the interest rates determined pursuant thereto and the Interest Periods (if different from those requested by the Borrower) and such notice shall not thereafter be revocable by the Borrower. If the Borrower fails to deliver a timely Notice of Interest Rate Election to the Administrative Agent for any Group of Euro-Dollar Loans, such Loans shall be converted into Euro-Dollar Loans on the last day of the then current Interest Period applicable thereto. SECTION Interest Rates SECTION Method of Electing Interest Rates. The Loans included in each Committed Borrowing shall bear interest initially at the type of rate specified by the Borrower in the Notice of Borrowing. Thereafter, the Borrower may from time to time elect to change or continue the type of interest rate borne by each Group of Loans (subject in each case to the provisions of Article VIII), as follows:

Method of Electing Interest Rates. (a) The Advances Loans included in each Borrowing (other than a Swingline Loan) shall bear interest initially at the type of rate specified by the Borrower in the applicable Notice of Borrowing. Thereafter, the Borrower may from time to time elect to change or continue the type of interest rate borne by each Group of Loans (Asubject in each case to the provisions of Article VIII), as follows: (i) if such Loans are Base Rate Advances shall continue Loans, the Borrower may elect to convert all or any portion of such Loans to Eurodollar Loans as of any Eurodollar Business Day; (ii) if such Loans are Eurodollar Loans, the Borrower may elect to convert all or any portion of such Loans to Base Rate Advances unless Loans and/or elect to continue all or any portion of such Advances are prepaid or Converted into Eurodollar Rate Advances; and (B) subject to Article V, Eurodollar Rate Advances shall continue Loans as Eurodollar Rate Advances until Loans for an additional Interest Period or additional Interest Periods, in each case effective on the last day of the then current Interest Period therefor, at which time applicable to such Advances shall be prepaid, Converted to Base Rate Advances or continued as Eurodollar Rate Advances for a new Interest Period. This Section shall not apply to Swingline Loans, which may not be converted or continued. Each election on such other date designated by the Borrower in the Notice of Interest Rate Election, provided the Borrower shall pay any losses pursuant to continue or Convert Advances Section 2.14. Each such election shall be made by delivering a notice in a form approved by the Administrative Agent (a “Notice of Interest Rate Election”) to the Administrative Agent by not later than 10:00 a.m. (Local Time) at least three (3) Eurodollar Business Days before prior to, but excluding, the Conversion effective date of the conversion or continuation selected in such notice is to be effective. If the Borrower shall fail to issue a Notice of Interest Rate Election within three (3) Business Days prior to the end of any Interest Period for Eurodollar Rate Advances (unless the Borrower shall have issued a notice of prepayment in respect of the applicable Borrowing in accordance with Section 5.12), the Advances comprising such Borrowing shall be Converted into Base Rate Advancesnotice. A Notice of Interest Rate Election may, if it so specifies, apply to only a portion of the aggregate principal amount of the relevant BorrowingGroup of Loans; provided that (i) such portion is allocated ratably among the Advances Loans comprising such Borrowing and Group of Loans, (ii) the portion to which such Notice of Interest Rate Election applies, and the remaining portion to which it does not apply, are each $20,000,000 in the minimum amounts required hereby, (iii) no Loan may be continued as, or converted into, a Eurodollar Loan when any larger multiple Event of $5,000,000.Default has occurred and is continuing, provided, however, that if and for so long as the Borrower shall have an Investment Grade Rating from S&P and Xxxxx’x, if the Borrower shall so request and the Required Banks shall so elect, then a Loan may be continued as, or converted into, a Eurodollar Loan when any Event of Default has occurred and is continuing, and (iv) no Interest Period shall extend beyond the Maturity Date. (b) Each Notice of Interest Rate Election shall specify: (i) the Group of Loans (or portion thereof) to which such notice applies; (ii) the date on which the conversion or continuation selected in such notice is to be effective, which shall comply with the applicable clause of subsection (a) above; (iii) if the Loans comprising such Group of Loans are to be converted, the new type of Loans and, if such new Loans are Eurodollar Loans, the duration of the initial Interest Period applicable thereto; and (iv) if such Loans are to be continued as Eurodollar Loans for an additional Interest Period, the duration of such additional Interest Period. Each Interest Period specified in a Notice of Interest Rate Election shall comply with the provisions of the definition of Interest Period. - 30-

Method of Electing Interest Rates. (a) The Advances included in each Borrowing (other than a Swingline Loan) shall bear interest initially at the type of rate specified by the Borrower in the applicable Notice of Borrowing. Thereafter, (A) Base Rate Advances shall continue as Base Rate Advances unless such Advances are prepaid or Converted into Eurodollar Rate Advances; and (B) subject to Article V, Eurodollar Rate Advances shall continue as Eurodollar Rate Advances until the last day of the Interest Period therefor, at which time such Advances shall be prepaid, Converted to Base Rate Advances or continued as Eurodollar Rate Advances for a new Interest Period. This Section shall not apply to Swingline Loans, which may not be converted or continued. Each election by the Borrower to continue or Convert Advances shall be made by delivering a notice (a “Notice of Interest Rate Election”) to the Administrative Agent by not later than 10:00 a.m. (Local Time) at least three (3) Business Days before the Conversion or continuation selected in such notice is to be effective. If the Borrower shall fail to issue a Notice of Interest Rate Election within three (3) Business Days prior to the end of any Interest Period for Eurodollar Rate Advances (unless the Borrower shall have issued a notice of prepayment in respect of the applicable Borrowing in accordance with Section 5.12), the Advances comprising such Borrowing shall be Converted into Base Rate Advances. A Notice of Interest Rate Election may, if it so specifies, apply to only a portion of the aggregate principal amount of the relevant Borrowing; provided that (i) such portion is allocated ratably among the Advances comprising such Borrowing and (ii) the portion to which such Notice of Interest Rate Election applies, and the remaining portion to which it does not apply, are each $20,000,000 25,000,000 or any larger multiple of $5,000,000.

Method of Electing Interest Rates. (a) The Advances Loans included in each Borrowing (other than a Swingline Loan) shall bear interest initially at the type of rate specified by the Borrower in the applicable Notice of Borrowing. Thereafter, the Borrower may from time to time elect to change or continue the type of interest rate borne by each Group of Loans (Asubject to Section 2.08(d) and the provisions of Article 8, as follows): (i) if such Loans are Base Rate Advances shall continue Loans, the Borrower may elect to convert such Loans to Euro-Dollar Loans as Base Rate Advances unless such Advances are prepaid or Converted into Eurodollar Rate Advancesof any Business Day; and (Bii) if such Loans are Euro-Dollar Loans, the Borrower may elect to convert such Loans to Base Rate Loans as of any Business Day or to continue such Loans as Euro- Dollar Loans for an additional Interest Period, subject to Article V, Eurodollar Rate Advances shall continue as Eurodollar Rate Advances until Section 2.14 if any such conversion is effective on any day other than the last day of the an Interest Period therefor, at which time applicable to such Advances shall be prepaid, Converted to Base Rate Advances or continued as Eurodollar Rate Advances for a new Interest Period. This Section shall not apply to Swingline Loans, which may not be converted or continued. Each such election by the Borrower to continue or Convert Advances shall be made by delivering a notice (a “"Notice of Interest Rate Election”") to the Administrative Servicing Agent by not later than 10:00 a.m. 10:30 A.M. (Local TimeNew York City time) at least three (3) on the third Business Days Day before the Conversion conversion or continuation selected in such notice is to be effective. If the Borrower shall fail to issue a Notice of Interest Rate Election within three (3) Business Days prior to the end of any Interest Period for Eurodollar Rate Advances (unless the Borrower shall have issued a notice of prepayment in respect of the applicable Borrowing in accordance with Section 5.12), the Advances comprising such Borrowing shall be Converted into Base Rate Advances. A Notice of Interest Rate Election may, if it so specifies, apply to only a portion of the aggregate principal amount of the relevant BorrowingGroup of Loans; provided that (i) such portion is allocated ratably among the Advances Loans comprising such Borrowing Group and (ii) the portion to which such Notice of Interest Rate Election applies, and the remaining portion to which it does not apply, are each at least $20,000,000 10,000,000 (unless such portion is comprised of Base Rate Loans). If no such notice is timely received before the end of an Interest Period for any Group of Euro-Dollar Loans, the Borrower shall be deemed to have elected that such Group of Loans be converted to Base Rate Loans at the end of such Interest Period. (b) Each Notice of Interest Rate Election shall specify: (i) the Group of Loans (or portion thereof) to which such notice applies; (ii) the date on which the conversion or continuation selected in such notice is to be effective, which shall comply with the applicable clause of Section 2.08(a) above; (iii) if the Loans comprising such Group are to be converted, the new Type of Loans and, if the Loans resulting from such conversion are to be Euro-Dollar Loans, the duration of the next succeeding Interest Period applicable thereto; and (iv) if such Loans are to be continued as Euro- Dollar Loans for an additional Interest Period, the duration of such additional Interest Period. Each Interest Period specified in a Notice of Interest Rate Election shall comply with the provisions of the definition of Interest Period. (c) Promptly after receiving a Notice of Interest Rate Election from the Borrower pursuant to Section 2.08(a) above, the Servicing Agent shall notify each Bank of the contents thereof and such notice shall not thereafter be revocable by the Borrower. (d) The Borrower shall not be entitled to elect to convert any larger multiple Loans to, or continue any Loans for an additional Interest Period as, Euro-Dollar Loans if (i) the aggregate principal amount of any Group of Euro-Dollar Loans created or continued as a result of such election would be less than $5,000,00010,000,000 or (ii) a Default shall have occurred and be continuing when the Borrower delivers notice of such election to the Servicing Agent. (e) If any Loan is converted to a different Type of Loan, the Borrower shall pay, on the date of such conversion, the interest accrued to such date on the principal amount being converted. (f) A conversion or continuation pursuant to this Section 2.08 is not a Borrowing. Section 2.09.