Common use of Designation and Conversion Clause in Contracts

Designation and Conversion. Borrower shall have the right to designate, continue or convert its Interest Options in accordance with the provisions hereof. Provided no Event of Default has occurred and is continuing and subject to the provisions of Section 3.5, Borrower may elect to have Adjusted LIBOR apply or continue to apply to all or any portion of the principal balance of the Revolving Notes, other than the Swing Loan Note. Each change in Interest Options shall be a conversion of the rate of interest applicable to the specified portion of the Loans, but such conversion shall not change the respective outstanding principal balance of the Revolving Notes. The Interest Options shall be designated or converted in the manner provided below: (a) Borrower shall give Agent a Request for Loan. Each such written notice shall specify the amount of Loan which is the subject of the designation, if any; the amount of borrowings into which such borrowings are to be converted or for which an Interest Option is designated; the proposed date for the designation, continuation or conversion and the Interest Period, if any, selected by Borrower. The Request for Loan shall be irrevocable and shall be given to Agent no later than the applicable Rate Designation Date. The Agent shall promptly deliver the Request for Loan to the Lenders. (b) No more than ten (10) LIBOR Borrowings and Competitive Bid Loans with ten (10) Interest Periods shall be in effect at any time. (c) Each designation, continuation or conversion of a LIBOR Borrowing shall occur on a Business Day. (d) Except as provided in Section 3.5 hereof, no LIBOR Borrowing shall be converted on any day other than the last day of the applicable Interest Period. (e) Unless a Request for Loan to the contrary is received as provided in this Agreement, each LIBOR Borrowing will convert to a Base Rate Borrowing after the expiration of the Interest Period. (f) To the extent that any Default shall have occurred and shall continue to exist, Borrower shall not have the right to elect an Interest Period longer than one (1) month.

Designation and Conversion. Borrower shall have the right to designate, continue designate or convert its Interest Options in accordance with the provisions hereof. Provided no Event of Default has occurred and is continuing and subject to the provisions of Section 3.5, Borrower may elect to have Adjusted LIBOR a Eurodollar Rate apply or continue to apply to all or any portion of the principal balance of the Revolving Notes, other than the Swing Loan Note. Each change in Interest Options shall be a conversion of the rate of interest applicable to the specified portion of the Loans, but such conversion shall not change the respective outstanding principal balance of the Revolving Notes. The Interest Options shall be designated or converted in the manner provided below: (a) Borrower shall give Agent a Request for Loan. Each such written notice shall specify the amount of Loan which is the subject of the designation, if any; the amount of borrowings into which such borrowings are to be converted or for which an Interest Option is designated; the proposed date for the designation, continuation designation or conversion and the Interest Period, if any, selected by Borrower. The Request for Loan shall be irrevocable and shall be given to Agent no later than the applicable Rate Designation Date. The Agent shall promptly deliver the Request for Loan to the Lenders. (b) No more than ten twelve (1012) LIBOR Eurodollar Rate Borrowings and Competitive Bid Loans with ten twelve (1012) Interest Periods shall be in effect at any time. (c) Each designation, continuation designation or conversion of a LIBOR Eurodollar Rate Borrowing shall occur on a Eurodollar Business Day. (d) Except as provided in Section 3.5 hereof, no LIBOR Eurodollar Rate Borrowing shall be converted on any day other than the last day of the applicable Interest Period. (e) Unless a Request for Loan to the contrary is received as provided in this Agreement, each LIBOR Eurodollar Rate Borrowing will convert to a Base Rate Borrowing after the expiration of the Interest Period. (f) To the extent that any Default shall have occurred and shall continue to exist, Borrower shall not have the right to elect an Interest Period longer than one (1) month.

Designation and Conversion. Borrower shall have the right to designate, continue designate or convert its Interest Options in accordance with the provisions hereof. Provided no Event of Default has occurred and is continuing and subject to the last sentence of Section 3.3(a) and the provisions of Section 3.53.3(c), Borrower may elect to have Adjusted LIBOR a Eurodollar Rate apply or continue to apply to all or any portion of the principal balance of the Revolving Notes, other than the Swing Loan Note. Each change in Interest Options shall be a conversion of the rate of interest applicable to the specified portion of the Revolving Loans, but such conversion shall not change the respective outstanding principal balance balances of the Revolving Notes. The Interest Options shall be designated or converted in the manner provided below: (ai) Borrower shall give Agent telephonic notice, promptly confirmed by a Request for LoanRate Designation Notice (and Agent shall promptly inform each Lender thereof). Each such telephonic and written notice shall specify the amount of the Revolving Loan which is the subject of the designation, if any; the amount of borrowings into which such borrowings are to be converted or for which an Interest Option is designated; the proposed date for the designation, continuation designation or conversion and the Interest PeriodPeriod or Periods, if any, selected by Borrower. The Request for Loan Such telephonic notice shall be irrevocable and shall be given to Agent no later than the applicable Rate Designation Date. The Agent shall promptly deliver the Request for Loan to the Lenders. (bii) No more than ten (10) LIBOR Borrowings and Competitive Bid Loans with ten (10) Interest Periods shall be in effect at any time. (ciii) Each designationadvance, continuation designation or conversion of a LIBOR Borrowing shall occur on a LIBOR Business Day. (div) Except as provided in Section 3.5 3.3(c) hereof, no LIBOR Borrowing shall may be converted to a Base Rate Borrowing or another LIBOR Borrowing on any day other than the last day of the applicable Interest Period. (ev) Unless Each request for a Request for Loan to the contrary is received as provided in this Agreement, each LIBOR Borrowing will convert shall be in the amount equal to a Base Rate Borrowing after the expiration $5,000,000 or an integral multiple of the Interest Period$1,000,000 in excess thereof. (fvi) To Subject to Section 3.3(c)(i), each designation of an Interest Option with respect to the extent that Revolving Notes shall apply to all of the Revolving Notes ratably in accordance with their respective outstanding principal balances. If any Default Lender assigns an interest in its Revolving Note when any LIBOR Borrowing is outstanding with respect thereto, then such assignee shall have occurred and shall continue to exist, Borrower shall not have the right to elect an Interest Period longer than one (1) monthits ratable interest in such LIBOR Borrowing.

Designation and Conversion. Borrower shall have the right to designate, continue designate or convert its Interest Options in accordance with the provisions hereof. Provided no Event of Default has occurred and is continuing and subject to the provisions of Section 3.5, Borrower may elect to have Adjusted LIBOR a Eurodollar Rate apply or continue to apply to all or any portion of the principal balance of the Revolving Notes, other than the Swing Loan Note. Each change in Interest Options shall be a conversion of the rate of interest applicable to the specified portion of the Loans, but such conversion shall not change the respective outstanding principal balance of the Revolving Notes. The Interest Options shall be designated or converted in the manner provided below: (a) Borrower shall give Agent a Request for Loan. Each such written notice shall specify the amount of Loan which is the subject of the designation, if any; the amount of borrowings into which such borrowings are to be converted or for which an Interest Option is designated; the proposed date for the designation, continuation designation or conversion and the Interest Period, if any, selected by Borrower. The Request for Loan shall be irrevocable and shall be given to Agent no later than the applicable Rate Designation Date. The Agent shall promptly deliver the Request for Loan to the Lenders. (b) No more than ten twelve (1012) LIBOR Eurodollar Rate Borrowings and Competitive Bid Loans with ten twelve (1012) Interest Periods shall be in effect at any time. (c) Each designation, continuation designation or conversion of a LIBOR Eurodollar Rate Borrowing shall occur on a Eurodollar Business Day. (d) Except as provided in Section 3.5 hereof, no LIBOR Eurodollar Rate Borrowing shall be converted on any day other than the last day of the applicable Interest Period. (e) Unless a Request for Loan to the contrary is received as provided in this Agreement, each LIBOR Eurodollar Rate Borrowing will convert to a Base Rate Borrowing after the expiration of the Interest Period. (f) To the extent that any Default shall have occurred and shall continue to exist, Borrower shall not have the right to elect an Interest Period longer than one (1) month.. Table of Contents

Designation and Conversion. Borrower shall have the right to designate, continue designate or convert its Interest Options in accordance with the provisions hereof. Provided no Event of Default has occurred and is continuing and subject to the last sentence of Section 3.3(a) and the provisions of Section 3.53.3(c), Borrower may elect to have Adjusted LIBOR a Eurodollar Rate apply or continue to apply to all or any portion of the principal balance of the Revolving Notes, Notes (other than the Swing Loan Note). Each change in Interest Options shall be a conversion of the rate of interest applicable to the specified portion of the Loans, but such conversion shall not change the respective outstanding principal balance balances of the Revolving Notes. The Interest Options shall be designated or converted in the manner provided below: (ai) Borrower shall give Agent telephonic notice, promptly confirmed by a Request for LoanRate Designation Notice (and Agent shall promptly inform each Lender thereof). Each such telephonic and written notice shall specify the amount of the Loan which is the subject of the designation, if any; the amount of borrowings into which such borrowings are to be converted or for which an Interest Option is designated; the proposed date for the designation, continuation designation or conversion and the Interest PeriodPeriod or Periods, if any, selected by Borrower. The Request for Loan Such telephonic notice shall be irrevocable and shall be given to Agent no later than the applicable Rate Designation Date. The Agent shall promptly deliver the Request for Loan to the Lenders. (bii) No more than ten (10) LIBOR Borrowings and Competitive Bid Loans with ten (10) Interest Periods shall be in effect with respect to the Loans at any time. (ciii) Each designation, continuation designation or conversion of a LIBOR Borrowing shall occur on a LIBOR Business Day. (div) Except as provided in Section 3.5 hereof, no Each request for a LIBOR Borrowing shall be converted on any day other than in the last day amount equal to an integral multiple of the applicable Interest Period$2,000,000 or an integral multiple of $100,000 in excess thereof. (ev) Unless a Request for Loan Each designation of an Interest Option with respect to the contrary is received as provided Notes shall apply to all of the Notes ratably in this Agreement, each accordance with their respective outstanding principal balances. If any Lender assigns an interest in any of its Notes when any LIBOR Borrowing will convert to a Base Rate Borrowing after the expiration of the Interest Period. (f) To the extent that any Default is outstanding with respect thereto, then such assignee shall have occurred and shall continue to exist, Borrower shall not have the right to elect an Interest Period longer than one (1) monthits ratable interest in such LIBOR Borrowing.

Designation and Conversion. Each Borrower shall have the right to designate, continue designate or convert its Interest Options in accordance with the provisions hereof. Provided no Default or Event of Default has occurred and is continuing and subject to the last sentence of Section 3.03(a) and the provisions of Section 3.53.03(c), each Borrower may elect to have Adjusted LIBOR a Eurodollar Rate apply or continue to apply to all or any portion of the principal balance of the Revolving Notes, its Notes (other than the Swing Loan NoteCanadian Dollar Notes). Each change in Interest Options shall be a conversion of the rate of interest applicable to the specified portion of the Loans, but such conversion shall not change the respective outstanding principal balance balances of the Revolving applicable Notes. The Interest Options shall be designated or converted in the manner provided below: (ai) The applicable Borrower shall give the applicable Agent a Request for Loanwritten Rate Designation Notice (and the applicable Agent shall promptly inform each applicable Lender thereof). Each such written notice shall specify the amount of the Loan which is the subject of the designation, if any; the amount of borrowings into which such borrowings are to be converted or for which an Interest Option is designated; the proposed date for the designation, continuation designation or conversion and the Interest PeriodPeriod or Periods, if any, selected by the applicable Borrower. The Request for Loan Such notice shall be irrevocable and shall be given to the applicable Agent no later than the applicable Rate Designation Date. The Agent shall promptly deliver the Request for Loan to the Lenders. (bii) No more than ten (10) five LIBOR Borrowings and Competitive Bid Loans with ten (10) Interest Periods shall be in effect with respect to the U.S. Loans at any time and no more than three LIBOR Borrowings shall be in effect with respect to the Canadian Loans at any time. No single LIBOR Borrowing may include both U.S. Loans and Canadian Loans. (ciii) Each designation, continuation designation or conversion of a LIBOR Borrowing shall occur on a Business Day. (div) Except as provided in Section 3.5 hereof3.03(c), no LIBOR Borrowing shall be converted to a Base Rate Borrowing or another LIBOR Borrowing on any day other than the last day of the applicable Interest Period. (ev) Unless Each request for a Request for Loan to the contrary is received as provided in this Agreement, each LIBOR Borrowing will convert shall be in the amount equal to a Base Rate Borrowing after the expiration an integral multiple of the Interest Period$100,000. (fvi) To Each designation of an Interest Option with respect to the extent that U.S. Notes shall apply to all of the U.S. Notes ratably in accordance with their respective outstanding principal balances. Each designation of an Interest Option with respect to the Canadian Notes shall apply to all of the Canadian Notes ratably in accordance with their respective outstanding principal balances. If any Default Lender assigns an interest in any of its Notes when any LIBOR Borrowing is outstanding with respect thereto, then such assignee shall have occurred and its ratable interest in such LIBOR Borrowing. (vii) The entire outstanding principal balance of the Canadian Dollar Notes shall continue to exist, Borrower shall not have bear interest at the right to elect an Interest Period longer than one (1) monthCanadian Prime Rate.

Designation and Conversion. Borrower shall have the right to designate, continue designate or convert its Interest Options in accordance with the provisions hereof. Provided no Event of Default has occurred and is continuing and subject to the last sentence of Section 3.3(a) and the provisions of Section 3.53.3(c), Borrower may elect to have Adjusted LIBOR a Eurodollar Rate apply or continue to apply to all or any portion of the principal balance of the Revolving Notes, other than the Swing Loan Note. Each change in Interest Options shall be a conversion of the rate of interest applicable to the specified portion of the Loans, but such conversion shall not change the respective outstanding principal balance balances of the Revolving Notes. The Interest Options shall be designated or converted in the manner provided below: (ai) Borrower shall give Agent telephonic notice, promptly confirmed by a Request for LoanRate Designation Notice (and Agent shall promptly inform each Lender thereof). Each such telephonic and written notice shall specify the amount of the Loan and type (i.e. Revolving Loan or Term Loan) which is the subject of the designation, if any; the amount of borrowings into which such borrowings are to be converted or for which an Interest Option is designated; the proposed date for the designation, continuation designation or conversion and the Interest PeriodPeriod or Periods, if any, selected by Borrower. The Request for Loan Such telephonic notice shall be irrevocable and shall be given to Agent no later than the applicable Rate Designation Date. The Agent shall promptly deliver the Request for Loan to the Lenders. (bii) No more than ten three (103) LIBOR Borrowings and Competitive Bid Loans with ten (10) Interest Periods shall be in effect with respect to the Revolving Loans at any time. No more than three (3) LIBOR Borrowings shall be in effect with respect to the Term Loans at any time. (ciii) Each designation, continuation designation or conversion of a LIBOR Borrowing shall occur on a LIBOR Business Day. (div) Except as provided in Section 3.5 3.3(c) hereof, no LIBOR Borrowing shall may be converted to a Base Rate Borrowing or another LIBOR Borrowing on any day other than the last day of the applicable Interest Period. (ev) Unless Each request for a Request for Loan to the contrary is received as provided in this Agreement, each LIBOR Borrowing will convert shall be in the amount equal to a Base Rate Borrowing after the expiration $500,000 or an integral multiple of the Interest Period$100,000 in excess thereof. (fvi) To Each designation of an Interest Option with respect to the extent that Revolving Notes shall apply to all of the Revolving Notes ratably in accordance with their respective outstanding principal balances. Each designation of an Interest Option with respect to the Term Notes shall apply to all of the Term Notes ratably in accordance with their respective outstanding principal balances. If any Default Lender assigns an interest in any of its Notes when any LIBOR Borrowing is outstanding with respect thereto, then such assignee shall have occurred and shall continue to exist, Borrower shall not have the right to elect an Interest Period longer than one (1) monthits ratable interest in such LIBOR Borrowing.

Designation and Conversion. Borrower shall have the right to designate, continue designate or convert its Interest Options in accordance with the provisions hereof. Provided no Event of Default has occurred and is continuing and subject to the last sentence of Section 3.3(a) and the provisions of Section 3.53.3(c), Borrower may elect to have Adjusted LIBOR a Eurodollar Rate apply or continue to apply to all or any portion of the principal balance of the Revolving Notes, Loans (other than the Swing Loan NoteLoans). Each change in Interest Options shall be a conversion of the rate of interest applicable to the specified portion of the Loans, but such conversion shall not change the respective outstanding principal balance balances of the Revolving NotesLoans. The Interest Options shall be designated or converted in the manner provided below: (ai) Borrower shall give Agent telephonic notice, promptly confirmed by a Request for LoanRate Designation Notice (and Agent shall promptly inform each Lender thereof). Each such telephonic and written notice shall specify the amount of the Loan and type (i.e. Revolving Loan or Term Loan) which is the subject of the designation, if any; in the case of any LIBOR Borrowing to be designated or converted, the last day of the current Interest Period therefor; the amount of borrowings into which such borrowings are to be converted or for which an Interest Option is designated; the proposed date for the designation, continuation designation or conversion and the Interest PeriodPeriod or Periods, if any, selected by Borrower. The Request for Loan Such telephonic notice shall be irrevocable and shall be given to Agent no later than the applicable Rate Designation Date. The Agent shall promptly deliver the Request for Loan to the Lenders. (bii) No more than ten twelve (1012) LIBOR Borrowings and Competitive Bid Loans with ten (10) Interest Periods shall be in effect with respect to the Loans at any time. (ciii) Each designation, continuation designation or conversion of a LIBOR Borrowing shall occur on a LIBOR Business Day. (div) Except as provided in Section 3.5 3.3(c) hereof, no LIBOR Borrowing shall be converted to a Base Rate Borrowing or another LIBOR Borrowing on any day other than the last day of the applicable Interest Period. (ev) Unless Each request for a Request for Loan to the contrary is received as provided in this Agreement, each LIBOR Borrowing will convert shall be in the amount equal to $250,000 or a Base Rate Borrowing after the expiration multiple of the Interest Period$100,000 in excess thereof. (fvi) To Each designation of an Interest Option with respect to the extent that Revolving Loans shall apply to all of the Revolving Loans ratably in accordance with their respective outstanding principal balances. Each designation of an Interest Option with respect to the Term Loans shall apply to all of the Term Loans ratably in accordance with their respective outstanding principal balances. If any Default Lender assigns an interest in any of its Loans when any LIBOR Borrowing is outstanding with respect thereto, then such assignee shall have occurred and shall continue to exist, Borrower shall not have the right to elect an Interest Period longer than one (1) monthits ratable interest in such LIBOR Borrowing.

Designation and Conversion. Borrower shall have the right to designate, continue designate or convert its Interest Options in accordance with the provisions hereof. Provided no Event of Default has occurred and is continuing and subject to the provisions of Section 3.5, Borrower may elect to have Adjusted LIBOR a Eurodollar Rate apply or continue to apply to all or any portion of the principal balance of the Revolving Notes, other than the Swing Loan Note. Each change in Interest Options shall be a conversion of the rate of interest applicable to the specified portion of the Loans, but such conversion shall not change the respective outstanding principal balance of the Revolving Notes. The Interest Options shall be designated or converted in the manner provided below: (a) Borrower shall give Agent a Request for LoanConversion. Each such written notice shall specify the amount of Loan which is the subject of the designation, if any; the amount of borrowings into which such borrowings are to be converted or for which an Interest Option is designated; the proposed date for the designation, continuation designation or conversion and the Interest Period, if any, selected by Borrower. The Request for Loan Conversion shall be irrevocable and shall be given to Agent no later than the applicable Rate Designation Date. The Agent shall promptly deliver the Request for Loan Conversion to the Lenders. (b) No more than ten three (103) LIBOR Eurodollar Rate Borrowings and Competitive Bid Loans with ten three (103) Interest Periods shall be in effect at any time. (c) Each designation, continuation designation or conversion of a LIBOR Eurodollar Rate Borrowing shall occur on a Eurodollar Business Day. (d) Except as provided in Section 3.5 hereof, no LIBOR Eurodollar Rate Borrowing shall be converted on any day other than the last day of the applicable Interest Period. (e) Unless a Request for Loan Conversion to the contrary is received as provided in this Agreement, each LIBOR Eurodollar Rate Borrowing will convert to a Base Rate Borrowing after the expiration of the Interest Period. (f) To the extent that any Default shall have occurred and shall continue to exist, Borrower shall not have the right to elect an Interest Period longer than one (1) month.

Designation and Conversion. Borrower shall have the right to designate, continue designate or convert its Interest Options in accordance with the provisions hereof. Provided no Event of Default has occurred and is continuing and subject to the last sentence of Section 3.3(a) and the provisions of Section 3.53.3(c), Borrower may elect to have Adjusted LIBOR a Eurodollar Rate apply or continue to apply to all or any portion of the principal balance of the Revolving Notes, Notes (other than the Swing Loan Note). Each change in Interest Options shall be a conversion of the rate of interest applicable to the specified portion of the Loans, but such conversion shall not change the respective outstanding principal balance balances of the Revolving Notes. The Interest Options shall be designated or converted in the manner provided below: (ai) Borrower shall give Agent telephonic notice, promptly confirmed by a Request for LoanRate Designation Notice (and Agent shall promptly inform each Lender thereof). Each such telephonic and written notice shall specify the amount of the Loan which is the subject of the designation, if any; the amount of borrowings into which such borrowings are to be converted or for which an Interest Option is designated; the proposed date for the designation, continuation designation or conversion and the Interest PeriodPeriod or Periods, if any, selected by Borrower. The Request for Loan Such telephonic notice shall be irrevocable and shall be given to Agent no later than the applicable Rate Designation Date. The Agent shall promptly deliver the Request for Loan to the Lenders. (bii) No more than ten (10) LIBOR Borrowings and Competitive Bid Loans with ten (10) Interest Periods shall be in effect with respect to the Loans at any time. (ciii) Each designation, continuation designation or conversion of a LIBOR Borrowing shall occur on a LIBOR Business Day. (div) Except as provided in Section 3.5 hereof, no Each request for a LIBOR Borrowing shall be converted on any day other than in the last day amount equal to $3,000,000 or an integral multiple of the applicable Interest Period$1,000,000 in excess thereof. (ev) Unless a Request for Loan Each designation of an Interest Option with respect to the contrary is received as provided Notes shall apply to all of the Notes ratably in this Agreement, each accordance with their respective outstanding principal balances. If any Lender assigns an interest in any of its Notes when any LIBOR Borrowing will convert to a Base Rate Borrowing after the expiration of the Interest Period. (f) To the extent that any Default is outstanding with respect thereto, then such assignee shall have occurred and shall continue to exist, Borrower shall not have the right to elect an Interest Period longer than one (1) monthits ratable interest in such LIBOR Borrowing.

Designation and Conversion. Borrower shall have the right to designate, continue designate or convert its Interest Options in accordance with the provisions hereof. Provided no Event of Default has occurred and is continuing and subject to the last sentence of Section 3.3(a) and the provisions of Section 3.53.3(c), Borrower may elect to have Adjusted LIBOR a Eurodollar Rate apply or continue to apply to all or any portion of the principal balance of the Revolving Notes, other than the Swing Loan Note. Each change in Interest Options shall be a conversion of the rate of interest applicable to the specified portion of the Loans, but such conversion shall not change the respective outstanding principal balance balances of the Revolving Notes. The Interest Options shall be designated or converted in the manner provided below: (ai) Borrower shall give Agent telephonic notice, promptly confirmed by a Request for LoanRate Designation Notice (and Agent shall promptly inform each Lender thereof). Each such telephonic and written notice shall specify the amount of the Loan which is the subject of the designation, if any; the amount of borrowings into which such borrowings Borrowings are to be converted or for which an Interest Option is designated; the proposed date for the designation, continuation designation or conversion and the Interest PeriodPeriod or Periods, if any, selected by Borrower. The Request for Loan Such telephonic notice shall be irrevocable and shall be given to Agent no later than the applicable Rate Designation Date. The Agent shall promptly deliver the Request for Loan to the Lenders. (bii) No more than ten (10) eight LIBOR Borrowings and Competitive Bid Loans with ten (10) Interest Periods shall be in effect at any time. (ciii) Each designationadvance, continuation designation or conversion of a LIBOR Borrowing shall occur on a LIBOR Business Day. (div) Except as provided in Section 3.5 3.3(c) hereof, no LIBOR Borrowing shall may be converted to a Base Rate Borrowing or another LIBOR Borrowing on any day other than the last day of the applicable Interest Period. (ev) Unless Each request for a Request for Loan to the contrary is received as provided in this Agreement, each LIBOR Borrowing will convert shall be in the amount equal to a Base Rate Borrowing after the expiration $500,000 or an integral multiple of the Interest Period$100,000 in excess thereof. (fvi) To Subject to Section 3.3(c)(i), each designation of an Interest Option with respect to the extent that Notes shall apply to all of the Notes ratably in accordance with their respective outstanding principal balances. If any Default Lender assigns an interest in its Note when any LIBOR Borrowing is outstanding with respect thereto, then such assignee shall have occurred and shall continue to exist, Borrower shall not have the right to elect an Interest Period longer than one (1) monthits ratable interest in such LIBOR Borrowing.

Designation and Conversion. Borrower shall have the right to designate, continue designate or convert its Interest Options in accordance with the provisions hereof. Provided PROVIDED no Event of Default has occurred and is continuing and subject to the last sentence of SECTION 3.3(A) and the provisions of Section 3.5SECTION 3.3(C), Borrower may elect to have Adjusted LIBOR a Eurodollar Rate apply or continue to apply to all or any portion of the principal balance of the Revolving Notes, other than the Swing Loan Note. Each change in Interest Options shall be a conversion of the rate of interest applicable to the specified portion of the Loans, but such conversion shall not change the respective outstanding principal balance balances of the Revolving Notes. The Interest Options shall be designated or converted in the manner provided below: (ai) Borrower shall give Agent telephonic notice, promptly confirmed by a Request for LoanRate Designation Notice (and Agent shall promptly inform each Lender thereof). Each such telephonic and written notice shall specify the amount of the Loan which is 25 the subject of the designation, if any; the amount of borrowings into which such borrowings are to be converted or for which an Interest Option is designated; the proposed date for the designation, continuation designation or conversion and the Interest PeriodPeriod or Periods, if any, selected by Borrower. The Request for Loan Such telephonic notice shall be irrevocable and shall be given to Agent no later than the applicable Rate Designation Date. The Agent shall promptly deliver the Request for Loan to the Lenders. (bii) No more than ten eight (10) 8) LIBOR Borrowings and Competitive Bid Loans with ten (10) Interest Periods shall be in effect with respect to the Loans at any time. (ciii) Each designation, continuation designation or conversion of a LIBOR Borrowing shall occur on a LIBOR Business Day. (div) Except as provided in Section 3.5 hereof, no Each request for a LIBOR Borrowing shall be converted on any day other than in the last day amount equal to an integral multiple of the applicable Interest Period$250,000. (ev) Unless a Request for Loan Each designation of an Interest Option with respect to the contrary is received as provided Revolving Notes shall apply to all of the Revolving Notes ratably in this Agreement, each accordance with their respective outstanding principal balances. If any Lender assigns an interest in any of its Notes when any LIBOR Borrowing will convert to a Base Rate Borrowing after the expiration of the Interest Period. (f) To the extent that any Default is outstanding with respect thereto, then such assignee shall have occurred and shall continue to exist, Borrower shall not have the right to elect an Interest Period longer than one (1) monthits ratable interest in such LIBOR Borrowing.

Designation and Conversion. Borrower The Company shall have the right to designate, continue designate or convert its Interest Options in accordance with the provisions hereof. Provided no Event of Default has occurred and is continuing and subject to the provisions of the last sentence of Subsection 2.10(a) hereinabove and of Section 3.52.11 hereof, Borrower the Company may elect to have Adjusted the LIBOR Rate apply or continue to apply to all or any portion of the principal balance of the Revolving Notes, other than the Swing Loan Note. Each change in Interest Options shall be a conversion of the rate of interest applicable to the specified portion of the Loans, but such conversion alone shall not change the respective outstanding principal balance of the Revolving NotesNotes and such conversion alone shall not be construed to make this Agreement a revolving credit facility. The Interest Options shall be designated or converted in the manner provided below: (a1) Borrower The Company shall give the Agent a Request for Loannotice by telephone, promptly confirmed by written notice (the “Rate Selection Notice”) substantially in the form of Exhibit E hereto. Each such telephone and written notice shall specify the amount and type of Loan borrowings which is are the subject of the designation, if any; the amount and type of borrowings into which such borrowings are to be converted or for which an Interest Option is designated; the proposed date for the designation, continuation designation or conversion (which, in the case of conversion of LIBOR Rate Borrowings, shall be the last day of the LIBOR Interest Period applicable thereto) and the LIBOR Interest PeriodPeriod or Periods, if any, selected by Borrowerthe Company. The Request for Loan Such notice by telephone shall be irrevocable and shall be given to the Agent no later than the applicable Rate Designation Selection Date. The Agent If (a) a new Loan is to be a LIBOR Rate Borrowing, (b) an existing LIBOR Rate Borrowing is maturing at the time that a new Loan is being requested and the Company is electing to have such existing portion of the outstanding principal balance of the Notes going forward bear interest at the same Interest Option and for the same LIBOR Interest Period as the new Loan, or (c) a portion of the Alternate Rate Borrowing is to be converted so as to bear interest at the same Interest Option and for the same LIBOR Interest Period as the new Loan, then the Rate Selection Notice shall promptly deliver be included in the Request for Loan Extension of Credit and Certificate of No Default applicable to the Lendersnew Loan, which shall be given to the Agent no later than the applicable Rate Selection Date. (b2) No more than ten five (105) LIBOR Borrowings and Competitive Bid Loans with ten (10) Interest Periods shall be in effect at any one time. Each LIBOR Rate Borrowing shall be in the amount of at least $500,000. (3) Principal included in any borrowing shall not be included in any other borrowing which exists at the same time. (c4) Each designation, continuation designation or conversion of a LIBOR Borrowing shall occur on a Business Day (and, for LIBOR Rate Borrowings, on a LIBOR Business Day). (d5) Except as provided in Section 3.5 2.11 hereof, no LIBOR Rate Borrowing shall be converted on any day other than the last day of the applicable LIBOR Interest Period. (e) Unless a Request for Loan to the contrary is received as provided in this Agreement, each LIBOR Borrowing will convert to a Base Rate Borrowing after the expiration of the Interest Period. (f) To the extent that any Default shall have occurred and shall continue to exist, Borrower shall not have the right to elect an Interest Period longer than one (1) month.

Designation and Conversion. Borrower shall have the right to designate, continue designate or convert its Interest Options in accordance with the provisions hereof. Provided PROVIDED no Event of Default has occurred and is continuing and subject to the last sentence of SECTION 3.3(A) and the provisions of Section 3.5SECTION 3.3(C), Borrower may elect to have Adjusted LIBOR a Eurodollar Rate apply or continue to apply to all or any portion of the principal balance of the Revolving Notes, other than the Swing Loan Note. Each change in Interest Options shall be a conversion of the rate of interest applicable to the specified portion of the Loans, but such conversion shall not change the respective outstanding principal balance balances of the Revolving Notes. The Interest Options shall be designated or converted in the manner provided below: (ai) Borrower shall give Agent telephonic notice, promptly confirmed by a Request for LoanRate Designation Notice (and Agent shall promptly inform each Lender thereof). Each such telephonic and written notice shall specify the amount of the Loan which is the subject of the designation, if any; the amount of borrowings into which such borrowings borrow ings are to be converted or for which an Interest Option is designated; the proposed date for the designation, continuation designation or conversion and the Interest PeriodPeriod or Periods, if any, selected by Borrower. The Request for Loan Such telephonic notice shall be irrevocable and shall be given to Agent no later than the applicable Rate Designation Date. The Agent shall promptly deliver the Request for Loan to the Lenders. (bii) No more than ten eight (10) 8) LIBOR Borrowings and Competitive Bid Loans with ten (10) Interest Periods shall be in effect with respect to the Loans at any time. (ciii) Each designation, continuation designation or conversion of a LIBOR Borrowing shall occur on a LIBOR Business Day. (div) Except as provided in Section 3.5 hereof, no Each request for a LIBOR Borrowing shall be converted on any day other than in the last day amount equal to an integral multiple of the applicable Interest Period$250,000. (ev) Unless a Request for Loan Each designation of an Interest Option with respect to the contrary is received as provided Revolving Notes shall apply to all of the Revolving Notes ratably in this Agreement, each accordance with their respective outstanding principal balances. If any Lender assigns an interest in any of its Notes when any LIBOR Borrowing will convert to a Base Rate Borrowing after the expiration of the Interest Period. (f) To the extent that any Default is outstanding with respect thereto, then such assignee shall have occurred and shall continue to exist, Borrower shall not have the right to elect an Interest Period longer than one (1) monthits ratable interest in such LIBOR Borrowing.

Designation and Conversion. Borrower shall have the right to designate, continue designate or convert its Interest Options in accordance with the provisions hereof. Provided PROVIDED no Event of Default has occurred and is continuing and subject to the last sentence of SECTION 3.3(a) and the provisions of Section 3.5SECTION 3.3(c), Borrower may elect to have Adjusted LIBOR a Eurodollar Rate apply or continue to apply to all or any portion of the principal balance of the Revolving Notes, other than the Swing Loan Note. Each change in Interest Options shall be a conversion of the rate of interest applicable to the specified portion of the Loans, but such conversion shall not change the respective outstanding principal balance balances of the Revolving Notes. The Interest Options shall be designated or converted in the manner provided below: (ai) Borrower shall give Agent telephonic notice, promptly confirmed by a Request for LoanRate Designation Notice (and Agent shall promptly inform each Lender thereof). Each such telephonic and written notice shall specify the amount of the Loan and type (i.e. Revolving Loan or Short Term Revolving Loan) which is the subject of the designation, if any; the amount of borrowings into which such borrowings are to be converted or for which an Interest Option is designated; the proposed date for the designation, continuation designation or conversion and the Interest PeriodPeriod or Periods, if any, selected by Borrower. The Request for Loan Such telephonic notice shall be irrevocable and shall be given to Agent no later than the applicable Rate Designation Date. The Agent shall promptly deliver the Request for Loan to the Lenders. (bii) No more than ten (10) LIBOR Borrowings and Competitive Bid Loans with ten (10) Interest Periods shall be in effect with respect to the Loans at any time. (ciii) Each designation, continuation designation or conversion of a LIBOR Borrowing shall occur on a LIBOR Business Day. (div) Except as provided in Section 3.5 hereof, no Each request for a LIBOR Borrowing shall be converted on any day other than in the last day amount equal to an integral multiple of the applicable Interest Period$2,000,000 or an integral multiple of $100,000 in excess thereof. (ev) Unless a Request for Loan Each designation of an Interest Option with respect to the contrary is received as provided Revolving Notes shall apply to all of the Revolving Notes ratably in this Agreement, each accordance with their respective outstanding principal balances. Each designation of an Interest Option with respect to the Short Term Revolving Notes shall apply to all of the Short Term Revolving Notes ratably in accordance with their respective outstanding principal balances. If any Lender assigns an interest in any of its Notes when any LIBOR Borrowing will convert to a Base Rate Borrowing after the expiration of the Interest Period. (f) To the extent that any Default is outstanding with respect thereto, then such assignee shall have occurred and shall continue to exist, Borrower shall not have the right to elect an Interest Period longer than one (1) monthits ratable interest in such LIBOR Borrowing.

Designation and Conversion. Borrower The Company shall have the right to designate, continue -------------------------- designate or convert its Interest Options in accordance with the provisions hereof. Provided no Event of Default has occurred and is continuing and subject to the -------- provisions of the last sentence of Subsection 2.10(a) hereinabove and of ------------------ Section 3.52.11 hereof, Borrower the Company may elect to have Adjusted the LIBOR Rate apply or ------------ continue to apply to all or any portion of the principal balance of the Revolving Notes, other than the Swing Loan Note. Each change in Interest Options shall be a conversion of the rate of interest applicable to the specified portion of the Loans, but such conversion alone shall not change the respective outstanding principal balance of the Revolving NotesNotes and such conversion alone shall not be construed to make this Agreement a revolving credit facility. The Interest Options shall be designated or converted in the manner provided below: (a1) Borrower The Company shall give the Agent a Request for Loannotice by telephone, promptly confirmed by written notice (the "Rate Selection Notice") substantially in --------------------- the form of Exhibit E hereto. Each such telephone and written notice shall --------- specify the amount and type of Loan borrowings which is are the subject of the designation, if any; the amount and type of borrowings into which such borrowings are to be converted or for which an Interest Option is designated; the proposed date for the designation, continuation designation or conversion (which, in the case of conversion of LIBOR Rate Borrowings, shall be the last day of the LIBOR Interest Period applicable thereto) and the LIBOR Interest PeriodPeriod or Periods, if any, selected by Borrowerthe Company. The Request for Loan Such notice by telephone shall be irrevocable and shall be given to the Agent no later than the applicable Rate Designation Selection Date. The Agent If (a) a new Loan is to be a LIBOR Rate Borrowing, (b) an existing LIBOR Rate Borrowing is maturing at the time that a new Loan is being requested and the Company is electing to have such existing portion of the outstanding principal balance of the Notes going forward bear interest at the same Interest Option and for the same LIBOR Interest Period as the new Loan, or (c) a portion of the Alternate Rate Borrowing is to be converted so as to bear interest at the same Interest Option and for the same LIBOR Interest Period as the new Loan, then the Rate Selection Notice ---- shall promptly deliver be included in the Request for Loan Extension of Credit and Certificate of No Default applicable to the Lenders. (b) No more than ten (10) LIBOR Borrowings and Competitive Bid Loans with ten (10) Interest Periods new Loan, which shall be in effect at any time. (c) Each designation, continuation or conversion of a LIBOR Borrowing shall occur on a Business Day. (d) Except as provided in Section 3.5 hereof, given to the Agent no LIBOR Borrowing shall be converted on any day other later than the last day of the applicable Interest PeriodRate Selection Date. (e) Unless a Request for Loan to the contrary is received as provided in this Agreement, each LIBOR Borrowing will convert to a Base Rate Borrowing after the expiration of the Interest Period. (f) To the extent that any Default shall have occurred and shall continue to exist, Borrower shall not have the right to elect an Interest Period longer than one (1) month.

Designation and Conversion. Borrower shall have the right to designate, continue designate or convert its Interest Options in accordance with the provisions hereof. Provided no Event of Default has occurred and is continuing and subject to the last sentence of Section 3.3(a) and the provisions of Section 3.53.3(c), Borrower may elect to have Adjusted LIBOR a Eurodollar Rate apply or continue to apply to all or any portion of the principal balance of the Revolving Notes, other than the Swing Loan Note. Each change in Interest Options shall be a conversion 24 of the rate of interest applicable to the specified portion of the Loans, but such conversion shall not change the respective outstanding principal balance balances of the Revolving Notes. The Interest Options shall be designated or converted in the manner provided below: (ai) Borrower shall give Agent telephonic notice, promptly confirmed by a Request for LoanRate Designation Notice (and Agent shall promptly inform each Lender thereof). Each such telephonic and written notice shall specify the amount of the Loan which is the subject of the designation, if any; the amount of borrowings into which such borrowings are to be converted or for which an Interest Option is designated; the proposed date for the designation, continuation designation or conversion and the Interest PeriodPeriod or Periods, if any, selected by Borrower. The Request for Loan Such telephonic notice shall be irrevocable and shall be given to Agent no later than the applicable Rate Designation Date. The Agent shall promptly deliver the Request for Loan to the Lenders. (bii) No more than ten (10) LIBOR Borrowings and Competitive Bid Loans with ten (10) Interest Periods shall be in effect with respect to the Loans at any time. (ciii) Each designation, continuation designation or conversion of a LIBOR Borrowing shall occur on a LIBOR Business Day. (div) Except as provided in Section 3.5 hereof, no Each request for a LIBOR Borrowing shall be converted on any day other than in the last day amount equal to an integral multiple of the applicable Interest Period$2,000,000 or an integral multiple of $100,000 in excess thereof. (ev) Unless a Request for Loan Each designation of an Interest Option with respect to the contrary is received as provided Notes shall apply to all of the Notes ratably in this Agreement, each accordance with their respective outstanding principal balances. If any Lender assigns an interest in any of its Notes when any LIBOR Borrowing will convert to a Base Rate Borrowing after the expiration of the Interest Period. (f) To the extent that any Default is outstanding with respect thereto, then such assignee shall have occurred and shall continue to exist, Borrower shall not have the right to elect an Interest Period longer than one (1) monthits ratable interest in such LIBOR Borrowing.

Designation and Conversion. Borrower shall have the right to designate, continue designate or convert its Interest Options in accordance with the provisions hereof. Provided no Event of Default has occurred and is continuing and subject to the provisions of Section 3.5, Borrower may elect to have Adjusted LIBOR a Eurodollar Rate apply or continue to apply to all or any portion of the principal balance of the Revolving Notes, other than the Swing Loan Note. Each change in Interest Options shall be a conversion of the rate of interest applicable to the specified portion of the Loans, but such conversion shall not change the respective outstanding principal balance of the Revolving Notes. The Interest Options shall be designated or converted in the manner provided below: (a) : Borrower shall give Agent a Request for Loan. Each such written notice shall specify the amount of Loan which is the subject of the designation, if any; the amount of borrowings into which such borrowings are to be converted or for which an Interest Option is designated; the proposed date for the designation, continuation designation or conversion conversion; and the Interest Period, if any, selected by Borrower. The Request for Loan shall be irrevocable and shall be given to Agent no later than the applicable Rate Designation Date. The Agent shall promptly deliver the Request for Loan to the Lenders. (b) . No more than ten twelve (1012) LIBOR Eurodollar Rate Borrowings and Competitive Bid Loans with ten twelve (1012) Interest Periods shall be in effect at any time. (c) . Each designation, continuation designation or conversion of a LIBOR Eurodollar Rate Borrowing shall occur on a Eurodollar Business Day. (d) . Except as provided in Section 3.5 hereof, no LIBOR Eurodollar Rate Borrowing shall be converted on any day other than the last day of the applicable Interest Period. (e) . Unless a Request for Loan to the contrary is received as provided in this Agreement, each LIBOR Eurodollar Rate Borrowing will convert to a Base Rate Borrowing after the expiration of the Interest Period. (f) To the extent that any Default shall have occurred and shall continue to exist, Borrower shall not have the right to elect an Interest Period longer than one (1) month.

Designation and Conversion. Borrower shall have the right to designate, continue designate or convert its Interest Options in accordance with the provisions hereof. Provided PROVIDED no Event of Default has occurred and is continuing and subject to the last sentence of SECTION 3.3(A) and the provisions of Section 3.5SECTION 3.3(C), Borrower may elect to have Adjusted LIBOR a Eurodollar Rate apply or continue to apply to all or any portion of the principal balance of the Revolving Notes, other than the Swing Loan Note. Each change in Interest Options shall be a conversion of the rate of interest applicable to the specified portion of the Loans, but such conversion shall not change the respective outstanding principal balance balances of the Revolving Notes. The Interest Options shall be designated or converted in the manner provided below: (ai) Borrower shall give Agent telephonic notice, promptly confirmed by a Request for LoanRate Designation Notice (and Agent shall promptly inform each Lender thereof). Each such telephonic and written notice shall specify the amount of the Loan which is the subject of the designation, if any; the amount of borrowings into which such borrowings are to be converted or for which an Interest Option is designated; the proposed date for the designation, continuation designation or conversion and the Interest PeriodPeriod or Periods, if any, selected by Borrower. The Request for Loan Such telephonic notice shall be irrevocable and shall be given to Agent no later than the applicable Rate Designation Date. The Agent shall promptly deliver the Request for Loan to the Lenders. (bii) No more than ten fifteen (1015) LIBOR Borrowings and Competitive Bid Loans with ten (10) Interest Periods shall be in effect with respect to the Loans at any time. (ciii) Each designation, continuation designation or conversion of a LIBOR Borrowing shall occur on a LIBOR Business Day. (div) Except as provided in Section 3.5 hereof, no Each request for a LIBOR Borrowing shall be converted on any day other than in the last day amount equal to an integral multiple of the applicable Interest Period$100,000. (ev) Unless a Request for Loan Each designation of an Interest Option with respect to the contrary is received as provided Revolving Notes shall apply to all of the Revolving Notes ratably in this Agreement, each accordance with their respective outstanding principal balances. If any Lender assigns an interest in any of its Notes when any LIBOR Borrowing will convert to a Base Rate Borrowing after the expiration of the Interest Period. (f) To the extent that any Default is outstanding with respect thereto, then such assignee shall have occurred and shall continue to exist, Borrower shall not have the right to elect an Interest Period longer than one (1) monthits ratable interest in such LIBOR Borrowing.

Designation and Conversion. Borrower shall have the right to designate, continue -------------------------- designate or convert its Interest Options in accordance with the provisions hereof. Provided no Event of Default has occurred and is continuing and subject -------- to the provisions of Section 3.5, Borrower may elect to have Adjusted LIBOR a Eurodollar Rate ----------- apply or continue to apply to all or any portion of the principal balance of the Revolving Notes, other than the Swing Loan Note. Each change in Interest Options shall be a conversion of the rate of interest applicable to the specified portion of the Loans, but such conversion shall not change the respective outstanding principal balance of the Revolving Notes. The Interest Options shall be designated or converted in the manner provided below: (a) Borrower shall give Agent a Request for Loan. Each such written notice shall specify the amount of Loan which is the subject of the designation, if any; the amount of borrowings into which such borrowings are to be converted or for which an Interest Option is designated; the proposed date for the designation, continuation designation or conversion and the Interest Period, if any, selected by Borrower. The Request for Loan shall be irrevocable and shall be given to Agent no later than the applicable Rate Designation Date. The Agent shall promptly deliver the Request for Loan to the Lenders. (b) No more than ten twelve (1012) LIBOR Eurodollar Rate Borrowings and Competitive Bid Loans with ten twelve (1012) Interest Periods shall be in effect at any time. (c) Each designation, continuation designation or conversion of a LIBOR Eurodollar Rate Borrowing shall occur on a Eurodollar Business Day. (d) Except as provided in Section 3.5 hereof, no LIBOR Eurodollar Rate Borrowing ----------- shall be converted on any day other than the last day of the applicable Interest Period. (e) Unless a Request for Loan to the contrary is received as provided in this Agreement, each LIBOR Eurodollar Rate Borrowing will convert to a Base Rate Borrowing after the expiration of the Interest Period. (f) To the extent that any Default shall have occurred and shall continue to exist, Borrower shall not have the right to elect an Interest Period longer than one (1) month.

Designation and Conversion. Borrower shall have the right to designate, continue designate or convert its Interest Options in accordance with the provisions hereof. Provided no Event of Default has occurred and is continuing and subject to the last sentence of Section 3.3(a) and the provisions of Section 3.53.3(c), Borrower may elect to have Adjusted LIBOR a Eurodollar Rate apply or continue to apply to all or any portion of the principal balance of the Revolving Notes, other than the Swing Loan Note. Each change in Interest Options shall be a conversion of the rate of interest applicable to the specified portion of the Loans, but such conversion shall not change the respective outstanding principal balance balances of the Revolving Notes. The Interest Options shall be designated or converted in the manner provided below: (ai) Borrower shall give Agent telephonic notice, promptly confirmed by a Request for LoanRate Designation Notice (and Agent shall promptly inform each Lender thereof). Each such telephonic and written notice shall specify the amount of the Loan and type (i.e. Revolving Loan or Advance Loan) which is the subject of the designation, if any; the amount of borrowings into which such borrowings are to be converted or for which an Interest Option is designated; the proposed date for the designation, continuation designation or conversion and the Interest PeriodPeriod or Periods, if any, selected by Borrower. The Request for Loan Such telephonic notice shall be irrevocable and shall be given to Agent no later than the applicable Rate Designation Date. The Agent shall promptly deliver the Request for Loan to the Lenders. (bii) No more than ten three (103) LIBOR Borrowings and Competitive Bid Loans with ten (10) Interest Periods shall be in effect with respect to the Revolving Loans at any time. No more than one (1) LIBOR Borrowing shall be in effect with respect to any Advance Loan Tranche at any time. (ciii) Each designation, continuation designation or conversion of a LIBOR Borrowing shall occur on a LIBOR Business Day. (div) Except as provided in Section 3.5 3.3(c) hereof, no LIBOR Borrowing shall be converted to a Base Rate Borrowing or another LIBOR Borrowing on any day other than the last day of the applicable Interest Period. (ev) Unless Each request for a Request for Loan to the contrary is received as provided in this Agreement, each LIBOR Borrowing will convert shall be in the amount equal to $250,000 or a Base Rate Borrowing after the expiration multiple of the Interest Period$100,000 in excess thereof. (fvi) To Each designation of an Interest Option with respect to the extent that Revolving Notes shall apply to all of the Revolving Notes ratably in accordance with their respective outstanding principal balances. Each designation of an Interest Option with respect to any Default Advance Loan Tranche shall apply to all of the Advance Notes executed in connection with such Advance Loan Tranche ratably in accordance with their respective outstanding principal balances. If any Lender assigns an interest in any of its Notes when any LIBOR Borrowing is outstanding with respect thereto, then such assignee shall have occurred and shall continue to exist, Borrower shall not have the right to elect an Interest Period longer than one (1) monthits ratable interest in such LIBOR Borrowing.

Designation and Conversion. Borrower The Company shall have the right to designate, continue designate or convert its Interest Options in accordance with the provisions hereof. Provided no Event of Default has occurred and is continuing and subject to the provisions of the last sentence of Subsection 2.09(a) hereinabove and of Section 3.52.10 hereof, Borrower the Company may elect to have Adjusted the LIBOR Rate apply or continue to apply to all or any portion of the outstanding principal balance of the Revolving Notes, other than the Swing Loan NoteLoans. Each change in Interest Options shall be a conversion of the rate of interest applicable to the specified portion of the Loans, but such conversion alone shall not change the respective outstanding principal balance amount of the Revolving NotesLoans and such conversion shall not be construed to make this Agreement a revolving credit facility. The Interest Options shall be designated or converted in the manner provided below: (a) Borrower i. The Company shall give the Agent a Request for Loannotice by telephone or facsimile promptly confirmed by written notice (the "Rate Selection Notice") substantially in the form of Exhibit E hereto. Each such telephone or facsimile and written notice shall specify the amount and type of Loan borrowings which is are the subject of the designation, if any; the amount and type of borrowings into which such borrowings are to be converted or for which an Interest Option is designated; the proposed date for the designation, continuation designation or conversion (which, in the case of conversion of LIBOR Rate Borrowings, shall be the last day of the LIBOR Interest Period applicable thereto) and the LIBOR Interest PeriodPeriod or Periods, if any, selected by Borrowerthe Company. The Request for Loan Such notice by telephone or facsimile shall be irrevocable and shall be given to the Agent no later than the applicable Rate Designation Selection Date. The Agent If (a) a new Loan is to be a LIBOR Rate Borrowing, (b) an existing LIBOR Rate Borrowing is maturing at the time that a new Loan is being requested and the Company is electing to have such existing portion of the outstanding principal balance of the Loans going forward bear interest at the same Interest Option and for the same LIBOR Interest Period as the new Loan, or (c) a portion of an Alternate Base Rate Borrowing is to be converted so as to bear interest at the same Interest Option and for the same LIBOR Interest Period as the new Loan, then the Rate Selection Notice shall promptly deliver be included in the Request for Loan Extension of Credit and Certificate of No Default applicable to the Lendersnew Loan, which shall be given to the Agent no later than the applicable Rate Selection Date. (b) ii. No more than ten five (105) LIBOR Borrowings and Competitive Bid Loans with ten (10) Interest Periods shall be in effect at any one time. Each LIBOR Rate Borrowing shall be in the amount of at least $10,000,000. iii. Principal included in any borrowing shall not be included in any other borrowing which exists at the same time. (c) iv. Each designation, continuation designation or conversion of a LIBOR Borrowing shall occur on a Business Day (and, for LIBOR Rate Borrowings, on a LIBOR Business Day). (d) v. Except as provided in Section 3.5 2.10 hereof, no LIBOR Rate Borrowing shall be converted on any day other than the last day of the applicable LIBOR Interest Period. (e) Unless a Request for Loan to the contrary is received as provided in this Agreement, each LIBOR Borrowing will convert to a Base Rate Borrowing after the expiration of the Interest Period. (f) To the extent that any Default shall have occurred and shall continue to exist, Borrower shall not have the right to elect an Interest Period longer than one (1) month.

Designation and Conversion. Borrower The Company shall have the right to designate, continue designate or convert its Interest Options in accordance with the provisions hereof. Provided no Event of Default has occurred and is continuing and subject to the provisions of the last sentence of Subsection 2.09(a) hereinabove and of Section 3.52.10 hereof, Borrower the Company may elect to have Adjusted the LIBOR Rate apply or continue to apply to all or any portion of the outstanding principal balance of the Revolving Notes, other than the Swing Loan NoteLoans. Each change in Interest Options shall be a conversion of the rate of interest applicable to the specified portion of the Loans, but such conversion alone shall not change the respective outstanding principal balance amount of the Revolving NotesLoans. The Interest Options shall be designated or converted in the manner provided below: (a) Borrower i. The Company shall give the Agent a Request for Loannotice by telephone or facsimile promptly confirmed by written notice (the "Rate Selection Notice") substantially in the form of Exhibit E hereto. Each such telephone or facsimile and written notice shall specify the amount and type of Loan borrowings which is are the subject of the designation, if any; the amount and type of borrowings into which such borrowings are to be converted or for which an Interest Option is designated; the proposed date for the designation, continuation designation or conversion (which, in the case of conversion of LIBOR Rate Borrowings, shall be the last day of the LIBOR Interest Period applicable thereto) and the LIBOR Interest PeriodPeriod or Periods, if any, selected by Borrowerthe Company. The Request for Loan Such notice by telephone or facsimile shall be irrevocable and shall be given to the Agent no later than the applicable Rate Designation Selection Date. The Agent If (a) a new Loan is to be a LIBOR Rate Borrowing, (b) an existing LIBOR Rate Borrowing is maturing at the time that a new Loan is being requested and the Company is electing to have such existing portion of the outstanding principal balance of the Loans going forward bear interest at the same Interest Option and for the same LIBOR Interest Period as the new Loan, or (c) a portion of an Alternate Base Rate Borrowing is to be converted so as to bear interest at the same Interest Option and for the same LIBOR Interest Period as the new Loan, then the Rate Selection Notice shall promptly deliver be included in the Request for Loan Extension of Credit and Certificate of No Default applicable to the Lendersnew Loan, which shall be given to the Agent no later than the applicable Rate Selection Date. (b) ii. No more than ten five (105) LIBOR Borrowings and Competitive Bid Loans with ten (10) Interest Periods shall be in effect at any one time. Each LIBOR Rate Borrowing shall be in the amount of at least $5,000,000. iii. Principal included in any borrowing shall not be included in any other borrowing which exists at the same time. (c) iv. Each designation, continuation designation or conversion of a LIBOR Borrowing shall occur on a Business Day (and, for LIBOR Rate Borrowings, on a LIBOR Business Day). (d) v. Except as provided in Section 3.5 2.10 hereof, no LIBOR Rate Borrowing shall be converted on any day other than the last day of the applicable LIBOR Interest Period. (e) Unless a Request for Loan to the contrary is received as provided in this Agreement, each LIBOR Borrowing will convert to a Base Rate Borrowing after the expiration of the Interest Period. (f) To the extent that any Default shall have occurred and shall continue to exist, Borrower shall not have the right to elect an Interest Period longer than one (1) month.

Designation and Conversion. Borrower shall have the right to designate, continue designate or convert its Interest Options in accordance with the provisions hereof. Provided So long as no Event of Default has occurred and is continuing and subject to the last sentence of Section 3.03(a) and the provisions of Section 3.53.03(c), Borrower may elect to have Adjusted LIBOR a Eurodollar Rate apply or continue to apply to all or any portion of the principal balance of the Revolving Notes, other than the Swing Loan Note. Each change in Interest Options shall be a conversion of the rate of interest applicable to the specified portion of the Loans, but such conversion shall not change the respective outstanding principal balance balances of the Revolving Notes. The Interest Options shall be designated or converted in the manner provided below: (ai) Borrower shall give Agent telephonic notice, promptly confirmed by a Request for LoanRate Designation Notice (and Agent shall promptly inform each Lender thereof). Each such telephonic and written notice shall specify the amount of the Loan which is the subject of the designation, if any; the amount of borrowings into which such borrowings are to be converted or for which an Interest Option is designated; the proposed date for the designation, continuation designation or conversion and the Interest PeriodPeriod or Periods, if any, selected by Borrower. The Request for Loan Such telephonic notice shall be irrevocable and shall be given to Agent no later than the applicable Rate Designation Date. The Agent shall promptly deliver the Request for Loan to the LendersTime. (bii) No more than ten five (105) LIBOR Borrowings and Competitive Bid Loans with ten (10) Interest Periods shall be in effect with respect to the Loans at any time. (ciii) Each designation, continuation designation or conversion of a LIBOR Borrowing shall occur on a LIBOR Business Day. (div) Except as provided in Section 3.5 3.03(c) hereof, no LIBOR Borrowing shall be converted to a Base Rate Borrowing or another LIBOR Borrowing on any day other than the last day of the applicable Interest Period. (ev) Unless Each request for a Request for Loan to the contrary is received as provided in this Agreement, each LIBOR Borrowing will convert shall be in the amount equal to a Base Rate Borrowing after the expiration of the Interest PeriodMinimum Advance. (fvi) To Each designation of an Interest Option with respect to the extent that Notes shall apply to all of the Revolving Notes ratably in accordance with their respective outstanding principal balances. If any Default Lender assigns an interest in any of its Notes when any LIBOR Borrowing is outstanding with respect thereto, then such assignee shall have occurred and shall continue to exist, Borrower shall not have the right to elect an Interest Period longer than one (1) monthits ratable interest in such LIBOR Borrowing.

Designation and Conversion. Borrower shall have the right to designate, continue designate or convert its Interest Options in accordance with the provisions hereof. Provided no Event of Default has occurred and is continuing and subject to the last sentence of Section 3.3(a) and the provisions of Section 3.53.3(c), Borrower may elect to have Adjusted LIBOR a Eurodollar Rate apply or continue to apply to all or any portion of the principal balance of the Revolving Notes, Notes (other than the Swing Loan Note). Each change in Interest Options shall be a conversion of the rate of interest applicable to the specified portion of the Loans, but such conversion shall not change the respective outstanding principal balance balances of the Revolving Notes. The Interest Options shall be designated or converted in the manner provided below: (ai) Borrower shall give Agent telephonic notice, promptly confirmed by a Request for LoanRate Designation Notice (and Agent shall promptly inform each Lender thereof). Each such telephonic and written notice shall specify the amount of the Loan and type (i.e. Revolving Loan or Term Loan B) which is the subject of the designation, if any; the amount of borrowings into which such borrowings are to be converted or for which an Interest Option is designated; the proposed date for the designation, continuation designation or conversion and the Interest PeriodPeriod or Periods, if any, selected by Borrower. The Request for Loan Such telephonic notice shall be irrevocable and shall be given to Agent no later than the applicable Rate Designation Date. The Agent shall promptly deliver the Request for Loan to the Lenders. (bii) No more than ten twelve (1012) LIBOR Borrowings and Competitive Bid Loans with ten (10) Interest Periods shall be in effect with respect to the Loans at any time. (ciii) Each designation, continuation designation or conversion of a LIBOR Borrowing shall occur on a LIBOR Business Day. (div) Except as provided in Section 3.5 3.3(c) hereof, no LIBOR Borrowing shall be converted to a Base Rate Borrowing or another LIBOR Borrowing on any day other than the last day of the applicable Interest Period. (ev) Unless Each request for a Request for Loan to the contrary is received as provided in this Agreement, each LIBOR Borrowing will convert shall be in the amount equal to $250,000 or a Base Rate Borrowing after the expiration multiple of the Interest Period$100,000 in excess thereof. (fvi) To Each designation of an Interest Option with respect to the extent that Revolving Notes shall apply to all of the Revolving Notes ratably in accordance with their respective outstanding principal balances. Each designation of an Interest Option with respect to the Term Loans B shall apply to all of the Term Loans B ratably in accordance with their respective outstanding principal balances. If any Default Lender assigns an interest in any of its Notes when any LIBOR Borrowing is outstanding with respect thereto, then such assignee shall have occurred and shall continue to exist, Borrower shall not have the right to elect an Interest Period longer than one (1) monthits ratable interest in such LIBOR Borrowing.

Designation and Conversion. Borrower shall have the right to designate, continue designate or convert its Interest Options in accordance with the provisions hereof. Provided no Event of Default has occurred and is continuing and subject to the last sentence of Section 3.3(a) and the provisions of Section 3.53.3(c), Borrower may elect to have Adjusted LIBOR a Eurodollar Rate apply or continue to apply to all or any portion of the principal balance of the Revolving Notes, other than the Swing Loan Note. Each change in Interest Options shall be a conversion of the rate of interest applicable to the specified portion of the Loans, but such conversion shall not change the respective outstanding principal balance balances of the Revolving Notes. The Interest Options shall be designated or converted in the manner provided below: (ai) Borrower shall give Agent telephonic notice, promptly confirmed by a Request for LoanRate Designation Notice (and Agent shall promptly inform each Lender thereof). Each such telephonic and written notice shall specify the amount of the Loan and type (i.e. Revolving Loan or Term Loan) which is the subject of the designation, if any; the amount of borrowings into which such borrowings are to be converted or for which an Interest Option is designated; the proposed date for the designation, continuation designation or conversion and the Interest PeriodPeriod or Periods, if any, selected by Borrower. The Request for Loan Such telephonic notice shall be irrevocable and shall be given to Agent no later than the applicable Rate Designation Date. The Agent shall promptly deliver the Request for Loan to the Lenders. (bii) No more than ten twelve (1012) LIBOR Borrowings and Competitive Bid Loans with ten (10) Interest Periods shall be in effect with respect to the Loans at any time. (ciii) Each designation, continuation designation or conversion of a LIBOR Borrowing shall occur on a LIBOR Business Day. (div) Except as provided in Section 3.5 3.3(c) hereof, no LIBOR Borrowing shall be converted to a Base Rate Borrowing or another LIBOR Borrowing on any day other than the last day of the applicable Interest Period. (ev) Unless Each request for a Request for Loan to the contrary is received as provided in this Agreement, each LIBOR Borrowing will convert shall be in the amount equal to $250,000 or a Base Rate Borrowing after the expiration multiple of the Interest Period$100,000 in excess thereof. (fvi) To Each designation of an Interest Option with respect to the extent that Revolving Notes shall apply to all of the Revolving Notes ratably in accordance with their respective outstanding principal balances. Each designation of an Interest Option with respect to the Term Notes shall apply to all of the Term Notes ratably in accordance with their respective outstanding principal balances. If any Default Lender assigns an interest in any of its Notes when any LIBOR Borrowing is outstanding with respect thereto, then such assignee shall have occurred and shall continue to exist, Borrower shall not have the right to elect an Interest Period longer than one (1) monthits ratable interest in such LIBOR Borrowing.

Designation and Conversion. Each Borrower shall have the right to designate, continue designate or convert its Interest Options in accordance with the provisions hereof. Provided no Default or Event of Default has occurred and is continuing and subject to the last sentence of Section 3.03(a) and the provisions of Section 3.53.03(c), each Borrower may elect to have Adjusted LIBOR a Eurocurrency Rate apply or continue to apply to all or any portion of the principal balance of the Revolving its Notes, other than the Swing Loan Note. Each change in Interest Options shall be a conversion of the rate of interest applicable to the specified portion of the Loans, but such conversion shall not change the respective outstanding principal balance balances of the Revolving applicable Notes. The Interest Options shall be designated or converted in the manner provided below: (ai) The applicable Borrower shall give the Administrative Agent a Request for Loanwritten Rate Designation Notice (and the Administrative Agent shall promptly inform each applicable Lender thereof). Each such written notice shall specify the amount of the Loan which is the subject of the designation, if any; the amount of borrowings into which such borrowings are to be converted or for which an Interest Option is designated; the proposed date for the designation, continuation designation or conversion and the Interest PeriodPeriod or Periods, if any, selected by the applicable Borrower. The Request for Loan Such notice shall be irrevocable and shall be given to the Administrative Agent no later than the applicable Rate Designation Date. The Agent shall promptly deliver the Request for Loan to the Lenders. (bii) No more than ten (10) LIBOR seven Eurocurrency Borrowings and Competitive Bid Loans with ten (10) Interest Periods shall be in effect with respect to the Eurocurrency Loans at any time, no more than five of which shall be in effect with respect to Eurocurrency Loans denominated in currencies other than Dollars at any time. No single Eurocurrency Borrowing may include Loans in different currencies. (ciii) Each designation, continuation designation or conversion of a LIBOR Eurocurrency Borrowing shall occur on a Business Day. (div) Except as provided in Section 3.5 hereof3.03(c), no LIBOR Eurocurrency Borrowing shall be converted to a Base Rate Borrowing or another Eurocurrency Borrowing on any day other than the last day of the applicable Interest Period. (ev) Unless Each request for a Request Eurocurrency Borrowing shall be in an amount equal to or greater than $3,000,000, (pound)3,000,000, (euro)3,000,000, or a similar rounded amount to be determined for Loan any other Eligible Currency by the Administrative Agent, as appropriate for such Loan's Designated Currency, or any integral multiple of $1,000,000, (pound)1,000,000, or (euro)1,000,000, or a similar rounded amount to be determined for any other Eligible Currency by the contrary is received Administrative Agent, as provided appropriate, in this Agreement, each LIBOR Borrowing will convert to a Base Rate Borrowing after the expiration of the Interest Periodexcess thereof. (fvi) To Each designation of an Interest Option with respect to the extent Notes shall apply to all of the Notes ratably in accordance with their respective outstanding principal balances, except that outstanding Eurocurrency Borrowings denominated in currencies other than Dollars shall always bear interest at the Eurocurrency Rate. If any Default Lender assigns an interest in any of its Notes when any Eurocurrency Borrowing is outstanding with respect thereto, then such assignee shall have occurred and shall continue its ratable interest in such Eurocurrency Borrowing. (vii) For the avoidance of doubt, it is understood that no Borrower may, pursuant to existthis Section, Borrower shall not have (i) elect to convert the right currency in which any Loan is denominated or (ii) elect to elect an Interest Period longer convert Eurocurrency Borrowings denominated in currencies other than one (1) monthDollars to Base Rate Borrowings.

Designation and Conversion. Borrower shall have the right to designate, continue designate or convert its Interest Options in accordance with the provisions hereof. Provided no Event of Default has occurred and is continuing and subject to the last sentence of Section 3.3(a) and the provisions of Section 3.53.3(c), Borrower may elect to have Adjusted LIBOR a Eurodollar Rate apply or continue to apply to all or any portion of the principal balance of the Revolving Notes, other than the Swing Loan Note. Each change in Interest Options shall be a conversion of the rate of interest applicable to the specified portion of the Loans, but such conversion shall not change the respective outstanding principal balance balances of the Revolving Notes. The Interest Options shall be designated or converted in the manner provided below: (ai) Borrower shall give Agent telephonic notice, promptly confirmed by a Request for LoanRate Designation Notice (and Agent shall promptly inform each Lender thereof). Each such telephonic and written notice shall specify the amount of the Loan which is the subject of the designation, if any; the amount of borrowings into which such borrowings borrow ings are to be converted or for which an Interest Option is designated; the proposed date for the designation, continuation designation or conversion and the Interest PeriodPeriod or Periods, if any, selected by Borrower. The Request for Loan Such telephonic notice shall be irrevocable and shall be given to Agent no later than the applicable Rate Designation Date. The Agent shall promptly deliver the Request for Loan to the Lenders. (bii) No more than ten three (103) LIBOR Borrowings and Competitive Bid Loans with ten (10) Interest Periods shall be in effect with respect to the Revolving Loans at any time. (ciii) Each designation, continuation designation or conversion of a LIBOR Borrowing shall occur on a LIBOR Business Day. (div) Except as provided in Section 3.5 3.3(c) hereof, no LIBOR Borrowing shall may be converted to a Base Rate Borrowing or another LIBOR Borrowing on any day other than the last day of the applicable Interest Period. (ev) Unless Each request for a Request for Loan to the contrary is received as provided in this Agreement, each LIBOR Borrowing will convert shall be in the amount equal to a Base Rate Borrowing after the expiration $500,000 or an integral multiple of the Interest Period$100,000 in excess thereof. (fvi) To Each designation of an Interest Option with respect to the extent that Revolving Notes shall apply to all of the Revolving Notes ratably in accordance with their respective outstanding principal balances. If any Default Lender assigns an interest in any of its Notes when any LIBOR Borrowing is outstanding with respect thereto, then such assignee shall have occurred and shall continue to exist, Borrower shall not have the right to elect an Interest Period longer than one (1) monthits ratable interest in such LIBOR Borrowing.

Designation and Conversion. Borrower shall have the right to designate, continue designate or convert its Interest Options in accordance with the provisions hereof. Provided So long as no Event of Default has occurred and is continuing and subject to the last sentence of Section 3.3(a) and the provisions of Section 3.53.3(c), Borrower may elect to have Adjusted LIBOR a Eurodollar Rate apply or continue to apply to all or any portion of the principal balance of the Revolving Notes, other than the Swing Loan Note. Each change in Interest Options shall be a conversion of the rate of interest applicable to the specified portion of the Loans, but such conversion shall not change the respective outstanding principal balance balances of the Revolving Notes. The Interest Options shall be designated or converted in the manner provided below: (ai) Borrower shall give Agent telephonic notice, promptly confirmed by a Request for LoanRate Designation Notice (and Agent shall promptly inform each Lender thereof). Each such telephonic and written notice shall specify the amount of the Loan which is the subject of the designation, if any; the amount of borrowings into which such borrowings are to be converted or for which an Interest Option is designated; the proposed date for the designation, continuation designation or conversion and the Interest PeriodPeriod or Periods, if any, selected by Borrower. The Request for Loan Such telephonic notice shall be irrevocable and shall be given to Agent no later than the applicable Rate Designation Date. The Agent shall promptly deliver the Request for Loan to the Lenders. (bii) No more than ten five (105) LIBOR Borrowings and Competitive Bid Loans with ten (10) Interest Periods shall be in effect with respect to the Loans at any time. (ciii) Each designation, continuation designation or conversion of a LIBOR Borrowing shall occur on a LIBOR Business Day. (div) Except as provided in Section 3.5 3.3(c) hereof, no LIBOR Borrowing shall be converted to a Base Rate Borrowing or another LIBOR Borrowing on any day other than the last day of the applicable Interest Period. (ev) Unless Each request for a Request for Loan to the contrary is received as provided in this Agreement, each LIBOR Borrowing will convert shall be in the amount equal to a Base Rate Borrowing after the expiration of the Interest PeriodMinimum Advance. (fvi) To Each designation of an Interest Option with respect to the extent that Notes shall apply to all of the Notes ratably in accordance with their respective outstanding principal balances. If any Default Lender assigns an interest in any of its Notes when any LIBOR Borrowing is outstanding with respect thereto, then such assignee shall have occurred and shall continue to exist, Borrower shall not have the right to elect an Interest Period longer than one (1) monthits ratable interest in such LIBOR Borrowing.

Designation and Conversion. Borrower The Company shall have the right to designate, continue designate or convert its Interest Options in accordance with the provisions hereof. Provided no Event of Default has occurred and is continuing and subject to the provisions of the last sentence of Subsection 2.09(a) hereinabove and of Section 3.52.10 hereof, Borrower the Company may elect to have Adjusted the LIBOR Rate apply or continue to apply to all or any portion of the outstanding principal balance of the Revolving Notes, other than the Swing Loan NoteLoans. Each change in Interest Options shall be a conversion of the rate of interest applicable to the specified portion of the Loans, but such conversion alone shall not change the respective outstanding principal balance amount of the Revolving NotesLoans and such conversion shall not be construed to make this Agreement a revolving credit facility. The Interest Options shall be designated or converted in the manner provided below: (a) Borrower i. The Company shall give the Agent a Request for Loannotice by telephone or facsimile promptly confirmed by written notice (the “Rate Selection Notice”) substantially in the form of Exhibit E hereto. Each such telephone or facsimile and written notice shall specify the amount and type of Loan borrowings which is are the subject of the designation, if any; the amount and type of borrowings into which such borrowings are to be converted or for which an Interest Option is designated; the proposed date for the designation, continuation designation or conversion (which, in the case of conversion of LIBOR Rate Borrowings, shall be the last day of the LIBOR Interest Period applicable thereto) and the LIBOR Interest PeriodPeriod or Periods, if any, selected by Borrowerthe Company. The Request for Loan Such notice by telephone or facsimile shall be irrevocable and shall be given to the Agent no later than the applicable Rate Designation Selection Date. The Agent If (a) a new Loan is to be a LIBOR Rate Borrowing, (b) an existing LIBOR Rate Borrowing is maturing at the time that a new Loan is being requested and the Company is electing to have such existing portion of the outstanding principal balance of the Loans going forward bear interest at the same Interest Option and for the same LIBOR Interest Period as the new Loan, or (c) a portion of an Alternate Base Rate Borrowing is to be converted so as to bear interest at the same Interest Option and for the same LIBOR Interest Period as the new Loan, then the Rate Selection Notice shall promptly deliver be included in the Request for Loan Extension of Credit and Certificate of No Default applicable to the Lenders. (b) No more than ten (10) LIBOR Borrowings and Competitive Bid Loans with ten (10) Interest Periods new Loan, which shall be in effect at any time. (c) Each designation, continuation or conversion of a LIBOR Borrowing shall occur on a Business Day. (d) Except as provided in Section 3.5 hereof, given to the Agent no LIBOR Borrowing shall be converted on any day other later than the last day of the applicable Interest PeriodRate Selection Date. (e) Unless a Request for Loan to the contrary is received as provided in this Agreement, each LIBOR Borrowing will convert to a Base Rate Borrowing after the expiration of the Interest Period. (f) To the extent that any Default shall have occurred and shall continue to exist, Borrower shall not have the right to elect an Interest Period longer than one (1) month.

Designation and Conversion. Borrower shall have the right to designate, continue designate or convert its Interest Options in accordance with the provisions hereof. Provided no Event of Default has occurred and is continuing and subject to the last sentence of Section 3.3(a) and the provisions of Section 3.53.3(c), Borrower may elect to have Adjusted LIBOR a Eurodollar Rate apply or continue to apply to all or any portion of the principal balance of the Revolving Notes, other than the Swing Loan Note. Each change in Interest Options shall be a conversion of the rate of interest applicable to the specified portion of the Loans, but such conversion shall not change the respective outstanding principal balance balances of the Revolving Notes. The Interest Options shall be designated or converted in the manner provided below: (ai) Borrower shall give Agent telephonic notice, promptly confirmed by a Request for LoanRate Designation Notice (and Agent shall promptly inform each Lender thereof). Each such telephonic and written notice shall specify the amount of the Loan and type (i.e. Revolving Loan or Advance Loan) which is the subject of the designation, if any; the amount of borrowings into which such borrowings are to be converted or for which an Interest Option is designated; the proposed date for the designation, continuation designation or conversion and the Interest PeriodPeriod or Periods, if any, selected by Borrower. The Request for Loan Such telephonic notice shall be irrevocable and shall be given to Agent no later than the applicable Rate Designation Date. The Agent shall promptly deliver the Request for Loan to the Lenders. (bii) No more than ten three (103) LIBOR Borrowings and Competitive Bid Loans with ten (10) Interest Periods shall be in effect with respect to the Revolving Loans at any time. No more than one (1) LIBOR Borrowing shall be in effect with respect to any Advance Loan Tranche at any time. (ciii) Each designation, continuation designation or conversion of a LIBOR Borrowing shall occur on a LIBOR Business Day. (div) Except as provided in Section 3.5 3.3(c) hereof, no LIBOR Borrowing shall be converted to a Base Rate Borrowing or another LIBOR Borrowing on any day other than the last day of the applicable Interest Period. (ev) Unless Each request for a Request for Loan LIBOR Borrowing shall be in the amount equal to $250,000 or a multiple of $100,000 in excess thereof. vi) Each designation of an Interest Option with respect to the contrary is received as provided Revolving Notes shall apply to all of the Revolving Notes ratably in this Agreement, each accordance with their respective outstanding principal balances. Each designation of an Interest Option with respect to any Advance Loan Tranche shall apply to all of the Advance Notes executed in connection with such Advance Loan Tranche ratably in accordance with their respective outstanding principal balances. If any Lender assigns an interest in any of its Notes when any LIBOR Borrowing will convert to a Base Rate Borrowing after the expiration of the Interest Period. (f) To the extent that any Default is outstanding with respect thereto, then such assignee shall have occurred and shall continue to exist, Borrower shall not have the right to elect an Interest Period longer than one (1) monthits ratable interest in such LIBOR Borrowing.

Designation and Conversion. Borrower shall have the right to designate, continue -------------------------- designate or convert its Interest Options in accordance with the provisions hereof. Provided no Event of Default has occurred and is continuing and subject -------- to the last sentence of Section 3.3(a) and the provisions of Section 3.53.3(c), -------------- -------------- Borrower may elect to have Adjusted LIBOR a Eurodollar Rate apply or continue to apply to all or any portion of the principal balance of the Revolving Notes, Notes (other than the Swing Loan Note). Each change in Interest Options shall be a conversion of the rate of interest applicable to the specified portion of the Loans, but such conversion shall not change the respective outstanding principal balance balances of the Revolving Notes. The Interest Options shall be designated or converted in the manner provided below: (ai) Borrower shall give Agent telephonic notice, promptly confirmed by a Request for LoanRate Designation Notice (and Agent shall promptly inform each Lender thereof). Each such telephonic and written notice shall specify the amount of the Loan and type (i.e. Revolving Loan, Term Loan A or Term Loan B) which is the subject of the designation, if any; the amount of borrowings into which such borrowings are to be converted or for which an Interest Option is designated; the proposed date for the designation, continuation designation or conversion and the Interest PeriodPeriod or Periods, if any, selected by Borrower. The Request for Loan Such telephonic notice shall be irrevocable and shall be given to Agent no later than the applicable Rate Designation Date. The Agent shall promptly deliver the Request for Loan to the Lenders. (bii) No more than ten twelve (1012) LIBOR Borrowings and Competitive Bid Loans with ten (10) Interest Periods shall be in effect with respect to the Loans at any time. (ciii) Each designation, continuation designation or conversion of a LIBOR Borrowing shall occur on a LIBOR Business Day. (div) Except as provided in Section 3.5 3.3(c) hereof, no LIBOR Borrowing shall -------------- be converted to a Base Rate Borrowing or another LIBOR Borrowing on any day other than the last day of the applicable Interest Period. (ev) Unless Each request for a Request for Loan LIBOR Borrowing shall be in the amount equal to $250,000 or a multiple of $100,000 in excess thereof. vi) Each designation of an Interest Option with respect to the contrary is received as provided Revolving Notes shall apply to all of the Revolving Notes ratably in this Agreement, each accordance with their respective outstanding principal balances. Each designation of an Interest Option with respect to the Term Notes A shall apply to all of the Term Notes A ratably in accordance with their respective outstanding principal balances. Each designation of an Interest Option with respect to the Term Notes B shall apply to all of the Term Notes B ratably in accordance with their respective outstanding principal balances. If any Lender assigns an interest in any of its Notes when any LIBOR Borrowing will convert to a Base Rate Borrowing after the expiration of the Interest Period. (f) To the extent that any Default is outstanding with respect thereto, then such assignee shall have occurred and shall continue to exist, Borrower shall not have the right to elect an Interest Period longer than one (1) monthits ratable interest in such LIBOR Borrowing.

Designation and Conversion. Borrower shall have the right to designate, continue designate or convert its Interest Options in accordance with the provisions hereof. Provided PROVIDED no Event of Default has occurred and is continuing and subject to the provisions of Section SECTION 3.5, Borrower may elect to have Adjusted LIBOR a Eurodollar Rate apply or continue to apply to all or any portion of the principal balance of the Revolving Notes, other than the Swing Loan Note. Each change in Interest Options shall be a conversion of the rate of interest applicable to the specified portion of the Loans, but such conversion shall not change the respective outstanding principal balance of the Revolving Notes. The Interest Options shall be designated or converted in the manner provided below: (a) Borrower shall give Agent a Request for Loan. Each such written notice shall specify the amount of Loan which is the subject of the designation, if any; the amount of borrowings into which such borrowings are to be converted or for which an Interest Option is designated; the proposed date for the designation, continuation designation or conversion and the Interest Period, if any, selected by Borrower. The Request for Loan shall be irrevocable and shall be given to Agent no later than the applicable Rate Designation Date. The Agent shall promptly deliver the Request for Loan to the Lenders. (b) No more than ten five (105) LIBOR Eurodollar Rate Borrowings and Competitive Bid Loans with ten five (105) Interest Periods shall be in effect at any time. (c) Each designation, continuation designation or conversion of a LIBOR Eurodollar Rate Borrowing shall occur on a Eurodollar Business Day. (d) Except as provided in Section SECTION 3.5 hereof, no LIBOR Eurodollar Rate Borrowing shall be converted on any day other than the last day of the applicable Interest Period. (e) Unless a Request for Loan to the contrary is received as provided in this Agreement, each LIBOR Eurodollar Rate Borrowing will convert to a Base Rate Borrowing after the expiration of the Interest Period. (f) To the extent that any Default shall have occurred and shall continue to exist, Borrower shall not have the right to elect an Interest Period longer than one (1) month.

Designation and Conversion. Each Borrower shall have the right to designate, continue designate or convert its Interest Options in accordance with the provisions hereof. Provided no Event of Default has occurred and is continuing and subject to the last sentence of Section 3.3(a) and the provisions of Section 3.53.3(c), each Borrower may elect to have Adjusted LIBOR a Eurocurrency Rate apply or continue to apply to all or any portion of the principal balance of the Revolving its Notes, other than the Swing Loan Note. Each change in Interest Options shall be a conversion of the rate of interest applicable to the specified portion of the Loans, but such conversion shall not change the respective outstanding principal balance balances of the Revolving applicable Notes. The Interest Options shall be designated or converted in the manner provided below: (ai) The applicable Borrower shall give the applicable Agent telephonic notice, promptly confirmed by a Request for LoanRate Designation Notice (and the applicable Agent shall promptly inform each applicable Lender thereof). Each such telephonic and written notice shall specify the amount of the Loan (in Dollars or, if applicable, in the applicable Alternative Currency with the Dollar amount thereof calculated using the then current Exchange Rate) and type (i.e. U.S. Revolving Loan, Canadian Revolving Loan or U.K. Revolving Loan) which is the subject of the designation, if any; the amount of borrowings into which such borrowings are to be converted or for which an Interest Option is designated; the proposed date for the designation, continuation designation or conversion and the Interest PeriodPeriod or Periods, if any, selected by the applicable Borrower. The Request for Loan Such telephonic notice shall be irrevocable and shall be given to the applicable Agent no later than the applicable Rate Designation Date. The Agent shall promptly deliver the Request for Loan to the Lenders. (bii) No more than ten six (106) LIBOR Borrowings and Competitive Bid Loans with ten (10) Interest Periods shall be in effect with respect to the U.S. Revolving Loans at any time, no more than six (6) LIBOR Borrowings shall be in effect with respect to the Canadian Revolving Loans at any time and no more than six (6) LIBOR Borrowings shall be in effect with respect to the U.K. Revolving Loans at any time. No single LIBOR Borrowing may include any combination of any two or more of U.S. Revolving Loans, Canadian Revolving Loans and U.K. Revolving Loans. (ciii) Each designation, continuation designation or conversion of a LIBOR Borrowing shall occur on a Business Day. (div) Except as provided in Section 3.5 3.3(c) hereof, no LIBOR Borrowing shall may be converted to a Base Rate Borrowing or another LIBOR Borrowing on any day other than the last day of the applicable Interest Period. (ev) Unless Each request for a Request for Loan to the contrary is received as provided in this Agreement, each LIBOR Borrowing will convert shall be in the amount equal to a Base Rate Borrowing after the expiration $1,000,000 or an integral multiple of the Interest Period$100,000 in excess thereof. (fvi) To Each designation of an Interest Option with respect to the extent that U.S. Revolving Notes shall apply to all of the U.S. Revolving Notes ratably in accordance with their respective outstanding principal balances. Each designation of an Interest Option with respect to the Canadian Revolving Notes shall apply to all of the Canadian Revolving Notes ratably in accordance with their respective outstanding principal balances. Each designation of an Interest Option with respect to the U.K. Revolving Notes shall apply to all of the U.K. Revolving Notes ratably in accordance with their respective outstanding principal balances. If any Default Lender assigns an interest in any of its Notes when any LIBOR Borrowing is outstanding with respect thereto, then such assignee shall have occurred and shall continue to exist, Borrower shall not have the right to elect an Interest Period longer than one (1) monthits ratable interest in such LIBOR Borrowing.

Designation and Conversion. Each Borrower shall have the right to designate, continue designate or convert its Interest Options in accordance with the provisions hereof. Provided PROVIDED no Event of Default has occurred and is continuing and subject to the last sentence of SECTION 3.3(A) and the provisions of Section 3.5SECTION 3.3(C), each Borrower may elect to have Adjusted LIBOR a Eurodollar Rate apply or continue to apply to all or any portion of the principal balance of the Revolving Notes, its Notes (other than the Swing Loan NoteCanadian Dollar Notes). Each change in Interest Options shall be a conversion of the rate of interest applicable to the specified portion of the Loans, but such conversion shall not change the respective outstanding principal balance balances of the Revolving applicable Notes. The Interest Options shall be designated or converted in the manner provided below: (ai) The applicable Borrower shall give the applicable Agent telephonic notice, promptly confirmed by a Request for LoanRate Designation Notice (and the applicable Agent shall promptly inform each applicable Lender thereof). Each such telephonic and written notice shall specify the amount of the Loan which is the subject of the designation, if any; the amount of borrowings into which such borrowings are to be converted or for which an Interest Option is designated; the proposed date for the designation, continuation designation or conversion and the Interest PeriodPeriod or Periods, if any, selected by the applicable Borrower. The Request for Loan Such telephonic notice shall be irrevocable and shall be given to the applicable Agent no later than the applicable Rate Designation Date. The Agent shall promptly deliver the Request for Loan to the Lenders. (bii) No more than ten eight (10) 8) LIBOR Borrowings and Competitive Bid Loans with ten (10) Interest Periods shall be in effect with respect to the U.S. Loans at any time and no more than five (5) LIBOR Borrowings shall be in effect with respect to the Canadian Loans at any time. No single LIBOR Borrowing may include both U.S. Loans and Canadian Loans. (ciii) Each designation, continuation designation or conversion of a LIBOR Borrowing shall occur on a LIBOR Business Day. (div) Except as provided in Section 3.5 SECTION 3.3(C) hereof, no LIBOR Borrowing shall be converted to a Base Rate Borrowing or another LIBOR Borrowing on any day other than the last day of the applicable Interest Period. (ev) Unless Each request for a Request for Loan to the contrary is received as provided in this Agreement, each LIBOR Borrowing will convert shall be in an amount equal to a Base Rate Borrowing after the expiration $500,000 or an integral multiple of the Interest Period$100,000 in excess thereof. (fvi) To Each designation of an Interest Option with respect to the extent that U.S. Notes shall apply to all of the U.S. Notes ratably in accordance with their respective outstanding principal balances. Each designation of an Interest Option with respect to the Canadian Notes shall apply to all of the Canadian Notes ratably in accordance with their respective outstanding principal balances. If any Default Lender assigns an interest in any of its Notes when any LIBOR Borrowing is outstanding with respect thereto, then such assignee shall have occurred and its ratable interest in such LIBOR Borrowing. (vii) The entire outstanding principal balance of the Canadian Dollar Notes shall continue bear interest at the Canadian Prime Rate plus the applicable Margin Percentage from time to exist, Borrower shall not have the right to elect an Interest Period longer than one (1) monthtime in effect.

Designation and Conversion. Borrower shall have the right to designate, continue designate or convert its Interest Options in accordance with the provisions hereof. Provided no Event of Default has occurred and is continuing and subject to the provisions of Section 3.5, Borrower may elect to have Adjusted LIBOR a Eurodollar Rate apply or continue to apply to all or any portion of the principal balance of the Revolving Notes, other than the Swing Loan Note. Each change in Interest Options shall be a conversion of the rate of interest applicable to the specified portion of the Loans, but such conversion shall not change the respective outstanding principal balance of the Revolving Notes. The Interest Options shall be designated or converted in the manner provided below: (a) Borrower shall give Agent telephonic notice, promptly confirmed by a Request for LoanRate Designation Notice. Each such telephonic and written notice shall specify the amount of Loan which is the subject of the designation, if any; the amount of borrowings into which such borrowings are to be converted or for which an Interest Option is designated; the proposed date for the designation, continuation designation or conversion and the Interest Period, if any, selected by Borrower. The Request for Loan Such telephonic notice and the Rate Designation Notice shall be irrevocable and shall be given to Agent no later than the applicable Rate Designation Date. The Agent shall promptly deliver the Request for Loan Rate Designation Notice to the Lenders. (b) No more than ten twelve (1012) LIBOR Eurodollar Rate Borrowings and Competitive Bid Loans with ten twelve (1012) Interest Periods shall be in effect at any time. (c) Each designation, continuation designation or conversion of a LIBOR Eurodollar Rate Borrowing shall occur on a Eurodollar Business Day. (d) Except as provided in Section 3.5 hereof, no LIBOR Eurodollar Rate Borrowing shall be converted on any day other than the last day of the applicable Interest Period. (e) Unless a Request for Loan Rate Designation Notice to the contrary is received as provided in this Agreement, each LIBOR Eurodollar Rate Borrowing will convert to a Base Rate Borrowing after the expiration of the Interest Period. (f) To the extent that any Default shall have occurred and shall continue to exist, Borrower shall not have the right to elect an Interest Period longer than one (1) month.

Designation and Conversion. Each Borrower shall have the right to designate, continue designate or convert its Interest Options in accordance with the provisions hereof. Provided no Event of Default has occurred and is continuing and subject to the last sentence of Section 3.3(a) and the provisions of Section 3.53.3(c), each Borrower may elect to have Adjusted LIBOR a Eurodollar Rate apply or continue to apply to all or any portion of the principal balance of the Revolving Notes, its Notes (other than the Swing Loan NoteCanadian Dollar Notes). Each change in Interest Options shall be a conversion of the rate of interest applicable to the specified portion of the Loans, but such conversion shall not change the respective outstanding principal balance balances of the Revolving applicable Notes. The Interest Options shall be designated or converted in the manner provided below: (ai) The applicable Borrower shall give the applicable Agent telephonic notice, promptly confirmed by a Request for LoanRate Designation Notice (and the applicable Agent shall promptly inform each applicable Lender thereof). Each such telephonic and written notice shall specify the amount of the Loan which is the subject of the designation, if any; the amount of borrowings into which such borrowings are to be converted or for which an Interest Option is designated; the proposed date for the designation, continuation designation or conversion and the Interest PeriodPeriod or Periods, if any, selected by the applicable Borrower. The Request for Loan Such telephonic notice shall be irrevocable and shall be given to the applicable Agent no later than the applicable Rate Designation Date. The Agent shall promptly deliver the Request for Loan to the Lenders. (bii) No more than ten five (105) LIBOR Borrowings and Competitive Bid Loans with ten (10) Interest Periods shall be in effect with respect to the U.S. Loans at any time and no more than three (3) LIBOR Borrowings shall be in effect with respect to the Canadian Loans at any time. No single LIBOR Borrowing may include both U.S. Loans and Canadian Loans. (ciii) Each designation, continuation designation or conversion of a LIBOR Borrowing shall occur on a LIBOR Business Day. (div) Except as provided in Section 3.5 3.3(c) hereof, no LIBOR Borrowing shall be converted to a Base Rate Borrowing or another LIBOR Borrowing on any day other than the last day of the applicable Interest Period. (ev) Unless Each request for a Request for Loan to the contrary is received as provided in this Agreement, each LIBOR Borrowing will convert shall be in the amount equal to a Base Rate Borrowing after the expiration an integral multiple of the Interest Period$500,000. (fvi) To the extent that any Default shall have occurred and shall continue to exist, Borrower shall not have the right to elect Each designation of an Interest Period longer than one (1) month.Option with respect to the U.S. Notes shall apply to all of the U.S. Notes ratably in accordance with their respective outstanding principal balances. Each designation of an Interest Option with respect to the Canadian Notes shall apply to all of the Canadian Notes ratably in accordance with their respective outstanding principal balances. If any Lender assigns an interest in any of its Notes

Designation and Conversion. Borrower shall have the right to designate, continue designate or convert its Interest Options in accordance with the provisions hereof. Provided no Event Subject to the last sentence of Default has occurred Section 2.1 and is continuing and subject to the provisions of Section 3.52.3, Borrower may elect to have Adjusted LIBOR a Eurodollar Rate apply or continue to apply to all or any portion of the principal balance of the Revolving Notes, other than the Swing Loan Note. Each change in Interest Options shall be a conversion of the rate of interest applicable to the specified portion of the Loans, but such conversion shall not change the respective outstanding principal balance balances of the Revolving Notes. The Interest Options shall be designated or converted in the manner provided below: (a) Borrower shall give Agent telephonic notice, promptly confirmed by a Request for LoanRate Designation Notice. Each such telephonic and written notice shall specify the amount of the Loan and type (i.e. Revolving Loan or Term Loan) which is the subject of the designation, if any; the amount of borrowings into which such borrowings are to be converted or for which an Interest Option is designated; the proposed date for the designation, continuation designation or conversion and the Interest PeriodPeriod or Periods, if any, selected by Borrower. The Request for Loan Such telephonic notice shall be irrevocable and shall be given to Agent no later than the applicable Rate Designation Date. The Agent shall promptly deliver the Request for Loan to the Lenders. (b) No more than ten six (106) LIBOR Eurodollar Rate Borrowings and Competitive Bid Loans with ten (10) Interest Periods shall be in effect at any time. (c) Each designation, continuation designation or conversion of a LIBOR Eurodollar Rate Borrowing shall occur on a Eurodollar Business Day. (d) Except as provided in Unless the Borrower makes the payment required by Section 3.5 2.3(d) hereof, no LIBOR Eurodollar Rate Borrowing shall be converted to a Base Rate Borrowing on any day other than the last day of the applicable Interest Period. (e) Unless a Request for Loan to the contrary is received as provided in this Agreement, each LIBOR Borrowing will convert to a Base Each Eurodollar Rate Borrowing after shall be in the expiration amount of the Interest Periodat least $1,000,000. (f) To Each designation of an Interest Option with respect to the extent that Revolving Notes or the Term Notes shall apply to all of the Revolving Notes or Term Notes, respectively, ratably in accordance with their respective outstanding principal balances. If any Default Lender assigns an interest in any of its Notes when any Eurodollar Rate Borrowing is outstanding with respect thereto, then such assignee shall have occurred and shall continue to exist, Borrower shall not have the right to elect an Interest Period longer than one (1) monthits ratable interest in such Eurodollar Rate Borrowing.

Designation and Conversion. Borrower The Company shall have the right to designate, continue designate or convert its Interest Options in accordance with the provisions hereof. Provided no Event of Default has occurred and is continuing and subject to the provisions of the last sentence of Subsection 2.09(a) hereinabove and of Section 3.52.10 hereof, Borrower the Company may elect to have Adjusted the LIBOR Rate apply or continue to apply to all or any portion of the outstanding principal balance of the Revolving Notes, other than the Swing Loan NoteLoans. Each change in Interest Options shall be a conversion of the rate of interest applicable to the specified portion of the Loans, but such conversion alone shall not change the respective outstanding principal balance amount of the Revolving NotesLoans. The Interest Options shall be designated or converted in the manner provided below: (a) Borrower i. The Company shall give the Agent a Request for Loannotice by telephone or facsimile promptly confirmed by written notice (the “Rate Selection Notice”) substantially in the form of Exhibit E hereto. Each such telephone or facsimile and written notice shall specify the amount and type of Loan borrowings which is are the subject of the designation, if any; the amount and type of borrowings into which such borrowings are to be converted or for which an Interest Option is designated; the proposed date for the designation, continuation designation or conversion (which, in the case of conversion of LIBOR Rate Borrowings, shall be the last day of the LIBOR Interest Period applicable thereto) and the LIBOR Interest PeriodPeriod or Periods, if any, selected by Borrowerthe Company. The Request for Loan Such notice by telephone or facsimile shall be irrevocable and shall be given to the Agent no later than the applicable Rate Designation Selection Date. The Agent If (a) a new Loan is to be a LIBOR Rate Borrowing, (b) an existing LIBOR Rate Borrowing is maturing at the time that a new Loan is being requested and the Company is electing to have such existing portion of the outstanding principal balance of the Loans going forward bear interest at the same Interest Option and for the same LIBOR Interest Period as the new Loan, or (c) a portion of an Alternate Base Rate Borrowing is to be converted so as to bear interest at the same Interest Option and for the same LIBOR Interest Period as the new Loan, then the Rate Selection Notice shall promptly deliver be included in the Request for Loan Extension of Credit and Certificate of No Default applicable to the Lenders. (b) No more than ten (10) LIBOR Borrowings and Competitive Bid Loans with ten (10) Interest Periods new Loan, which shall be in effect at any time. (c) Each designation, continuation or conversion of a LIBOR Borrowing shall occur on a Business Day. (d) Except as provided in Section 3.5 hereof, given to the Agent no LIBOR Borrowing shall be converted on any day other later than the last day of the applicable Interest PeriodRate Selection Date. (e) Unless a Request for Loan to the contrary is received as provided in this Agreement, each LIBOR Borrowing will convert to a Base Rate Borrowing after the expiration of the Interest Period. (f) To the extent that any Default shall have occurred and shall continue to exist, Borrower shall not have the right to elect an Interest Period longer than one (1) month.

Designation and Conversion. Each Borrower shall have the right to designate, continue designate or convert its Interest Options in accordance with the provisions hereof. Provided no Event of Default has occurred and is continuing and subject to the last sentence of Section 3.3(a) and the provisions of Section 3.53.3(c), the U.S. Borrower and either Canadian Borrower may elect to have Adjusted LIBOR a Eurodollar Rate apply or continue to apply to all or any portion of the principal balance of the Revolving Notes, its Notes (other than the Swing Loan NoteCanadian Dollar Notes) and Norwegian Borrower may elect to have a Eurokrone Rate apply or continue to apply to all or any portion of the principal balance of its Notes. Each change in Interest Options shall be a conversion of the rate of interest applicable to the specified portion of the Loans, but such conversion shall not change the respective outstanding principal balance balances of the Revolving applicable Notes. The Interest Options shall be designated or converted in the manner provided below: (a) : The applicable Borrower shall give the applicable Administrative Agent telephonic notice, promptly confirmed by a Request for LoanRate Designation Notice (and the applicable Administrative Agent shall promptly inform each applicable Lender thereof). Each such telephonic and written notice shall specify the amount of the Loan which is the subject of the designation, if any; the amount of borrowings into which such borrowings are to be converted or for which an Interest Option is 50 designated; the proposed date for the designation, continuation designation or conversion and the Interest PeriodPeriod or Periods, if any, selected by the applicable Borrower. The Request for Loan Such telephonic notice shall be irrevocable and shall be given to the applicable Administrative Agent no later than the applicable Rate Designation Date. The Agent shall promptly deliver the Request for Loan to the Lenders. (b) No more than ten five (105) LIBOR Borrowings and Competitive Bid Loans with ten (10) Interest Periods shall be in effect with respect to the U.S. Loans at any time. (c) , no more than 3 LIBOR Borrowings shall be in effect with respect to the Canadian Loans at any time and no more than 5 LIBOR Borrowings shall be in effect with respect to the Norwegian Loans at any time. No single LIBOR Borrowing may include both U.S. Loans and Canadian Loans or Norwegian Loans. Each designation, continuation designation or conversion of a LIBOR Borrowing shall occur on a LIBOR Business Day. (d) . Each designation or conversion of a NIBOR Borrowing shall occur on a NIBOR Business Day. Except as provided in Section 3.5 3.3(c) hereof, no LIBOR Borrowing shall be converted to a Base Rate Borrowing or another LIBOR Borrowing on any day other than the last day of the applicable Interest Period. (e) Unless a Request . Each request for Loan to the contrary is received as provided in this Agreement, each LIBOR Borrowing will convert to a Base Rate Borrowing after shall be in the expiration amount at least equal to the lesser of the Interest Period. (f) To the extent that any Default shall have occurred and shall continue to exist, Borrower shall not have the right to elect an Interest Period longer than one (1) monththe unutilized portion of the U.S. Commitments or (2) US$500,000 and an integral multiple of US$100,000 in excess thereof. Each request for a LIBOR Borrowing shall be in the amount at least equal to the lesser of (1) the unutilized portion of the U.S. Commitments, Canadian Commitments or Norwegian Commitments, as the case may be or (2) US$5,000,000 and an integral multiple of US$1,000,000 in excess thereof. Each request for a NIBOR Borrowing shall be in the amount at least equal to the lesser of (1) the unutilized portion of the Norwegian Commitments or (2) NOK50,000,000 and an integral multiple of NOK10,000,000 in excess thereof. Each designation of an Interest Option with respect to the U.S. Notes shall apply to all of the U.S. Notes ratably in accordance with their respective outstanding principal balances. Each designation of an Interest Option with respect to the Canadian Notes shall apply to all of the Canadian Notes ratably in accordance with their respective outstanding principal balances. If any Lender assigns an interest in any of its Notes when any LIBOR Borrowing is outstanding with respect thereto, then such assignee shall have its ratable interest in such LIBOR Borrowing. The entire outstanding principal balance of the Canadian Dollar Notes shall bear interest at the Canadian Prime Rate. The entire outstanding principal balance of the Banker's Acceptances shall bear interest at the Applicable BA Discount Rate. The entire outstanding balance of the Norwegian Krone Notes shall bear interest at the Norwegian Prime Rate.

Designation and Conversion. Borrower The Company shall have the right to designate, continue designate or convert its Interest Options in accordance with the provisions hereof. Provided no Event of Default has occurred and is continuing and subject to the provisions of the last sentence of Subsection 2.10(a) hereinabove and of Section 3.52.11 hereof, Borrower the Company may elect to have Adjusted the LIBOR Rate apply or continue to apply to all or any portion of the principal balance of the Revolving Notes, other than the Swing Loan Note. Each change in Interest Options shall be a conversion of the rate of interest applicable to the specified portion of the Loans, but such conversion alone shall not change the respective outstanding principal balance of the Revolving NotesNotes and such conversion alone shall not be construed to make this Agreement a revolving credit facility. The Interest Options shall be designated or converted in the manner provided below: (a1) Borrower The Company shall give the Agent a Request for Loannotice by telephone, promptly confirmed by written notice (the "Rate Selection Notice") substantially in the form of Exhibit E hereto. Each such telephone and written notice shall specify the amount and type of Loan borrowings which is are the subject of the designation, if any; the amount and type of borrowings into which such borrowings are to be converted or for which an Interest Option is designated; the proposed date for the designation, continuation designation or conversion (which, in the case of conversion of LIBOR Rate Borrowings, shall be the last day of the LIBOR Interest Period applicable thereto) and the LIBOR Interest PeriodPeriod or Periods, if any, selected by Borrowerthe Company. The Request for Loan Such notice by telephone shall be irrevocable and shall be given to the Agent no later than the applicable Rate Designation Selection Date. The Agent If (a) a new Loan is to be a LIBOR Rate Borrowing, (b) an existing LIBOR Rate Borrowing is maturing at the time that a new Loan is being requested and the Company is electing to have such existing portion of the outstanding principal balance of the Notes going forward bear interest at the same Interest Option and for the same LIBOR Interest Period as the new Loan, or (c) a portion of the Alternate Rate Borrowing is to be converted so as to bear interest at the same Interest Option and for the same LIBOR Interest Period as the new Loan, then the Rate Selection Notice shall promptly deliver be included in the Request for Loan Extension of Credit and Certificate of No Default applicable to the Lendersnew Loan, which shall be given to the Agent no later than the applicable Rate Selection Date. (b2) No more than ten five (105) LIBOR Borrowings and Competitive Bid Loans with ten (10) Interest Periods shall be in effect at any one time. Each LIBOR Rate Borrowing shall be in the amount of at least $500,000. (3) Principal included in any borrowing shall not be included in any other borrowing which exists at the same time. (c4) Each designation, continuation designation or conversion of a LIBOR Borrowing shall occur on a Business Day (and, for LIBOR Rate Borrowings, on a LIBOR Business Day). (d5) Except as provided in Section 3.5 2.11 hereof, no LIBOR Rate Borrowing shall be converted on any day other than the last day of the applicable LIBOR Interest Period. (e) Unless a Request for Loan to the contrary is received as provided in this Agreement, each LIBOR Borrowing will convert to a Base Rate Borrowing after the expiration of the Interest Period. (f) To the extent that any Default shall have occurred and shall continue to exist, Borrower shall not have the right to elect an Interest Period longer than one (1) month.

Designation and Conversion. Borrower shall have the right to designate, continue designate or convert its Interest Options in accordance with the provisions hereof. Provided PROVIDED no Event of Default has occurred and is continuing and subject to the last sentence of SECTION 3.3(A) and the provisions of Section 3.5SECTION 3.3(C), Borrower may elect to have Adjusted LIBOR a Eurodollar Rate apply or continue to apply to all or any portion of the principal balance of the Revolving Notes, other than the Swing Loan Note. Each change in Interest Options shall be a conversion of the rate of interest applicable to the specified portion of the Loans, but such conversion shall not change the respective outstanding principal balance balances of the Revolving Notes. The Interest Options shall be designated or converted in the manner provided below: (ai) Borrower shall give Agent telephonic notice, promptly confirmed by a Request for LoanRate Designation Notice (and Agent shall promptly inform each Lender thereof). Each such telephonic and written notice shall specify the amount of the Loan which is the subject of the designation, if any; the amount of borrowings into which such borrowings are to be converted or for which an Interest Option is designated; the proposed date for the designation, continuation designation or conversion and the Interest PeriodPeriod or Periods, if any, selected by Borrower. The Request for Loan Such telephonic notice shall be irrevocable and shall be given to Agent no later than the applicable Rate Designation Date. The Agent shall promptly deliver the Request for Loan to the Lenders. (bii) No more than ten eight (10) 8) LIBOR Borrowings and Competitive Bid Loans with ten (10) Interest Periods shall be in effect with respect to the Loans at any time. (ciii) Each designation, continuation designation or conversion of a LIBOR Borrowing shall occur on a LIBOR Business Day. (div) Except as provided in Section 3.5 hereof, no Each request for a LIBOR Borrowing shall be converted on any day other than in the last day amount equal to an integral multiple of the applicable Interest Period$250,000. (ev) Unless a Request for Loan Each designation of an Interest Option with respect to the contrary is received as provided Revolving Notes shall apply to all of the Revolving Notes ratably in this Agreement, each accordance with their respective outstanding principal balances. If any Lender assigns an interest in any of its Notes when any LIBOR Borrowing will convert to a Base Rate Borrowing after the expiration of the Interest Period. (f) To the extent that any Default is outstanding with respect thereto, then such assignee shall have occurred and shall continue to exist, Borrower shall not have the right to elect an Interest Period longer than one (1) monthits ratable interest in such LIBOR Borrowing.

Designation and Conversion. Borrower shall have the right to designate, continue designate or convert its Interest Options in accordance with the provisions hereof. Provided no Event of Default has occurred and is continuing and subject to the last sentence of Section 3.3(a) and the provisions of Section 3.53.3(c), Borrower may elect to have Adjusted LIBOR a Eurodollar Rate apply or continue to apply to all or any portion of the principal balance of the Revolving Notes, other than the Swing Loan Note. Each change in Interest Options shall be a conversion of the rate of interest applicable to the specified portion of the Loans, but such conversion shall not change the respective outstanding principal balance balances of the Revolving Notes. The Interest Options shall be designated or converted in the manner provided below: (ai) Borrower shall give Agent telephonic notice, promptly confirmed by a Request for LoanRate Designation Notice (and Agent shall promptly inform each Lender thereof). Each such telephonic and written notice shall specify the amount of the Loan which is the subject of the designation, if any; the amount of borrowings into which such borrowings are to be converted or for which an Interest Option is designated; the proposed date for the designation, continuation designation or conversion and the Interest PeriodPeriod or Periods, if any, selected by Borrower. The Request for Loan Such telephonic notice shall be irrevocable and shall be given to Agent no later than the applicable Rate Designation Date. The Agent shall promptly deliver the Request for Loan to the Lenders. (bii) No more than ten five (105) LIBOR Borrowings and Competitive Bid Loans with ten (10) Interest Periods shall be in effect at any time. (ciii) Each designationadvance, continuation designation or conversion of a LIBOR Borrowing shall occur on a LIBOR Business Day. (div) Except as provided in Section 3.5 3.3(c) hereof, no LIBOR Borrowing shall may be converted to a Base Rate Borrowing or another LIBOR Borrowing on any day other than the last day of the applicable Interest Period. (ev) Unless Each request for a Request for Loan to the contrary is received as provided in this Agreement, each LIBOR Borrowing will convert shall be in the amount equal to a Base Rate Borrowing after the expiration $5,000,000 or an integral multiple of the Interest Period$1,000,000 in excess thereof. (fvi) To Subject to Section 3.3(c)(i), each designation of an Interest Option with respect to the extent that Notes shall apply to all of the Notes ratably in accordance with their respective outstanding principal balances. If any Default Lender assigns an interest in its Note when any LIBOR Borrowing is outstanding with respect thereto, then such assignee shall have occurred and shall continue to exist, Borrower shall not have the right to elect an Interest Period longer than one (1) monthits ratable interest in such LIBOR Borrowing.

Designation and Conversion. Borrower shall have the right to designate, continue designate or convert its Interest Options in accordance with the provisions hereof. Provided no Event of Default has occurred and is continuing and subject to the provisions of Section 3.5, Borrower may elect to have Adjusted LIBOR a Eurodollar Rate apply or continue to apply to all or any portion of the principal balance of the Revolving Notes, other than the Swing Loan Note. Each change in Interest Options shall be a conversion of the rate of interest applicable to the specified portion of the Loans, but such conversion shall not change the respective outstanding principal balance of the Revolving Notes. The Interest Options shall be designated or converted in the manner provided below: (a) Borrower shall give Agent a Request for Loan. Each such written notice shall specify the amount of Loan which is the subject of the designation, if any; the amount of borrowings into which such borrowings are to be converted or for which an Interest Option is designated; the proposed date for the designation, continuation designation or conversion and the Interest Period, if any, selected by Borrower. The Request for Loan shall be irrevocable and shall be given to Agent no later than the applicable Rate Designation Date. The Agent shall promptly deliver the Request for Loan to the Lenders. (b) No more than ten (10) LIBOR Eurodollar Rate Borrowings and Competitive Bid Loans with ten (10) Interest Periods shall be in effect at any time. (c) Each designation, continuation designation or conversion of a LIBOR Eurodollar Rate Borrowing shall occur on a Eurodollar Business Day. (d) Except as provided in Section 3.5 hereof, no LIBOR Eurodollar Rate Borrowing shall be converted on any day other than the last day of the applicable Interest Period. (e) Unless a Request for Loan to the contrary is received as provided in this Agreement, each LIBOR Eurodollar Rate Borrowing will convert to a Base Rate Borrowing after the expiration of the Interest Period. (f) To the extent that any Default shall have occurred and shall continue to exist, Borrower shall not have the right to elect an Interest Period longer than one (1) month.

Designation and Conversion. Borrower shall have the right to designate, continue -------------------------- designate or convert its Interest Options in accordance with the provisions hereof. Provided no Event of Default has occurred and is continuing and subject to the provisions of Section 3.5, Borrower may elect to have Adjusted LIBOR a Eurodollar Rate ----------- apply or continue to apply to all or any portion of the principal balance of the Revolving Notes, other than the Swing Loan Note. Each change in Interest Options shall be a conversion of the rate of interest applicable to the specified portion of the Loans, but such conversion shall not change the respective outstanding principal balance of the Revolving Notes. The Interest Options shall be designated or converted in the manner provided below: (a) Borrower shall give Agent a Request for Loan. Each such written notice shall specify the amount of Loan which is the subject of the designation, if any; the amount of borrowings into which such borrowings are to be converted or for which an Interest Option is designated; the proposed date for the designation, continuation designation or conversion and the Interest Period, if any, selected by Borrower. The Request for Loan shall be irrevocable and shall be given to Agent no later than the applicable Rate Designation Date. The Agent shall promptly deliver the Request for Loan to the Lenders. (b) No more than ten twelve (1012) LIBOR Eurodollar Rate Borrowings and Competitive Bid Loans with ten twelve (1012) Interest Periods shall be in effect at any time. (c) Each designation, continuation designation or conversion of a LIBOR Eurodollar Rate Borrowing shall occur on a Eurodollar Business Day. (d) Except as provided in Section 3.5 hereof, no LIBOR Eurodollar Rate ----------- Borrowing shall be converted on any day other than the last day of the applicable Interest Period. (e) Unless a Request for Loan to the contrary is received as provided in this Agreement, each LIBOR Eurodollar Rate Borrowing will convert to a Base Rate Borrowing after the expiration of the Interest Period. (f) To the extent that any Default shall have occurred and shall continue to exist, Borrower shall not have the right to elect an Interest Period longer than one (1) month.

Designation and Conversion. Each Borrower shall have the right to designate, continue designate or convert its Interest Options in accordance with the provisions hereof. Provided no Event of Default has occurred and is continuing and subject to the last sentence of Section 3.3(a) and the provisions of Section 3.53.3(c), each Borrower may elect to have Adjusted LIBOR a Eurodollar Rate apply or continue to apply to all or any portion of the principal balance of the Revolving Notes, its Notes (other than the Swing Loan NoteCanadian Dollar Revolving Notes). Each change in Interest Options shall be a conversion of the rate of interest applicable to the specified portion of the Loans, but such conversion shall not change the respective outstanding principal balance balances of the Revolving applicable Notes. The Interest Options shall be designated or converted in the manner provided below: (ai) The applicable Borrower shall give the applicable Agent telephonic notice, promptly confirmed by a Request for LoanRate Designation Notice (and the applicable Agent shall promptly inform each applicable Lender thereof). Each such telephonic and written notice shall specify the amount of the Loan and type (i.e. U.S. Revolving Loan, Canadian Revolving Loan or Term Loan) which is the subject of the designation, if any; the amount of borrowings into which such borrowings are to be converted or for which an Interest Option is designated; the proposed date for the designation, continuation designation or conversion and the Interest PeriodPeriod or Periods, if any, selected by the applicable Borrower. The Request for Loan Such telephonic notice shall be irrevocable and shall be given to the applicable Agent no later than the applicable Rate Designation Date. The Agent shall promptly deliver the Request for Loan to the Lenders. (bii) No more than ten three (103) LIBOR Borrowings and Competitive Bid Loans with ten (10) Interest Periods shall be in effect with respect to the U.S. Revolving Loans at any time and no more than three (3) LIBOR Borrowings shall be in effect with respect to the Canadian Revolving Loans at any time. No more than three (3) LIBOR Borrowings shall be in effect with respect to the Term Loans at any time. No single LIBOR Borrowing may include any combination of any two or more of U.S. Revolving Loans, Canadian Revolving Loans and Term Loans. (ciii) Each designation, continuation designation or conversion of a LIBOR Borrowing shall occur on a LIBOR Business Day. (div) Except as provided in Section 3.5 3.3(c) hereof, no LIBOR Borrowing shall may be converted to a Base Rate Borrowing or another LIBOR Borrowing on any day other than the last day of the applicable Interest Period. (ev) Unless Each request for a Request for Loan to the contrary is received as provided in this Agreement, each LIBOR Borrowing will convert shall be in the amount equal to a Base Rate Borrowing after the expiration $500,000 or an integral multiple of the Interest Period$100,000 in excess thereof. (fvi) To Each designation of an Interest Option with respect to the extent that U.S. Revolving Notes shall apply to all of the U.S. Revolving Notes ratably in accordance with their respective outstanding principal balances. Each designation of an Interest Option with respect to the Canadian Revolving Notes shall apply to all of the Canadian Revolving Notes ratably in accordance with their respective outstanding principal balances. Each designation of an Interest Option with respect to the Term Notes shall apply to all of the Term Notes ratably in accordance with their respective outstanding principal balances. If any Default Lender assigns an interest in any of its Notes when any LIBOR Borrowing is outstanding with respect thereto, then such assignee shall have occurred and its ratable interest in such LIBOR Borrowing. (vii) The entire outstanding principal balance of the Canadian Dollar Revolving Notes shall continue to exist, Borrower shall not have bear interest at the right to elect an Interest Period longer than one (1) monthCanadian Prime Rate.

Designation and Conversion. Borrower shall have the right to designate, continue designate or convert its Interest Options in accordance with the provisions hereof. Provided PROVIDED no Event of Default has occurred and is continuing and subject to the last sentence of SECTION 3.3(a) and the provisions of Section 3.5SECTION 3.3(c), Borrower may elect to have Adjusted LIBOR a Eurodollar Rate apply or continue to apply to all or any portion of the principal balance of the Revolving Notes, other than the Swing Loan Note. Each change in Interest Options shall be a conversion of the rate of interest applicable to the specified portion of the Loans, but such conversion shall not change the respective outstanding principal balance balances of the Revolving Notes. The Interest Options shall be designated or converted in the manner provided below: (ai) Borrower shall give Agent telephonic notice, promptly confirmed by a Request for LoanRate Designation Notice (and Agent shall promptly inform each Lender thereof). Each such telephonic and written notice shall specify the amount of the Loan which is the subject of the designation, if any; the amount of borrowings into which such borrowings are to be converted or for which an Interest Option is designated; the proposed date for the designation, continuation designation or conversion and the Interest PeriodPeriod or Periods, if any, selected by Borrower. The Request for Loan Such telephonic notice shall be irrevocable and shall be given to Agent no later than the applicable Rate Designation Date. The Agent shall promptly deliver the Request for Loan to the Lenders. (bii) No more than ten (10) LIBOR Borrowings and Competitive Bid Loans with ten (10) Interest Periods shall be in effect with respect to the Loans at any time. (ciii) Each designation, continuation designation or conversion of a LIBOR Borrowing shall occur on a LIBOR Business Day. (div) Except as provided in Section 3.5 hereof, no Each request for a LIBOR Borrowing shall be converted on any day other than in the last day amount equal to an integral multiple of $2,000,000 or an integral multiple of $100,000 in excess thereof. v) Each designation of an Interest Option with respect to the Revolving Notes shall apply to all of the applicable Interest Period. (e) Unless a Request for Loan to the contrary is received as provided Revolving Notes ratably in this Agreement, each accordance with their respective outstanding principal balances. If any Lender assigns an interest in any of its Notes when any LIBOR Borrowing will convert to a Base Rate Borrowing after the expiration of the Interest Period. (f) To the extent that any Default is outstanding with respect thereto, then such assignee shall have occurred and shall continue to exist, Borrower shall not have the right to elect an Interest Period longer than one (1) monthits ratable interest in such LIBOR Borrowing.