Common use of Applicable Interest Rate Clause in Contracts

Applicable Interest Rate. (a) With regard to the Revolving Credit Notes and at the time that the Borrower requests an Advance, the Borrower shall deliver to Agent a Borrowing Request which shall be irrevocable, and which shall set forth the following: (a) whether the selected interest rate is the Base Rate or the LIBOR-Based Rate, and (b) if the interest rate selected is the LIBOR-Based Rate, the maturity selected for the LIBOR-Based Rate Period. In the event that the Borrower shall fail to select an Applicable Interest Rate on the Borrowing Request, then it shall be conclusively presumed that the Borrower has elected the Base Rate. (b) With regard to the Term Notes and upon the Closing Date, the Borrower shall advise the Agent in writing: (a) whether the Applicable Interest Rate on the Term Notes is the Base Rate or the LIBOR-Based Rate, and (b) if the interest rate selected is the LIBOR-Based Rate, the maturity selected for the LIBOR-Based Rate Period. (c) At any time that the outstanding principal balance of the Term Notes or an Advance bears interest at the Base Rate, the Borrower may elect upon two (2) Business Days prior written notice and delivery to Agent of a Notice of Interest Rate Election to convert the Applicable Interest Rate to a LIBOR-Based Rate. (d) Once the Borrower has selected the LIBOR-Based Rate, such rate shall remain applicable until the expiration of the then applicable LIBOR-Based Rate Period. Two (2) Business Days prior to the expiration of any applicable LIBOR-Based Rate Period, the Borrower shall deliver to Agent a Notice of Interest Rate Election. Should the Borrower fail to deliver such Notice of Interest Rate Election in a timely manner, then it shall be conclusively presumed that the Borrower has selected the Base Rate as the Applicable Interest Rate. (e) At any time, no more than ten (10) different LIBOR-Based Rate Periods may be applicable to the Term Notes and all Advances. (f) The Applicable Interest Rate shall be computed on the basis of a year of 360 days for the actual number of days elapsed. (g) The following provisions shall apply at any time that the LIBOR-Based Rate is applicable:

Applicable Interest Rate. The outstanding Principal amount shall bear interest on each day outstanding at the Base Rate in effect on such day, unless the Default Rate shall apply. Upon the occurrence and during the continuation of an Event of Default, the outstanding Principal amount, and all past-due interest thereon, shall bear interest on each day outstanding at the Default Rate automatically and without the necessity of notice, until such delinquent amount is paid or such breach or default is otherwise cured to the satisfaction of Lender or waived by Lender in writing. Notwithstanding anything to the contrary contained in this Note, (a) With regard to this Note shall never bear interest in excess of the Revolving Credit Notes and at the time that the Borrower requests an Advance, the Borrower shall deliver to Agent a Borrowing Request which shall be irrevocable, and which shall set forth the following: (a) whether the selected interest rate is the Base Rate or the LIBOR-Based Highest Lawful Rate, and (b) if at any time the rate at which interest rate selected is payable on this Note is limited by the LIBOR-Based Highest Lawful Rate by the foregoing clause (a) or by reference to the Highest Lawful Rate in the definitions of Base Rate and Default Rate, then this Note shall bear interest at the maturity selected for Highest Lawful Rate and shall continue to bear interest at the LIBOR-Based Highest Lawful Rate Perioduntil such time as the total amount of interest accrued on this Note equals (but does not exceed) the total amount of interest which would have accrued on this Note, had there been no Highest Lawful Rate applicable to this Note. In As used in this Note, the event that term “Highest Lawful Rate” shall mean the Borrower shall fail to select an Applicable Interest Rate on the Borrowing Requestlesser of (a) 18%, then it shall be conclusively presumed that the Borrower has elected the Base Rate. or (b) With regard the maximum lawful rate of interest which may be contracted for, charged, taken, received or reserved by Lender in accordance with the applicable laws of the State of Texas (or applicable United States federal law, to the Term Notes extent that it permits Lender to contract or charge, take, receive or reserve a greater amount of interest than under Texas law), taking into account all fees and upon expenses if any, contracted for, charged, received, taken or reserved by Lender in connection with the Closing Date, transaction relating to this Note and the Borrower shall advise indebtedness evidenced hereby or by the Agent in writing: (a) whether the Applicable Interest Rate on the Term Notes is the Base Rate or the LIBOR-Based Rate, and (b) if the other Loan Documents which are treated as interest rate selected is the LIBOR-Based Rate, the maturity selected for the LIBOR-Based Rate Periodunder applicable law. (c) At any time that the outstanding principal balance of the Term Notes or an Advance bears interest at the Base Rate, the Borrower may elect upon two (2) Business Days prior written notice and delivery to Agent of a Notice of Interest Rate Election to convert the Applicable Interest Rate to a LIBOR-Based Rate. (d) Once the Borrower has selected the LIBOR-Based Rate, such rate shall remain applicable until the expiration of the then applicable LIBOR-Based Rate Period. Two (2) Business Days prior to the expiration of any applicable LIBOR-Based Rate Period, the Borrower shall deliver to Agent a Notice of Interest Rate Election. Should the Borrower fail to deliver such Notice of Interest Rate Election in a timely manner, then it shall be conclusively presumed that the Borrower has selected the Base Rate as the Applicable Interest Rate. (e) At any time, no more than ten (10) different LIBOR-Based Rate Periods may be applicable to the Term Notes and all Advances. (f) The Applicable Interest Rate shall be computed on the basis of a year of 360 days for the actual number of days elapsed. (g) The following provisions shall apply at any time that the LIBOR-Based Rate is applicable:

Applicable Interest Rate. (a) With regard The Company shall have the right with respect to Acquisition Loan Borrowings, at any time upon prior irrevocable notice to the Revolving Credit Notes Agent (x) not later than 10:00 a.m., Houston, Texas time, on the date of conversion, to convert any Eurodollar Borrowing into an ABR Borrowing, (y) not later than 11:00 a.m., Houston, Texas time, three (3) Business Days prior to conversion or continuation, to convert all or any portion of any ABR Borrowing into a Eurodollar Borrowing or to continue all or any portion of any Eurodollar Borrowing of any Borrower as a Eurodollar Borrowing for an additional Interest Period, and (z) not later than 11:00 a.m., Houston, Texas time, three (3) Business Days prior to conversion, to convert all or any portion of the Interest Period with respect to any Eurodollar Borrowing to another Interest Period subject, in each case, to the following: (i) each conversion or continuation shall be made among the Lenders, in accordance with each Lender’s Pro Rata Share of Acquisition Loan Commitments; (ii) if less than all the outstanding principal amount of any such Acquisition Loan shall be converted or continued, the aggregate principal amount of such Acquisition Loan converted or continued shall be an integral multiple of One Million Dollars ($1,000,000) and not less than One Million Dollars ($1,000,000); (iii) if any Eurodollar Borrowing is converted at a time other than the end of the Interest Period applicable thereto, the Company shall pay any amounts due to the Lenders under Section 5.10; (iv) any portion of a Borrowing required to be repaid in less than one month may not be converted into or continued as a Eurodollar Borrowing; (v) any portion of a Eurodollar Borrowing which cannot be converted into or continued as a Eurodollar Borrowing by reason of clause (iv) above shall be automatically converted at the end of the Interest Period in effect for such Acquisition Loan Borrowing into an ABR Borrowing; and (vi) accrued interest on an Acquisition Loan (or portion thereof) being converted or continued shall be paid by the Company at the time of conversion or continuation. Each notice pursuant to this Section 5.15 shall be irrevocable and specify (w) the identity and amount of the Acquisition Loan Borrowing that the Borrower Company requests to be converted or continued, (x) whether such Acquisition Loan Borrowing is to be converted to or continued as a Eurodollar Borrowing or an AdvanceABR Borrowing, (y) if such notice requests a conversion, the Borrower shall deliver to Agent a Borrowing Request date of such conversion (which shall be irrevocable, and which shall set forth the following: (aa Business Day) whether the selected interest rate is the Base Rate or the LIBOR-Based Rate, and (bz) if the interest rate selected such Acquisition Loan Borrowing is the LIBOR-Based Rateto be converted to or continued as a Eurodollar Borrowing, the maturity selected for Interest Period with respect thereto. If no Interest Period is specified in any such notice with respect to any conversion to or continuation as a Eurodollar Borrowing, the LIBOR-Based Rate Period. In the event that the Borrower shall fail to select an Applicable Interest Rate on the Borrowing Request, then it Company shall be conclusively presumed that deemed to have selected an Interest Period of one (1) month’s duration. The Agent shall promptly advise the Borrower has elected other Lenders of any notice given pursuant to this Section 5.15(a) and of each Lender’s portion of any converted or continued Borrowing and the Base Rateapplicable interest rate. If the Company shall not have given written notice in accordance with this Section 5.15(a) to continue any Eurodollar Borrowing into a subsequent Interest Period (and shall not otherwise have given written notice in accordance with this Section 5.15(a) to convert such Acquisition Loan Borrowing), such Acquisition Loan Borrowing shall, at the end of the Interest Period applicable thereto (unless repaid pursuant to the terms hereof), automatically be converted into an ABR Borrowing. (b) With regard The Company shall have the right with respect to Floor Plan Loan Borrowings, on behalf of any Floor Plan Borrower, at any time upon prior irrevocable notice to the Term Notes and upon the Closing DateAgent (x) not later than 10:00 a.m., the Borrower shall advise the Agent in writing: (a) whether the Applicable Interest Rate Houston, Texas time, on the Term Notes is the Base Rate or the LIBOR-Based Ratedate of conversion, and (b) if the interest rate selected is the LIBOR-Based Rate, the maturity selected for the LIBOR-Based Rate Period. (c) At any time that the outstanding principal balance of the Term Notes or an Advance bears interest at the Base Rate, the Borrower may elect upon two (2) Business Days prior written notice and delivery to Agent of a Notice of Interest Rate Election to convert the Applicable Interest any Eurodollar Borrowing into a Comerica Prime Rate to a LIBOR-Based Rate. Borrowing, (dy) Once the Borrower has selected the LIBOR-Based Ratenot later than 11:00 a.m., such rate shall remain applicable until the expiration of the then applicable LIBOR-Based Rate Period. Two (2) Houston, Texas time, three Business Days prior to the expiration conversion or continuation, to convert all or any portion of any applicable LIBOR-Based Comerica Prime Rate Borrowing into a Eurodollar Borrowing or to continue all or any portion of any Eurodollar Borrowing of any Floor Plan Borrower as a Eurodollar Borrowing for an additional Interest Period, and (z) not later than 11:00 a.m., Houston, Texas time, three Business Days prior to conversion, to convert all or any portion of the Borrower shall deliver Interest Period with respect to Agent a Notice of any Eurodollar Borrowing to another permissible Interest Rate Election. Should Period subject in each case to the Borrower fail to deliver such Notice of Interest Rate Election in a timely manner, then it following: (i) each conversion or continuation shall be conclusively presumed made pro rata among the Lenders, in accordance with each Lender’s Pro Rata Share of Floor Plan Loan Commitments; (ii) if less than all the outstanding principal amount of any such Floor Plan Loan Borrowing shall be converted or continued, the aggregate principal amount of such Floor Plan Loan Borrowing converted or continued shall be an integral multiple of One Million Dollars ($1,000,000) and not less than One Million Dollars ($1,000,000); (iii) if any Eurodollar Borrowing is converted at a time other than the end of the Interest Period applicable thereto, the Company shall pay any amounts due to the Lenders under Section 5.10; (iv) any portion of a Borrowing maturing or required to be repaid in less than one month may not be converted into or continued as a Eurodollar Borrowing; (v) any portion of a Eurodollar Borrowing which cannot be converted into or continued as a Eurodollar Borrowing by reason of clause (iv) above shall be automatically converted at the end of the Interest Period in effect for such Floor Plan Loan Borrowing into a Comerica Prime Rate Borrowing; and (vi) accrued interest on an Floor Plan Loan (or portion thereof) being converted or continued shall be paid by the Company at the time of conversion or continuation. Each notice pursuant to this Section 5.15(b) shall be irrevocable and specify (w) the identity and amount of the Floor Plan Loan Borrowing that the Borrower has Company requests to be converted or continued, (x) whether such Floor Plan Loan Borrowing is to be converted to or continued as a Eurodollar Borrowing or a Comerica Prime Rate Borrowing, (y) if such notice requests a conversion, the date of such conversion (which shall be a Business Day) and (z) if such Floor Plan Loan Borrowing is to be converted to or continued as a Eurodollar Borrowing, the Interest Period with respect thereto. If no Interest Period is specified in any such notice with respect to any conversion to or continuation as a Eurodollar Borrowing, the Company shall be deemed to have selected an Interest Period of one (1) month’s duration. The Agent shall promptly advise the Base Rate as other Lenders of any notice given pursuant to this Section 5.15(b) and of each Lender’s portion of any converted or continued Borrowing. If the Applicable Company shall not have given written notice in accordance with this Section 5.15(b) to continue any Eurodollar Borrowing into a subsequent Interest Rate. Period (eand shall not otherwise have given written notice in accordance with this Section 5.15(b) At any timeto convert such Floor Plan Loan Borrowing), no more than ten such Floor Plan Loan Borrowing shall, at the end of the Interest Period applicable thereto (10) different LIBOR-Based Rate Periods may be applicable unless repaid pursuant to the Term Notes and all Advancesterms hereof), automatically be converted into a Comerica Prime Rate Borrowing. (f) The Applicable Interest Rate shall be computed on the basis of a year of 360 days for the actual number of days elapsed. (g) The following provisions shall apply at any time that the LIBOR-Based Rate is applicable:

Applicable Interest Rate. (a) With regard Subject to Sections 2.6 and 2.7, the initial Borrowing Tranche shall bear interest as a LIBO Rate Tranche and shall continue as a LIBO Rate Tranche unless LIBO Rate pricing is not available. For any Base Rate Borrowing Tranche, Borrower may make, if available, a LIBO Rate election by delivering a Rate Election Notice before 12:00 p.m., Eastern time, on the second Business Day prior to the Revolving Credit Notes and at Borrowing Date. The LIBO Rate shall remain fixed for each LIBO Rate Tanche until the time that next LIBOR Period commences. Borrower may elect, by designation on a Rate Election Notice to convert a Base Rate Tranche or any portion thereof into a LIBO Rate Tranche. For purposes of the Borrower requests an Advanceimmediately preceding sentence, the Borrower shall deliver to Agent a Borrowing Request which amount of any “portion” shall be irrevocable$1,000,000, and which shall set forth the following: (a) whether the selected interest rate is the Base Rate or the LIBOR-Based Rate, and (b) if the interest rate selected is the LIBOR-Based Rate, the maturity selected for the LIBOR-Based Rate Period. a multiple thereof In the event Borrower fails to notify Lender that Borrower desires to continue any LIBO Rate Tranche or any portion thereof by the last day of the applicable LIBOR Period, Borrower shall fail be deemed to select have elected to continue the LIBO Rate Tranche in question for an Applicable Interest additional LIBOR Period. Any Rate Election Notice delivered by Borrower shall be irrevocable and may not be modified in any way without the prior, written approval of Lender. The LIBOR Period for the continuation of any LIBO Rate Tranche shall commence on the Borrowing Request, then it shall be conclusively presumed that day after the Borrower has elected last day of the Base Rate. (b) With regard next preceding LIBOR Period. Notwithstanding anything to the Term Notes contrary contained herein and upon subject to the Closing Datedefault interest provisions contained herein, the Borrower shall advise the Agent in writing: (a) whether the Applicable Interest if an Default or Event of Default occurs, all LIBO Rate on the Term Notes is the Tranches will convert to Base Rate or the LIBOR-Based Rate, and (b) if the interest rate selected is the LIBOR-Based Rate, the maturity selected for the LIBOR-Based Rate Period. (c) At any time that the outstanding principal balance of the Term Notes or an Advance bears interest at the Base Rate, the Borrower may elect Tranches upon two (2) Business Days prior written notice and delivery to Agent of a Notice of Interest Rate Election to convert the Applicable Interest Rate to a LIBOR-Based Rate. (d) Once the Borrower has selected the LIBOR-Based Rate, such rate shall remain applicable until the expiration of the then applicable LIBORLIBOR Periods therefore. The conversion of a LIBO Rate Tranche to a Base Rate Tranche pursuant to a description in a Rate Election Notice shall only occur on the last Business Day of the LIBOR Period relating to such LIBO Rate Tranche. Lender is hereby authorized to rely upon Instructions, Rate Election Notices and other written communications concerning the Loan delivered by any authorized officer of Borrower, including Xxxx X. Xxxxxxx, Treasurer and Xxxxxxx X. Xxxxxx, Chief Financial Officer, and any other officer designated on the Notice of Authorized Borrowers delivered by Borrower from time to time, and such additional authorized agents as any of the above-Based Rate Period. Two (2) Business Days prior to the expiration referenced officers of any applicable LIBOR-Based Rate Period, the Borrower shall deliver designate, in writing, to Agent a Notice of Interest Rate Election. Should the Borrower fail Lender from time to deliver such Notice of Interest Rate Election in a timely manner, then it shall be conclusively presumed that the Borrower has selected the Base Rate as the Applicable Interest Ratetime. (e) At any time, no more than ten (10) different LIBOR-Based Rate Periods may be applicable to the Term Notes and all Advances. (f) The Applicable Interest Rate shall be computed on the basis of a year of 360 days for the actual number of days elapsed. (g) The following provisions shall apply at any time that the LIBOR-Based Rate is applicable:

Applicable Interest Rate. (a) With regard to the Revolving Credit Notes and at the time that the Borrower requests an Advance, the Borrower shall deliver to Agent a Borrowing Request which shall be irrevocable, and which shall set forth the following: (a) whether the selected interest rate is the Base Rate or the LIBOR-LIBOR Based Rate, and (b) if the interest rate selected is the LIBOR-LIBOR Based Rate, the maturity selected for the LIBOR-LIBOR Based Rate Period. In the event that the Borrower shall fail to select an Applicable Interest Rate on the Borrowing Request, then it shall be conclusively presumed that the Borrower has elected the Base Rate. (b) With regard to the Term Notes and upon the Closing Date, the Borrower shall advise the Agent in writing: (a) whether the Applicable Interest Rate on the Term Notes is the Base Rate or the LIBOR-Based Rate, and (b) if the interest rate selected is the LIBOR-Based Rate, the maturity selected for the LIBOR-Based Rate Period. (c) At any time that the outstanding principal balance of the Term Notes or an Advance bears interest at the Base Rate, the Borrower may elect upon two (2) Business Days prior written notice and delivery to Agent of a Notice of Interest Rate Election to convert the Applicable Interest Rate to a LIBOR-LIBOR Based Rate. (dc) Once the Borrower has selected the LIBOR-LIBOR Based Rate, such rate shall remain applicable until the expiration of the then applicable LIBOR-LIBOR Based Rate Period. Two (2) Business Days prior to the expiration of any applicable LIBOR-LIBOR Based Rate Period, the Borrower shall deliver to Agent a Notice of Interest Rate Election. Should the Borrower fail to deliver such Notice of Interest Rate Election in a timely manner, then it shall be conclusively presumed that the Borrower has selected the Base Rate as the Applicable Interest Rate. (ed) At any time, no more than ten six (106) different LIBOR-LIBOR Based Rate Periods may be applicable to the Term Notes and all Advances. (fe) The Applicable Interest Rate shall be computed on the basis of a year of 360 days for the actual number of days elapsed. (gf) The following provisions shall apply at any time that the LIBOR-LIBOR Based Rate is applicable:

Applicable Interest Rate. (a) With regard Subject to Sections 2.6 and 2.7, the initial Borrowing Tranche shall bear interest as a LIBO Rate Tranche and shall continue as a LIBO Rate Tranche having the previously selected LIBOR Period unless LIBO Rate pricing is not available. For any Base Rate Borrowing Tranche, Borrower may make, if available, a LIBO Rate election by delivering a Rate Election Notice before 12:00 p.m., Eastern time, on the second Business Day prior to the Revolving Credit Notes and at Borrowing Date. The LIBO Rate shall remain fixed for each LIBO Rate Tranche until the time that next LIBOR Period commences. Borrower may elect, by designation on a Rate Election Notice to convert a Base Rate Tranche or any portion thereof into a LIBO Rate Tranche. For purposes of the Borrower requests an Advanceimmediately preceding sentence, the Borrower shall deliver to Agent a Borrowing Request which amount of any “portion” shall be irrevocable$1,000,000, and which shall set forth the following: (a) whether the selected interest rate is the Base Rate or the LIBOR-Based Rate, and (b) if the interest rate selected is the LIBOR-Based Rate, the maturity selected for the LIBOR-Based Rate Perioda multiple thereof. In the event Borrower fails to notify Lender that Borrower desires to continue any LIBO Rate Tranche or any portion thereof by the last day of the applicable LIBOR Period, Borrower shall fail be deemed to select have elected to continue the LIBO Rate Tranche in question for an Applicable Interest additional LIBOR Period equal to the next preceding LIBOR Period. Any Rate Election Notice delivered by Borrower shall be irrevocable and may not be modified in any way without the prior, written approval of Lender. The LIBOR Period for the continuation of any LIBO Rate Tranche shall commence on the Borrowing Request, then it shall be conclusively presumed that day after the Borrower has elected last day of the Base Rate. (b) With regard next preceding LIBOR Period. Notwithstanding anything to the Term Notes contrary contained herein and upon subject to the Closing Datedefault interest provisions contained herein, the Borrower shall advise the Agent in writing: (a) whether the Applicable Interest if an Event of Default occurs and is continuing, all LIBO Rate on the Term Notes is the Tranches will convert to Base Rate or the LIBOR-Based Rate, and (b) if the interest rate selected is the LIBOR-Based Rate, the maturity selected for the LIBOR-Based Rate Period. (c) At any time that the outstanding principal balance of the Term Notes or an Advance bears interest at the Base Rate, the Borrower may elect Tranches upon two (2) Business Days prior written notice and delivery to Agent of a Notice of Interest Rate Election to convert the Applicable Interest Rate to a LIBOR-Based Rate. (d) Once the Borrower has selected the LIBOR-Based Rate, such rate shall remain applicable until the expiration of the then applicable LIBORLIBOR Periods therefor. The conversion of a LIBO Rate Tranche to a Base Rate Tranche pursuant to a description in a Rate Election Notice shall only occur on the last Business Day of the LIBOR Period relating to such LIBO Rate Tranche. Lender is hereby authorized to rely upon Instructions, Rate Election Notices and other written communications concerning the Loan delivered by any authorized officer of Borrower, including the Borrower’s President, Chief Financial Officer, Controller, Treasurer and any other officer designated on the Notice of Authorized Officers delivered by Borrower from time to time, and such additional authorized agents as any of the above-Based Rate Period. Two (2) Business Days prior to the expiration referenced officers of any applicable LIBOR-Based Rate Period, the Borrower shall deliver designate, in writing, to Agent a Notice of Interest Rate Election. Should the Borrower fail Lender from time to deliver such Notice of Interest Rate Election in a timely manner, then it shall be conclusively presumed that the Borrower has selected the Base Rate as the Applicable Interest Ratetime. (e) At any time, no more than ten (10) different LIBOR-Based Rate Periods may be applicable to the Term Notes and all Advances. (f) The Applicable Interest Rate shall be computed on the basis of a year of 360 days for the actual number of days elapsed. (g) The following provisions shall apply at any time that the LIBOR-Based Rate is applicable:

Applicable Interest Rate. Subject to this Section 2.6, the initial Borrowing Tranche shall bear interest at the Initial Rate. For any subsequent Borrowing Tranche, Borrower shall make a LIBO Rate or Base Rate election by delivering a Rate Election Notice before 11:00 a.m. (aCentral time) With regard on the second Business Day prior to the Revolving Credit Notes and Borrowing Date; provided, however, no more than one LIBO Rate Tranche for the Facility shall be outstanding at any one time. The LIBO Rate shall remain fixed for each LIBO Rate Tranche until the time that next LIBOR Period commences. Borrower may elect, by designation on a Rate Election Notice (i) to convert a LIBO Rate Tranche or any portion thereof into a Base Rate Tranche, (ii) to continue any LIBO Rate Tranche or any portion thereof for an additional LIBOR Period, as designated in the Borrower requests an AdvanceRate Election Notice, or (iii) to convert a Base Rate Tranche or any portion thereof to a LIBO Rate Tranche. For purposes of the immediately preceding sentence, the Borrower shall deliver to Agent a Borrowing Request which amount of any “portion” shall be irrevocable, and which shall set forth the following: (a) whether the selected interest rate is the Base Rate $1,000,000 or the LIBOR-Based Rate, and (b) if the interest rate selected is the LIBOR-Based Rate, the maturity selected for the LIBOR-Based Rate Perioda multiple thereof. In the event Borrower fails to notify Lender that Borrower desires to continue any LIBO Rate Tranche or any portion thereof by the last day of the applicable LIBOR Period, Borrower shall fail be deemed to select have elected to continue the LIBO Rate Tranche in question for an Applicable Interest additional LIBOR Period. Any Rate Election Notice delivered by Borrower shall be irrevocable and may not be modified in any way without the prior, written approval of Lender. The LIBOR Period for the continuation of any LIBO Rate Tranche shall commence on the Borrowing Request, then it shall be conclusively presumed that last day of the Borrower has elected the Base Rate. (b) With regard next preceding LIBOR Period. Notwithstanding anything to the Term Notes contrary contained herein and upon subject to the Closing Datedefault interest provisions contained herein, if an Event of Default occurs or Borrower fails to comply with any of the Borrower shall advise the Agent conditions set forth in writing: (a) whether the Applicable Interest Section 3.3, all LIBO Rate on the Term Notes is the Tranches will convert to Base Rate or the LIBOR-Based Rate, and (b) if the interest rate selected is the LIBOR-Based Rate, the maturity selected for the LIBOR-Based Rate Period. (c) At any time that the outstanding principal balance of the Term Notes or an Advance bears interest at the Base Rate, the Borrower may elect Tranches upon two (2) Business Days prior written notice and delivery to Agent of a Notice of Interest Rate Election to convert the Applicable Interest Rate to a LIBOR-Based Rate. (d) Once the Borrower has selected the LIBOR-Based Rate, such rate shall remain applicable until the expiration of the then applicable LIBOR-Based LIBOR Periods therefor. The conversion of a LIBO Rate PeriodTranche to a Base Rate Tranche pursuant to a description in a Rate Election Notice shall only occur on the last Business Day of the LIBOR Period relating to such LIBO Rate Tranche. Two (2) Business Days prior Lender is hereby authorized to rely upon Instructions, Rate Election Notices and other written communications concerning the expiration Facility delivered by any authorized officer of Borrower, including Xxxxx X. Xxxxxxx and Xxxxxx X. Xxxxxxx, and any applicable LIBOR-Based Rate Period, the Borrower shall deliver to Agent other officer designated on a Notice of Interest Rate Election. Should the Authorized Borrowers, delivered by Borrower fail pursuant to deliver such Notice of Interest Rate Election in a timely manner, then it shall be conclusively presumed that the Borrower has selected the Base Rate as the Applicable Interest RateSection 3.2.8 and from time to time thereafter. (e) At any time, no more than ten (10) different LIBOR-Based Rate Periods may be applicable to the Term Notes and all Advances. (f) The Applicable Interest Rate shall be computed on the basis of a year of 360 days for the actual number of days elapsed. (g) The following provisions shall apply at any time that the LIBOR-Based Rate is applicable:

Applicable Interest Rate. (a) With regard to the Revolving Credit Notes Note and at the time that the Borrower requests an Advance, the Borrower shall deliver to Agent a Borrowing Request Lender the Initial Notice of Interest Rate Election which shall be irrevocable, shall be in the form attached as Exhibit A, and which shall set forth the following: (a) whether the selected interest rate is the Base Rate or the LIBOR-Based Rate, and (b) if the interest rate selected is the LIBOR-Based Rate, the maturity selected for the LIBOR-Based Rate Period. In the event that the Borrower shall fail to select an Applicable deliver this Initial Notice of Interest Rate on the Borrowing RequestElection, then it shall be conclusively presumed that the Borrower has elected the Base Rate. (b) With regard to the Term Notes Note and upon the Closing Date, the Borrower shall advise the Agent Lender in writing: (a) whether the Applicable Interest Rate applicable interest on the Term Notes Note is the Base Rate or the LIBOR-Based Rate, and (b) if the interest rate selected is the LIBOR-Based Rate, the maturity selected for the LIBOR-Based Base Rate Period. (c) At any time that the outstanding principal balance of the Term Notes Note or an Advance bears interest at the Base Rate, the Borrower may elect upon two three (23) Business Days days prior written notice and delivery to Agent Lender of a Notice of Interest Rate Election to convert the Applicable Interest Rate to a LIBOR-Based Rate. (d) Once the Borrower has selected the LIBOR-Based Rate, such rate shall remain applicable until the expiration of the then applicable LIBOR-Based Rate Interest Period. Two Three (23) Business Days days prior to the expiration of any applicable LIBOR-Based Rate Period, the Borrower shall deliver to Agent Lender a Notice of Interest Rate Election. Should the Borrower fail to deliver such Notice of Interest Rate Election in a timely manner, then it shall be conclusively presumed that the Borrower has selected the Base Rate as the Applicable Interest Rate. (e) At any time, no more than ten (10) different LIBOR-Based Rate Periods may be applicable to the Term Notes and all Advances. (f) The Applicable Interest Rate shall be computed on the basis of a year of 360 days for the actual number of days elapsed. (g) The following provisions shall apply at any time that the LIBOR-Based Rate is applicable:of

Applicable Interest Rate. (a) With regard Subject to Section 2.6, the initial Borrowing Tranche shall bear interest as a LIBO Rate Tranche. For any Borrowing Tranche the LIBOR Period of which commences subsequent to the Revolving Credit Notes and Closing Date, Borrower shall make a LIBO Rate or Base Rate election by delivering a Rate Election Notice before 12:00 p.m., Eastern time, on the second Business Day prior to the Borrowing Date; provided, however, no more than one LIBO Rate Tranche for the Facility shall be outstanding at any one time. The LIBO Rate shall remain fixed for each LIBO Rate Tanche until the time that next LIBOR Period commences. Borrower may elect, by designation on a Rate Election Notice (i) to convert a LIBO Rate Tranche or any portion thereof into a Base Rate Tranche, (ii) to continue any LIBO Rate Tranche or any portion thereof for an additional LIBOR Period, as designated in the Borrower requests an AdvanceRate Election Notice, or (iii) to convert a Base Rate Tranche or any portion thereof to a LIBO Rate Tranche. For purposes of the immediately preceding sentence, the Borrower shall deliver to Agent a Borrowing Request which amount of any “portion” shall be irrevocable$1,000,000, and which shall set forth the following: (a) whether the selected interest rate is the Base Rate or the LIBOR-Based Rate, and (b) if the interest rate selected is the LIBOR-Based Rate, the maturity selected for the LIBOR-Based Rate Perioda multiple thereof. In the event Borrower fails to notify Lender that Borrower desires to continue any LIBO Rate Tranche or any portion thereof by the last day of the applicable LIBOR Period, Borrower shall fail be deemed to select have elected to continue the LIBO Rate Tranche in question for an Applicable Interest additional LIBOR Period. Any Rate Election Notice delivered by Borrower shall be irrevocable and may not be modified in any way without the prior, written approval of Lender. The LIBOR Period for the continuation of any LIBO Rate Tranche shall commence on the Borrowing Request, then it shall be conclusively presumed that last day of the Borrower has elected the Base Rate. (b) With regard next preceding LIBOR Period. Notwithstanding anything to the Term Notes contrary contained herein and upon subject to the Closing Datedefault interest provisions contained herein, the Borrower shall advise the Agent in writing: (a) whether the Applicable Interest if an Event of Default occurs, all LIBO Rate on the Term Notes is the Tranches will convert to Base Rate or the LIBOR-Based Rate, and (b) if the interest rate selected is the LIBOR-Based Rate, the maturity selected for the LIBOR-Based Rate Period. (c) At any time that the outstanding principal balance of the Term Notes or an Advance bears interest at the Base Rate, the Borrower may elect Tranches upon two (2) Business Days prior written notice and delivery to Agent of a Notice of Interest Rate Election to convert the Applicable Interest Rate to a LIBOR-Based Rate. (d) Once the Borrower has selected the LIBOR-Based Rate, such rate shall remain applicable until the expiration of the then applicable LIBORLIBOR Periods therefor. The conversion of a LIBO Rate Tranche to a Base Rate Tranche pursuant to a description in a Rate Election Notice shall only occur on the last Business Day of the LIBOR Period relating to such LIBO Rate Tranche. Lender is hereby authorized to rely upon Instructions, Rate Election Notices and other written communications concerning the Facility delivered by any authorized officer of Borrower, including Jxxx X. Xxxxx, Pxxx X. Xxxxxx and Bxxxx X. Xxxx, and any other officer designated on the Notice of Authorized Borrowers delivered by Borrower from time to time, and such additional authorized agents as any of the above-Based Rate Period. Two (2) Business Days prior to the expiration referenced officers of any applicable LIBOR-Based Rate Period, the Borrower shall deliver designate, in writing, to Agent a Notice of Interest Rate Election. Should the Borrower fail Lender from time to deliver such Notice of Interest Rate Election in a timely manner, then it shall be conclusively presumed that the Borrower has selected the Base Rate as the Applicable Interest Ratetime. (e) At any time, no more than ten (10) different LIBOR-Based Rate Periods may be applicable to the Term Notes and all Advances. (f) The Applicable Interest Rate shall be computed on the basis of a year of 360 days for the actual number of days elapsed. (g) The following provisions shall apply at any time that the LIBOR-Based Rate is applicable:

Applicable Interest Rate. The initial Borrowing Tranche shall bear interest as a LIBO Rate Tranche. For any subsequent Borrowing Tranche, Borrower shall make a LIBO Rate or Base Rate election by delivering a Rate Election Notice (a) With regard not less than one Business Day prior to the Revolving Credit Notes and at Borrowing Date, in the time that the Borrower requests an Advance, the Borrower shall deliver to Agent a Borrowing Request which shall be irrevocable, and which shall set forth the following: (a) whether the selected interest rate is the case of Base Rate or the LIBOR-Based RateTranche, and (b) if the interest rate selected is the LIBOR-Based Rate, the maturity selected for the LIBOR-Based Rate Period. In the event that the Borrower shall fail to select an Applicable Interest Rate on the Borrowing Request, then it shall be conclusively presumed that the Borrower has elected the Base Rate. (b) With regard to the Term Notes and upon the Closing Date, the Borrower shall advise the Agent in writing: (a) whether the Applicable Interest Rate on the Term Notes is the Base Rate or the LIBOR-Based Rate, and (b) if the interest rate selected is the LIBOR-Based Rate, the maturity selected for the LIBOR-Based Rate Period. (c) At any time that the outstanding principal balance of the Term Notes or an Advance bears interest at the Base Rate, the Borrower may elect upon two (2) Business Days prior written notice and delivery to Agent of a Notice of Interest Rate Election to convert the Applicable Interest Rate to a LIBOR-Based Rate. (d) Once the Borrower has selected the LIBOR-Based Rate, such rate shall remain applicable until the expiration of the then applicable LIBOR-Based Rate Period. Two (2) not less than three Business Days prior to the expiration Borrowing Date, in the case of any applicable LIBOR-Based a LIBO Rate PeriodTranche, the Borrower shall deliver and (c) in no event more than five Business Days prior to Agent a Notice of Interest Rate Election. Should the Borrower fail to deliver such Notice of Interest Rate Election in a timely mannerBorrowing Date, then it shall be conclusively presumed provided that the Borrower has selected the Base Rate as the Applicable Interest Rate. (e) At any time, no more than ten one LIBO Rate Tranche for the Facility shall be outstanding at any one time. The LIBO Rate shall remain fixed for all Borrowing Tranches that bear interest based on the LIBO Rate until the next LIBOR Period commences. Borrower may elect, by designation on a Rate Election Notice (10i) different LIBOR-Based to convert a LIBO Rate Periods Tranche or any portion thereof into a Base Rate Tranche, (ii) to continue any LIBO Rate Tranche or any portion thereof for an additional LIBOR Period, or (iii) to convert a Base Rate Tranche or any portion thereof to a LIBO Rate Tranche. For purposes of the immediately preceding sentence, the amount of any "portion" shall be $5,000,000 or a multiple thereof. In the event Borrower fails to notify Lender that it desires to continue any LIBO Rate Tranche or any portion thereof by the last day of the applicable LIBOR Period, Borrower shall be deemed to have elected to continue the LIBO Rate Tranche in question. Any Rate Election Notice delivered by Borrower shall be irrevocable and may not be applicable modified in any way without the prior, written approval of Lender. In the absence of a Rate Election Notice to the Term Notes contrary, each LIBO Rate Tranche shall continue for an additional LIBOR Period equal in length to the expiring LIBOR Period. The LIBOR Period for the continuation of any LIBO Rate Tranche shall commence on the last day of the next preceding LIBOR Period. Notwithstanding anything to the contrary contained herein and subject to the default interest provisions contained herein, if an Event of Default occurs and is continuing, all Advances. (f) The Applicable Interest LIBO Rate Tranches will convert to Base Rate Tranches upon the expiration of the LIBOR Periods therefor. Accordingly, once the Event of Default is cured, Borrower shall be computed entitled to make a LIBO Rate election by delivery of a Rate Election Notice in accordance with this Section 2.6.1. The conversion of a LIBO Rate Tranche to a Base Rate Tranche pursuant to a description in a Rate Election Notice shall only occur on the basis last Business Day of a year the LIBOR Period relating to such LIBO Rate Tranche. Lender is hereby authorized to rely upon Instructions, Rate Election Notices and other written communications concerning the Facility delivered by any authorized officer of 360 days for Borrower, including Jxxxx Xxxx, Mxxxx Xxxxxxxx, Dxxxxxx Xxxxxx, such additional authorized agents as any of the actual number above-referenced officers of days elapsedBorrower shall designate, in writing, to Lender from time to time, and any other person set forth on the Notice of Authorized Borrowers delivered to Lender at Closing or from time to time thereafter. (g) The following provisions shall apply at any time that the LIBOR-Based Rate is applicable: