Common use of Interest and Interest Payment Dates Clause in Contracts

Interest and Interest Payment Dates. In lieu of having interest charged at the rate based upon the Base Rate, Borrowers shall have the option (the "LIBOR Option") to have interest on all or a portion of the Advances be charged at a rate of interest based upon the LIBOR Rate. Interest on LIBOR Rate Loans shall be payable on the earliest of (i) the last day of the Interest Period applicable thereto, and in addition, with respect to any Interest Period of 6 months, on the date that is three months after the first day of the Interest Period applicable thereto, (ii) the occurrence of an Event of Default in consequence of which the Required Lenders or Agent on behalf thereof have elected to accelerate the maturity of all or any portion of the Obligations, or (iii) termination of this Agreement pursuant to the terms hereof. On the last day of each applicable Interest Period, unless Administrative Borrower properly has exercised the LIBOR Option with respect thereto, the interest rate applicable to such LIBOR Rate Loan automatically shall convert to the rate of interest then applicable to Base Rate Loans of the same type hereunder. At any time that an Event of Default has occurred and is continuing, Borrowers no longer shall have the option to request that Advances bear interest at a rate based upon the LIBOR Rate and Agent shall have the right to convert the interest rate on all outstanding LIBOR Rate Loans to the rate then applicable to Base Rate Loans hereunder.

Interest and Interest Payment Dates. In lieu of having interest charged at the rate based upon the Base Rate, Borrowers Borrower shall have the option option, subject to Section 2.12(b) below (the "“LIBOR Option"”) to have interest on all or a portion of the Advances be charged (whether at the time when made (unless otherwise provided herein), upon conversion from a Base Rate Loan to a LIBOR Rate Loan, or upon continuation of a LIBOR Rate Loan as a LIBOR Rate Loan) at a rate of interest based upon the LIBOR Rate. Interest on LIBOR Rate Loans shall be payable on the earliest of (i) the last day of the Interest Period applicable thereto, and in addition, with respect to any Interest Period of 6 months, on the date that is three months after the first day of the Interest Period applicable thereto, ; (ii) the occurrence of an Event of Default in consequence of date on which the Required Lenders or Agent on behalf thereof have elected to accelerate the maturity of all or any portion of the ObligationsObligations are accelerated pursuant to the terms hereof, or (iii) termination of the date on which this Agreement is terminated pursuant to the terms hereof. On the last day of each applicable Interest Period, unless Administrative Borrower properly has exercised the LIBOR Option with respect thereto, the interest rate applicable to such LIBOR Rate Loan automatically shall convert to the rate of interest then applicable to Base Rate Loans of the same type hereunder. At any time that an Event of Default has occurred and is continuing, Borrowers Borrower no longer shall have the option to request that Advances bear interest at a rate based upon the LIBOR Rate Rate. *** Certain confidential information has been omitted and Agent shall have filed separately with the right to convert the interest rate on all outstanding LIBOR Rate Loans Commission. Confidential treatment has been requested with respect to the rate then applicable to Base Rate Loans hereunderomitted portions.

Interest and Interest Payment Dates. In lieu of having interest charged at the rate based upon the Base Rate, Borrowers Borrower shall have the option option, subject to Section 2.12(b) below (the "LIBOR Option") to have interest on all or a portion of the Advances Revolving Loans be charged (whether at the time when made (unless otherwise provided herein), upon conversion from a Base Rate Loan to a LIBOR Rate Loan, or upon continuation of a LIBOR Rate Loan as a LIBOR Rate Loan) at a rate of interest based upon the LIBOR Rate. Interest on LIBOR Rate Loans shall be payable in arrears on the earliest of (i) the first day of each month, (ii) the last day of the Interest Period applicable thereto, and in addition, with respect to any Interest Period of 6 months, on (iii) the date that is three months after the first day of the Interest Period applicable thereto, (ii) the occurrence of an Event of Default in consequence of on which the Required Lenders or Agent on behalf thereof have elected to accelerate the maturity of all or any portion of the ObligationsObligations are accelerated pursuant to the terms hereof, or (iiiiv) termination of the date on which this Agreement is terminated pursuant to the terms hereof. On the last day of each applicable Interest Period, unless Administrative Borrower properly has exercised the LIBOR Option with respect thereto, the interest rate applicable to such LIBOR Rate Loan automatically shall convert to the rate of interest then applicable to Base Rate Loans of the same type hereunder. At any time that an Event of Default has occurred and is continuing, Borrowers Borrower no longer shall have the option to request that Advances Revolving Loans bear interest at a rate based upon the LIBOR Rate. The parties hereto agree that all interest periods with respect to "Eurodollar Rate Loans" under the Second Amended Loan Agreement in existence as of the Closing Date shall be deemed for all purposes to be Interest Periods selected under this Agreement for a like period, commencing and Agent shall have ending on the right to convert same dates as the existing interest rate on all outstanding LIBOR Rate Loans to the rate then applicable to Base Rate Loans hereunderperiods.

Interest and Interest Payment Dates. In lieu of having interest charged at the rate based upon the Base Rate, Borrowers shall have the option option, subject to Section 2.12(b) below (the "“LIBOR Option"”) to have interest on all or a portion of the Advances Revolving Loans, the Term Loan A or the Term Loan B be charged (whether at the time when made (unless otherwise provided herein), upon conversion from a Base Rate Loan to a LIBOR Rate Loan, or upon continuation of a LIBOR Rate Loan as a LIBOR Rate Loan) at a rate of interest based upon the LIBOR Rate. Interest on LIBOR Rate Loans shall be payable on the earliest of (i) the last day of the Interest Period applicable thereto; provided, that, subject to the following clauses (ii) and (iii), in addition, with respect to the case of any Interest Period greater than three months in duration, interest shall be payable at three month intervals after the commencement of 6 months, the applicable Interest Period and on the date that is three months after the first last day of the such Interest Period applicable theretoPeriod), (ii) the occurrence of an Event of Default in consequence of date on which the Required Lenders or Agent on behalf thereof have elected to accelerate the maturity of all or any portion of the ObligationsObligations are accelerated pursuant to the terms hereof, or (iii) termination of the date on which this Agreement is terminated pursuant to the terms hereof. On the last day of each applicable Interest Period, unless Administrative Borrower Borrowers have properly has exercised the LIBOR Option with respect thereto, the interest rate applicable to such LIBOR Rate Loan automatically shall convert to the rate of interest then applicable to Base Rate Loans of the same type hereunder. At any time that an Event of Default has occurred and is continuing, continuing Borrowers no longer shall have the option to request that Advances Revolving Loans bear interest at a rate based upon the LIBOR Rate and Agent shall have the right to convert the interest rate on all outstanding LIBOR Rate Loans to the rate then applicable to Base Rate Loans hereunderRate.

Interest and Interest Payment Dates. In lieu of having interest charged at the rate based upon the Base Rate, Borrowers shall have the option (the "“LIBOR Option"”) to have interest on all or a portion of the Advances or Term Loan be charged at a rate of interest based upon the LIBOR Rate. Interest on LIBOR Rate Loans shall be payable on the earliest of (i) the last day of the Interest Period applicable thereto, and in addition, with respect to any Interest Period of 6 months, on the date that is three months after the first day of the Interest Period applicable thereto, (ii) the occurrence of an Event of Default in consequence of which the Required Lenders or Agent on behalf thereof have elected to accelerate the maturity of all or any portion of the Obligations, or (iii) termination of this Agreement pursuant to the terms hereof. On the last day of each applicable Interest Period, unless Administrative Borrower properly has exercised the LIBOR Option with respect thereto, the interest rate applicable to such LIBOR Rate Loan automatically shall convert to the rate of interest then applicable to Base Rate Loans of the same type hereunder. At any time that an Event of Default has occurred and is continuing, Borrowers no longer shall have the option to request that Advances or any portion of the Term Loan bear interest at a rate based upon the LIBOR Rate and Agent shall have the right to convert the interest rate on all outstanding LIBOR Rate Loans to the rate then applicable to Base Rate Loans hereunder.

Interest and Interest Payment Dates. In lieu of having interest charged at the rate based upon the Base Rate, Borrowers shall have the option (the "“LIBOR Option"”) to have interest on all or a portion of the Advances or Term Loan be charged at a rate of interest based upon the LIBOR Rate. Interest on LIBOR Rate Loans shall be payable on the earliest of (i) (A) if the Interest Period with respect to such LIBOR Rate Loan has a duration of 6 months, each of (1) the first Business Day 90 or more days following the first day of such Interest Period and (2) the last day of such Interest Period applicable thereto or (B) if the Interest Period applicable thereto, and in addition, with respect to any Interest Period such LIBOR Rate Loan has a duration of less than 6 months, on the date that is three months after the first last day of the Interest Period applicable thereto, (ii) the occurrence of an Event of Default in consequence of which the Required Lenders or Agent on behalf thereof have Lender has elected to accelerate the maturity of all or any portion of the Obligations, or (iii) termination of this Agreement pursuant to the terms hereof. On the last day of each applicable Interest Period, unless Administrative Borrower properly has exercised the LIBOR Option with respect thereto, the interest rate applicable to such LIBOR Rate Loan automatically shall convert to the rate of interest then applicable to Base Rate Loans of the same type hereunder. At any time that an Event of Default has occurred and is continuing, Borrowers no longer shall have the option to request that Advances or any portion of the Term Loan bear interest at a rate based upon the LIBOR Rate and Agent the Lender shall have the right to convert the interest rate on all outstanding LIBOR Rate Loans to the rate then applicable to Base Rate Loans hereunder.

Interest and Interest Payment Dates. In lieu of having interest charged at the rate based upon the Base Rate, Borrowers shall have the option (the "LIBOR Option") to have interest on all or a portion of the Advances be charged at a rate of interest based upon the LIBOR Rate. Interest on LIBOR Rate Loans shall be payable on the earliest of (i) the last day of the Interest Period applicable thereto, and in addition, with respect to any Interest Period of 6 months, on the date that is three months after the first day of the Interest Period applicable thereto, (ii) the occurrence of an Event of Default in consequence of which the Required Lenders or Agent on behalf thereof have elected elect to accelerate the maturity of all or any portion of the Obligations, Obligations or (iii) termination of this Agreement pursuant to the terms hereof. On the last day of each applicable Interest Period, unless Administrative Borrower properly has exercised the LIBOR Option with respect thereto, the interest rate applicable to such LIBOR Rate Loan automatically shall convert to the rate of interest then applicable to Base Rate Loans of the same type hereunder. At any time that an Event of Default has occurred and is continuing, Borrowers no longer shall have the option to request that Advances bear interest at a rate based upon the LIBOR Rate and Agent shall have the right to convert the interest rate on all outstanding LIBOR Rate Loans to the rate then applicable to Base Rate Loans hereunder.

Interest and Interest Payment Dates. In lieu of having interest charged at the rate based upon the Base Rate, Borrowers shall have the option option, subject to Section 2.12(b) below (the "“LIBOR Option"”) to have interest on all or a portion of the Advances Revolving Loans be charged (whether at the time when made (unless otherwise provided herein), upon conversion from a Base Rate Loan to a LIBOR Rate Loan or LIBOR Index Rate Loan, or upon continuation of a LIBOR Rate Loan as a LIBOR Rate Loan) at a rate of interest based upon the LIBOR Rate or LIBOR Index Rate, as applicable. Interest on LIBOR Rate Loans shall be payable on the earliest of (i) the last day of the Interest Period applicable thereto; provided, that subject to the following clauses (ii) and (iii), in addition, with respect to the case of any Interest Period greater than three (3) months in duration, interest shall be payable at three (3) month intervals after the commencement of 6 months, the applicable Interest Period and on the date that is three months after the first last day of the such Interest Period applicable theretoPeriod), (ii) the occurrence of an Event of Default in consequence of date on which the Required Lenders or Agent on behalf thereof have elected to accelerate the maturity of all or any portion of the ObligationsObligations are accelerated pursuant to the terms hereof, or (iii) termination of the date on which this Agreement is terminated pursuant to the terms hereof. On the last day of each applicable Interest Period, unless Administrative Borrower Borrowers have properly has exercised the LIBOR Option with respect thereto, the interest rate applicable to such LIBOR Rate Loan automatically shall convert to the rate of interest then applicable to Base Rate Loans of the same type hereunder. At any time that an Event of Default has occurred and is continuing, at the written election of Administrative Agent or the Required Lenders, Borrowers no longer shall have the option to request that Advances Revolving Loans bear interest at a rate based upon the LIBOR Rate and Agent shall have the right to convert the interest rate on all outstanding or LIBOR Rate Loans to the rate then applicable to Base Rate Loans hereunderIndex Rate.

Interest and Interest Payment Dates. In lieu of having interest charged at the rate based upon the Base Rate, Borrowers shall have the option (the "LIBOR Option") to have interest on all or a portion of the Advances or Term Loan A be charged at a rate of interest based upon the LIBOR Rate. Interest on LIBOR Rate Loans shall be payable on the earliest of (i) the last day of the Interest Period applicable thereto, and in addition, with respect to any Interest Period of 6 months, on the date that is three months after the first day of the Interest Period applicable thereto, (ii) the occurrence of an Event of Default in consequence of which the Required Lenders or Agent on behalf thereof have elected elect to accelerate the maturity of all or any portion of the Obligations, or (iii) termination of this Agreement pursuant to the terms hereof. On the last day of each applicable Interest Period, unless Administrative Borrower properly has exercised the LIBOR Option with respect thereto, the interest rate applicable to such LIBOR Rate Loan automatically shall convert to the rate of interest then applicable to Base Rate Loans of the same type hereunder. At any time that an Event of Default has occurred and is continuing, Borrowers no longer shall have the option to request that Advances or Term Loan A bear interest at a rate based upon the LIBOR Rate and Agent shall have the right to convert the interest rate on all outstanding LIBOR Rate Loans to the rate then applicable to Base Rate Loans hereunder.

Interest and Interest Payment Dates. In lieu of having interest charged at the rate based upon the Base Rate, Borrowers Borrower shall have the option option, subject to Section 2.12(b) below (the "LIBOR Option") to have interest on all or a portion of the Advances Revolving Loans be charged (whether at the time when made (unless otherwise provided herein), upon conversion from a Base Rate Loan to a LIBOR Rate Loan, or upon continuation of a LIBOR Rate Loan as a LIBOR Rate Loan) at a rate of interest based upon the LIBOR Rate. Interest on LIBOR Rate Loans shall be payable on the earliest of (i) the last day of the Interest Period applicable thereto, and in addition, with respect to any Interest Period of 6 months, on the date that is three months after the first day of the Interest Period applicable thereto, (ii) the occurrence of an Event of Default in consequence of date on which the Required Lenders or Agent on behalf thereof have elected to accelerate the maturity of all or -#PageNum#- any portion of the ObligationsObligations are accelerated pursuant to the terms hereof, or (iii) termination of the date on which this Agreement is terminated pursuant to the terms hereof. On the last day of each applicable Interest Period, unless Administrative Borrower properly has exercised the LIBOR Option with respect thereto, the interest rate applicable to such LIBOR Rate Loan automatically shall convert to the rate of interest then applicable to Base Rate Loans of the same type hereunder. At any time that an Event of Default has occurred and is continuing, Borrowers continuing Borrower no longer shall have the option to request that Advances Revolving Loans bear interest at a rate based upon the LIBOR Rate and Agent shall have the right to convert the interest rate on all outstanding LIBOR Rate Loans to the rate then applicable to Base Rate Loans hereunderRate.

Interest and Interest Payment Dates. In lieu of having interest charged at the rate based upon the Base Reference Rate, Borrowers the Borrower shall have the option (the "“LIBOR Option"”) to have interest on all or a portion of the Advances Term Loan be charged at a rate of interest based upon the LIBOR Rate. Interest on LIBOR Rate Loans shall be payable on the earliest of (iA) the last day of the Interest Period applicable thereto; provided, however, that, subject to the following clauses (B) and (C), in addition, with respect to the case of any Interest Period greater than 3 months in duration, interest shall be payable at 3 month intervals after the commencement of 6 months, the applicable Interest Period and on the date that is three months after the first last day of the such Interest Period applicable theretoPeriod, (iiB) the occurrence of an Event of Default in consequence of which the Required Lenders or Collateral Agent on behalf thereof have elected elect to accelerate the maturity of all or any portion of the Obligations, or (iiiC) termination of this Agreement pursuant to the terms hereof. Interest at the Post-Default Rate shall be payable on demand. On the last day of each applicable Interest Period, unless Administrative the Borrower properly has exercised the LIBOR Option with respect thereto, the interest rate applicable to such LIBOR Rate Loan automatically shall convert to the rate of interest then applicable to Base the Term Loan accruing interest based on the Reference Rate Loans of the same type hereunder. At any time that an Event of Default has occurred and is continuing, Borrowers the Borrower no longer shall have the option to request that Advances the Term Loan bear interest at a rate based upon the LIBOR Rate and Administrative Agent shall have the right to convert the interest rate on all outstanding LIBOR Rate Loans to the rate then applicable to Base Reference Rate Loans hereunder.

Interest and Interest Payment Dates. In lieu of having interest charged at the rate based upon the Base Rate, the applicable Borrowers shall have the option option, subject to Section 2.13(b) below (the "“LIBOR Option"”) to have interest on all or a portion of the Advances Revolving Loans be charged (whether at the time when made (unless otherwise provided herein), upon conversion from a Base Rate Loan or an Australian Base Rate Loan to a LIBOR Rate Loan, or upon continuation of a LIBOR Rate Loan as a LIBOR Rate Loan) at a rate of interest based upon the LIBOR Rate. Interest on LIBOR Rate Loans shall be payable on the earliest of (i) the last day of the Interest Period applicable thereto; provided, that, subject to the following clauses (ii) and (iii), in addition, with respect to the case of any Interest Period greater than 3 months in duration, interest shall be payable at 3 month intervals after the commencement of 6 months, the applicable Interest Period and on the date that is three months after the first last day of the such Interest Period applicable theretoPeriod), (ii) the occurrence of an Event of Default in consequence of date on which the Required Lenders or Agent on behalf thereof have elected to accelerate the maturity of all or any portion of the ObligationsObligations are accelerated pursuant to the terms hereof, or (iii) termination of the date on which this Agreement is terminated pursuant to the terms hereof. On the last day of each applicable Interest Period, unless Administrative Borrower Borrowers have properly has exercised the LIBOR Option with respect thereto, the interest rate applicable to such LIBOR Rate Loan automatically shall convert to the rate of interest then applicable to Base Rate Loans of the same type hereunder. At any time that an Event of Default has occurred and is continuing, Borrowers at the written election of the Required Lenders, no longer Borrower shall have the option to request that Advances any Revolving Loans bear interest at a rate based upon the LIBOR Rate and Agent shall have the right to convert the interest rate on all outstanding LIBOR Rate Loans to the rate then applicable to Base Rate Loans hereunderRate.

Interest and Interest Payment Dates. In lieu of having interest charged at the rate based upon the Base Rate, Borrowers Borrower shall have the option (the "LIBOR OptionOPTION") to have interest on all or a portion of the Advances be charged at a rate of interest based upon the LIBOR Rate. Interest on LIBOR Rate Loans shall be payable on the earliest of (i) the last day of the Interest Period applicable thereto, and in addition, with respect to any Interest Period of 6 months, on the date that is three months after the first day of the Interest Period applicable thereto, (ii) the occurrence of an Event of Default in consequence of which the Required Lenders or Agent on behalf thereof have Lender has elected to accelerate the maturity of all or any portion of the Obligations, (iii) the last day of the third month of the Interest Period applicable thereto, or (iiiiv) termination of this Agreement pursuant to the terms hereof. On the last day of each applicable Interest Period, unless Administrative Borrower properly has exercised the LIBOR Option with respect thereto, the interest rate applicable to such LIBOR Rate Loan automatically shall convert to the rate of interest then applicable to Base Rate Loans of the same type hereunder. At any time that an Event of Default has occurred and is continuing, Borrowers Borrower no longer shall have the option to request that Advances bear interest at a rate based upon the LIBOR Rate and Agent Lender shall have the right to convert the interest rate on all outstanding LIBOR Rate Loans to the rate then applicable to Base Rate Loans hereunder.

Interest and Interest Payment Dates. In lieu of having interest charged at the rate based upon the Base Rate, Borrowers each Borrower shall have the option (the "LIBOR Option") to have interest on all or a portion of the Standard Advances be charged at a rate of interest based upon the LIBOR Rate. Interest on LIBOR Rate Loans shall be payable on the earliest of (i) the last day of the Interest Period applicable thereto, and in addition, with respect to any Interest Period of 6 months, on the date that is three months after the first day of the Interest Period applicable thereto, (ii) the occurrence of an Event of Default in consequence of which the Required Lenders or Agent on behalf thereof have elected elect to accelerate the maturity of the all or any portion of the Obligations, or (iii) termination of this Agreement pursuant to the terms hereof. On the last day of each applicable Interest Period, unless Administrative a Borrower properly has exercised the LIBOR Option with respect thereto, the interest rate applicable to such LIBOR Rate Loan automatically shall convert to the rate of interest then applicable to Base Rate Loans of the same type Standard Advances hereunder. At any time that an Event of Default has occurred and is continuingcontinuing with respect to a Borrower, Borrowers such Borrower no longer shall have the option to request that Standard Advances bear interest at a rate based upon the LIBOR Rate and Agent shall have the right to convert the interest rate on all outstanding LIBOR Rate Loans to the rate then applicable to Base Rate Loans Standard Advances hereunder.

Interest and Interest Payment Dates. In lieu of having interest charged at the rate based upon the Base Rate, Borrowers shall have the option (the "“LIBOR Option"”) to have interest on all or a portion of the Advances be charged at a rate of interest based upon the LIBOR Rate. Interest on LIBOR Rate Loans shall be payable on the earliest of (i) the last day of the Interest Period applicable thereto, (provided, however, that, subject to the following clauses (ii) and (iii), in addition, with respect to the case of any Interest Period greater than 3 months in duration, interest shall be payable at 3 month intervals after the commencement of 6 months, the applicable Interest Period and on the date that is three months after the first last day of the such Interest Period applicable theretoPeriod), (ii) the occurrence of an Event of Default in consequence of which the Required Lenders or Agent on behalf thereof have elected to accelerate the maturity of all or any portion of the Obligations, or (iii) termination of this Agreement pursuant to the terms hereof. On the last day of each applicable Interest Period, unless Administrative Borrower properly has exercised the LIBOR Option with respect thereto, the interest rate applicable to such LIBOR Rate Loan automatically shall convert to the rate of interest then applicable to Base Rate Loans of the same type hereunder. At any time that an Event of Default has occurred and is continuing, Borrowers no longer shall have the option to request that Advances bear interest at a rate based upon the LIBOR Rate and Agent shall have the right to convert the interest rate on all outstanding LIBOR Rate Loans to the rate then applicable to Base Rate Loans hereunder.

Interest and Interest Payment Dates. In Unless otherwise provided in this Agreement, in lieu of having interest charged at the rate based upon the Base Rate, Borrowers shall have the option (the "“LIBOR Option"”) to have interest on all or a portion of the Advances Loans be charged at a rate of interest based upon the LIBOR Rate. Interest on LIBOR Rate Loans (other than L/C Facility B Advances that are LIBOR Rate Loans) shall be payable on the earliest of (i) the last day of the Interest Period applicable theretothereto and, and in additionthe case of any LIBOR Rate Loan with an Interest Period longer than three (3) months, with respect to any the date that interest would have been payable if such LIBOR Rate Loan had an Interest Period of 6 three (3) months, on the date that is three months after the first day of the Interest Period applicable thereto, (ii) the occurrence of an Event of Default in consequence of which the Required Lenders or Agent on behalf thereof have elected to accelerate the maturity of all or any portion of the ObligationsObligations has been accelerated, or (iii) termination of this Agreement pursuant to the terms hereof. On the last day of each applicable Interest Period, unless Administrative Borrower properly has exercised the LIBOR Option with respect thereto, the interest rate applicable to such Loans that are LIBOR Rate Loan Loans automatically shall convert to the rate of interest then applicable to Base Rate Loans of the same type hereunder. At any time that an Event of Default has occurred and is continuing, Borrowers no longer shall have the option to request that Advances Loans bear interest at a rate based upon the LIBOR Rate and Administrative Agent with respect to the Revolver Facility, and Lead Arranger with respect to the L/C Facility B, shall have the right to convert the interest rate on all outstanding LIBOR Rate Loans to the rate then applicable to Base Rate Loans hereunderhereunder (plus any applicable default rate payable pursuant to Section 2.5(c)).

Interest and Interest Payment Dates. In lieu of having interest charged at the rate based upon the Base Rate, Borrowers Borrower shall have the option (the "“LIBOR Option"”) to have interest on all or a portion of the Advances be charged at a rate of interest based upon the LIBOR Rate. Interest on LIBOR Rate Loans shall be payable on the earliest of (i) the last day of the Interest Period applicable thereto, and in addition, with respect to any Interest Period of 6 months, on the date that is three months after the first day of the Interest Period applicable thereto, (ii) the occurrence of an Event of Default in consequence of which the Required Lenders or Agent on behalf thereof have elected to accelerate the maturity of all or any portion of the Obligations, or (iii) termination of this Agreement pursuant to the terms hereof. On the last day of each applicable Interest Period, unless Administrative Borrower properly has exercised the LIBOR Option with respect thereto, the interest rate applicable to such LIBOR Rate Loan automatically shall convert to the rate of interest then applicable to Base Rate Loans of the same type hereunder. At any time that an Event of Default has occurred and is continuing, Borrowers Borrower no longer shall have the option to request that Advances bear interest at a rate based upon the LIBOR Rate and Agent shall have the right to convert the interest rate on all outstanding LIBOR Rate Loans to the rate then applicable to Base Rate Loans hereunder.

Interest and Interest Payment Dates. In lieu of having interest charged at the rate based upon the Base Rate, Borrowers shall have the option (the "“LIBOR Option"”) to have interest on all or a portion of the Advances or the Term Loan be charged at a rate of interest based upon the LIBOR Rate. Interest on LIBOR Rate Loans shall be payable on the earliest of (i) the last day of the Interest Period applicable thereto, and in addition, with respect to any Interest Period of 6 months, on the date that is three months after the first day of the Interest Period applicable thereto, (ii) the occurrence of an Event of Default in consequence of which the Required Lenders or Agent on behalf thereof have elected elect to accelerate the maturity of all or any portion of the Obligations, or (iii) termination of this Agreement pursuant to the terms hereof. On the last day of each applicable Interest Period, unless Administrative Borrower properly has exercised the LIBOR Option with respect thereto, the interest rate applicable to such LIBOR Rate Loan automatically shall convert to the rate of interest then applicable to Base Rate Loans of the same type hereunder. At any time that an Event of Default has occurred and is continuing, Borrowers no longer shall have the option to request that Advances or the Term Loan bear interest at a rate based upon the LIBOR Rate and Agent shall have the right to convert the interest rate on all outstanding LIBOR Rate Loans to the rate then applicable to Base Rate Loans hereunder.

Interest and Interest Payment Dates. In lieu of having interest charged at the rate based upon the Base Rate, Borrowers shall have the option option, subject to Section 2.12(b) below (the "“LIBOR Option"”) to have interest on all or a portion of the Advances Revolving Loans or the Term Loans be charged (whether at the time when made (unless otherwise provided herein), upon conversion from a Base Rate Loan to a LIBOR Rate Loan, or upon continuation of a LIBOR Rate Loan as a LIBOR Rate Loan) at a rate of interest based upon the LIBOR Rate. Interest on LIBOR Rate Loans shall be payable on the earliest of (i) the last day of the Interest Period applicable thereto; provided, that, subject to the following clauses (ii) and (iii), in addition, with respect to the case of any Interest Period greater than 3 months in duration, interest shall be payable at 3 month intervals after the commencement of 6 months, the applicable Interest Period and on the date that is three months after the first last day of the such Interest Period applicable theretoPeriod), (ii) the occurrence of an Event of Default in consequence of date on which the Required Lenders or Agent on behalf thereof have elected to accelerate the maturity of all or any portion of the ObligationsObligations are accelerated pursuant to the terms hereof, or (iii) termination of the date on which this Agreement is terminated pursuant to the terms hereof. On the last day of each applicable Interest Period, unless Administrative Borrower Borrowers have properly has exercised the LIBOR Option with respect thereto, the interest rate applicable to such LIBOR Rate Loan automatically shall convert to the rate of interest then applicable to Base Rate Loans of the same type hereunder. At any time that an Event of Default has occurred and is continuing, Borrowers no longer shall have the option to request that Advances Revolving Loans bear interest at a rate based upon the LIBOR Rate and Agent shall have the right to convert the interest rate on all outstanding LIBOR Rate Loans to the rate then applicable to Base Rate Loans hereunderRate.

Interest and Interest Payment Dates. In lieu of having interest charged at the rate based upon the Base Rate, Borrowers shall have the option (the "“LIBOR Option"”) to have interest on all or a portion of the Advances Term Loan B be charged at a rate of interest based upon the LIBOR Rate. Interest on LIBOR Rate Loans shall be payable on the earliest of (i) the last day of the Interest Period applicable thereto, (provided, however, that, subject to the following clauses (ii) and (iii), in addition, with respect to the case of any Interest Period greater than one (1) month in duration, interest shall be payable at one (1) month intervals after the commencement of 6 months, the applicable Interest Period and on the date that is three months after the first last day of the such Interest Period applicable theretoPeriod), (ii) the occurrence of an Event of Default in consequence of which the Required Lenders or Agent on behalf thereof have elected to accelerate the maturity of all or any portion of the Obligations, or (iii) termination of this Agreement pursuant to the terms hereof. On the last day of each applicable Interest Period, unless Administrative Borrower properly has exercised the LIBOR Option with respect thereto, the interest rate applicable to such LIBOR Rate Loan automatically shall convert to the rate of interest then applicable to Base Rate Loans of the same type hereunder. At any time that an Event of Default has occurred and is continuing, Borrowers no longer shall have the option to request that Advances the Term Loan B bear interest at a rate based upon the LIBOR Rate and Agent shall have the right to convert the interest rate on all outstanding LIBOR Rate Loans to the rate then applicable to Base Rate Loans hereunder.

Interest and Interest Payment Dates. In lieu of having interest charged at the rate based upon the Base Prime Rate, Borrowers Borrower shall have the option (the "LIBOR Option") to have interest on all or a portion of the Advances Revolving Loans or the Term Loan be charged at a rate of interest based upon the LIBOR Rate. Interest on LIBOR Rate Loans shall be payable on the earliest of (i) the last day of the Interest Period applicable thereto, and in addition, with respect to any Interest Period of 6 months, on the date that is three months after the first day of the Interest Period applicable thereto, (ii) the occurrence of an Event of Default in consequence of which the Required Lenders or Agent on behalf thereof have elected elect to accelerate the maturity of all or any portion of the Obligations, or (iii) termination of this Agreement pursuant to the terms hereof. On the last day of each applicable Interest Period, unless Administrative Borrower properly has exercised the LIBOR Option with respect thereto, the interest rate applicable to such LIBOR Rate Loan automatically shall convert to the rate of interest then applicable to Base Prime Rate Loans of the same type hereunder. At any time that an Event of Default has occurred and is continuing, Borrowers Borrower no longer shall have the option to request that Advances Revolving Loans or the Term Loan bear interest at a rate based upon the LIBOR Rate and Agent shall have the right to convert the interest rate on all outstanding LIBOR Rate Loans to the rate then applicable to Base Prime Rate Loans hereunder.

Interest and Interest Payment Dates. In lieu of having interest charged at the rate based upon the Base Rate, Borrowers Borrower shall have the option (the "“LIBOR Option"”) to have interest on all or a portion of the Advances or the Term Loan be charged at a rate of interest based upon the LIBOR Rate. Interest on LIBOR Rate Loans shall be payable on the earliest of (i) the last day of the Interest Period applicable thereto, and in addition, with respect to any Interest Period of 6 months, on the date that is three months after the first day of the Interest Period applicable thereto, (ii) the occurrence of an Event of Default in consequence of which the Required Lenders or Agent on behalf thereof have elected elect to accelerate the maturity of all or any portion of the Obligations, or (iii) termination of this Agreement pursuant to the terms hereof, or (iv) the first day of each month that such LIBOR Rate Loan is outstanding. On the last day of each applicable Interest Period, unless Administrative Borrower properly has exercised the LIBOR Option with respect thereto, the interest rate applicable to such LIBOR Rate Loan automatically shall convert to the rate of interest then applicable to Base Rate Loans of the same type hereunder. At any time that an Event of Default has occurred and is continuing, Borrowers Borrower no longer shall have the option to request that Advances or the Term Loan bear interest at a rate based upon the LIBOR Rate and Agent shall have the right to convert the interest rate on all outstanding LIBOR Rate Loans to the rate then applicable to Base Rate Loans hereunder.

Interest and Interest Payment Dates. In lieu of having interest charged at the rate based upon the Base Rate, Borrowers shall have the option (the "LIBOR Option") to have interest on all or a portion of the Advances be charged at a rate of interest based upon the LIBOR Rate. Interest on LIBOR Rate Loans shall be payable on the earliest of (i) the last day of the Interest Period applicable thereto, and in addition, with respect to any Interest Period of 6 months, on the date that is three months after the first day of the Interest Period applicable thereto, (ii) the occurrence of an Event of Default in consequence of which the Required Lenders or Agent on behalf thereof have Lender has elected to accelerate the maturity of all or any portion of the ObligationsObligations(provided, that Lender shall not accelerate any LIBOR Rate Loans unless all Base Rate Loans are or have been accelerated), or (iii) termination of this Agreement pursuant to the terms hereof. On the last day of each applicable Interest Period, unless Administrative Borrower properly has exercised the LIBOR Option with respect thereto, the interest rate applicable to such LIBOR Rate Loan automatically shall convert to the rate of interest then applicable to Base Rate Loans of the same type hereunder. At any time that an Event of Default has occurred and is continuing, Borrowers no longer shall have the option to request that Advances bear interest at a rate based upon the LIBOR Rate and Agent Lender shall have the right to convert the interest rate on all outstanding LIBOR Rate Loans to the rate then applicable to Base Rate Loans hereunder.

Interest and Interest Payment Dates. In lieu of having interest charged at the rate based upon the Base Rate, Borrowers Borrower shall have the option (the "LIBOR Option") to have interest on all or a portion of the Advances be charged at a rate of interest based upon the LIBOR Rate. Interest on LIBOR Rate Loans shall be payable on the earliest of (i) the last day of the Interest Period applicable thereto, and in addition, with respect to any Interest Period of 6 months, on the date that is three months after the first day of the Interest Period applicable thereto, (ii) the occurrence of an Event of Default in consequence of which the Required Lenders or Agent on behalf thereof have Lender has elected to accelerate the maturity of all or any portion of the Obligations, or (iii) termination of this Agreement pursuant to the terms hereof; provided that with respect to Interest Periods of 6 months, interest shall also be payable on first day of each month during such Interest Period. On the last day of each applicable Interest Period, unless Administrative Borrower properly has exercised the LIBOR Option with respect thereto, the interest rate applicable to such LIBOR Rate Loan automatically shall convert to the rate of interest then applicable to Base Rate Loans of the same type hereunder. At any time that an Event of Default has occurred and is continuing, Borrowers Borrower no longer shall have the option to request that Advances bear interest at a rate based upon the LIBOR Rate and Agent Lender shall have the right to convert the interest rate on all outstanding LIBOR Rate Loans to the rate then applicable to Base Rate Loans hereunderhereunder so long as Borrower is not charged for any Funding Losses as a result thereof.

Interest and Interest Payment Dates. In lieu of having interest charged at the rate based upon the Base Rate, Borrowers shall have the option (the "LIBOR OptionOPTION") to have interest on all or a portion of the Advances or the Term Loan A be charged at a rate of interest based upon the LIBOR Rate. Interest on LIBOR Rate Loans shall be payable on the earliest of (i) the last day of the Interest Period applicable thereto, and in addition, with respect to any Interest Period of 6 months, on the date that is three months after the first day of the Interest Period applicable thereto, (ii) the occurrence of an Event of Default in consequence of which the Required Lenders or Agent on behalf thereof have elected elect to accelerate the maturity of all or any portion of the Obligations, or (iii) termination of this Agreement pursuant to the terms hereof. On the last day of each applicable Interest Period, unless Administrative Borrower properly has exercised the LIBOR Option with respect thereto, the interest rate applicable to such LIBOR Rate Loan automatically shall convert to the rate of interest then applicable to Base Rate Loans of the same type hereunder. At any time that an Event of Default has occurred and is continuing, Borrowers no longer shall have the option to request that Advances or the Term Loan A bear interest at a rate based upon the LIBOR Rate and Agent shall have the right to convert the interest rate on all outstanding LIBOR Rate Loans to the rate then applicable to Base Rate Loans hereunder.

Interest and Interest Payment Dates. In lieu of having interest charged at the rate based upon the Base Rate, Borrowers shall have the option option, subject to Section 2.12(b) below (the "“LIBOR Option"”) to have interest on all or a portion of the Advances Revolving Loans or the FILO Term Loan be charged (whether at the time when made (unless otherwise provided herein), upon conversion from a Base Rate Loan to a LIBOR Rate Loan, or upon continuation of a LIBOR Rate Loan as a LIBOR Rate Loan) at a rate of interest based upon the LIBOR Rate. Interest on LIBOR Rate Loans shall be payable on the earliest of (i) the last day of the Interest Period applicable thereto; provided, that, subject to the following clauses (ii) and (iii), in addition, with respect to the case of any Interest Period greater than 3 months in duration, interest shall be payable at 3 month intervals after the commencement of 6 months, the applicable Interest Period and on the date that is three months after the first last day of the such Interest Period applicable theretoPeriod, (ii) the occurrence of an Event of Default in consequence of date on which the Required Lenders or Agent on behalf thereof have elected to accelerate the maturity of all or any portion of the ObligationsObligations are accelerated pursuant to the terms hereof, or (iii) termination of the date on which this Agreement is terminated pursuant to the terms hereof. On the last day of each applicable Interest Period, unless Administrative Borrower Borrowers have properly has exercised the LIBOR Option with respect thereto, the interest rate applicable to such LIBOR Rate Loan automatically shall convert to the rate of interest then applicable to Base Rate Loans of the same type hereunder. At any time that an Event of Default has occurred and is continuing, Borrowers no longer shall have the option to request that Advances Revolving Loans or the FILO Term Loan bear interest at a rate based upon the LIBOR Rate and Agent shall have the right to convert the interest rate on all outstanding LIBOR Rate Loans to the rate then applicable to Base Rate Loans hereunderRate.

Interest and Interest Payment Dates. In lieu of having ----------------------------------- interest charged at the rate based upon the Base Rate, Borrowers Borrower shall have the option (the "LIBOR Option") to have interest on all or a portion of the Advances be charged at a rate of interest based upon the LIBOR Rate. Interest on LIBOR Rate Loans shall be payable on the earliest of (i) the last day of the Interest Period applicable thereto, and in addition, with respect to any Interest Period of 6 months, on the date that is three months after the first day of the Interest Period applicable thereto, (ii) the occurrence of an Event of Default in consequence of which the Required Lenders or Agent on behalf thereof have Lender has elected to accelerate the maturity of all or any portion of the ObligationsLiabilities, or (iii) termination of this Agreement pursuant to the terms hereof, or (iv) the first day of each month that such LIBOR Rate Loan is outstanding. On the last day of each applicable Interest Period, unless Administrative Borrower properly has exercised the LIBOR Option with respect thereto, the interest rate applicable to such LIBOR Rate Loan automatically shall convert to the rate of interest then applicable to Base Rate Loans of the same type hereunder. At any time that an Event of Default has occurred and is continuing, Borrowers Borrower no longer shall have the option to request that Advances bear interest at a rate based upon the LIBOR Rate and Agent Lender shall have the right to convert the interest rate on all outstanding LIBOR Rate Loans to the rate then applicable to Base Rate Loans hereunder.

Interest and Interest Payment Dates. In lieu of having interest charged at the rate based upon the Base Rate, Borrowers Borrower shall have the option (the "“LIBOR Option"”) to have interest on all or a portion of the Advances be charged at a rate of interest based upon the LIBOR Rate. Interest on LIBOR Rate Loans shall be payable on the earliest of (i) the last day of the Interest Period applicable thereto, and in addition, with respect to any Interest Period of 6 months, on the date that is three months after the first day of the Interest Period applicable thereto, (ii) the occurrence of an Event of Default in consequence of which the Required Lenders or Agent on behalf thereof have elected Lender elects to accelerate the maturity of all or any portion of the Obligations, or (iii) termination of this Agreement pursuant to the terms hereof. On the last day of each applicable Interest Period, unless Administrative Borrower properly has exercised the LIBOR Option with respect thereto, the interest rate applicable to such LIBOR Rate Loan automatically shall convert to the rate of interest then applicable to Base Rate Loans of the same type hereunder. At any time that an Event of Default has occurred and is continuing, Borrowers Borrower no longer shall have the option to request that Advances bear interest at a rate based upon the LIBOR Rate and Agent Lender shall have the right right, at its option, to convert the interest rate on all outstanding LIBOR Rate Loans to the rate then applicable to Base Rate Loans hereunderhereunder and Borrower shall be responsible for all Funding Losses arising in connection thereof. Any LIBOR Rate Loan which matures while a Default or Event of Default has occurred and is continuing shall be converted, at the option of Lender, to a Base Rate Loan notwithstanding Borrower’s exercise of LIBOR Rate Option in connection thereto that such Loan be continued as a LIBOR Rate Loan.

Interest and Interest Payment Dates. In lieu of having interest charged at the rate based upon the Base Rate, Borrowers shall have the option (the "“LIBOR Option"”) to have interest on all or a portion of the Advances or the Term Loan be charged (whether at the time when made (unless otherwise provided herein), upon conversion from a Base Rate Loan to a LIBOR Rate Loan, or upon continuation of a LIBOR Rate Loan as a LIBOR Rate Loan) at a rate of interest based upon the LIBOR Rate. Interest on LIBOR Rate Loans shall be payable on the earliest of (i) the last day of the Interest Period applicable thereto, and in addition, with respect to any Interest Period of 6 months, on the date that is three months after the first day of the Interest Period applicable thereto, (ii) the occurrence of an Event of Default in consequence of date on which the Required Lenders or Agent on behalf thereof have elected to accelerate the maturity of all or any portion of the ObligationsObligations are accelerated pursuant to the terms hereof, or (iii) termination of the date on which this Agreement is terminated pursuant to the terms hereof. On the last day of each applicable Interest Period, unless Administrative Borrower properly has exercised the LIBOR Option with respect thereto, the interest rate applicable to such LIBOR Rate Loan automatically shall convert to the rate of interest then applicable to Base Rate Loans of the same type hereunder. At any time that an Event of Default has occurred and is continuing, Borrowers no longer shall have the option to request that Advances or the Term Loan bear interest at a rate based upon the LIBOR Rate Rate, and if Agent has accelerated the Obligations pursuant to Section 8.1(a), Agent shall have the right to convert the interest rate on all outstanding LIBOR Rate Loans to the rate then applicable to Base Rate Loans hereunder.

Interest and Interest Payment Dates. In lieu of having interest charged at the rate based upon the Base Rate, Borrowers shall have the option (the "LIBOR Option") to have interest on all or a portion of the Advances be charged at a rate of interest based upon the LIBOR Rate. Interest on LIBOR Rate Loans shall be payable on the earliest of (i) the last day of the Interest Period applicable thereto, and in addition, with respect to any Interest Period of 6 months, on the date that is three months after the first day of the Interest Period applicable thereto, (ii) the occurrence of an Event of Default in consequence of which the Required Lenders or Agent on behalf thereof have elected to accelerate the maturity of all or any portion of the Obligations, or (iii) termination of this Agreement pursuant to the terms hereof. On the last day of each applicable Interest Period, unless Administrative Borrower properly has exercised the LIBOR Option with respect thereto, the interest rate applicable to such LIBOR Rate Loan automatically shall convert to the rate of interest then applicable to Base Rate Loans of the same type hereunder. At any time that an Event of Default has occurred and is continuing, Borrowers no longer shall have the option to request that Advances bear interest at a rate based upon the LIBOR Rate and Agent shall have the right to convert the interest rate on all outstanding LIBOR Rate Loans to the rate then applicable to Base Rate Loans hereunderhereunder at the end of the applicable Interest Period or immediately upon acceleration of such LIBOR Rate Loans.

Interest and Interest Payment Dates. In lieu of having interest charged at the rate based upon the Base Rate, Borrowers Borrower shall have the option option, subject to Section 2.12(b) below (the "“LIBOR Option"”) to have interest on all or a portion of the Advances Revolving Loans or the Floorplan Loans be charged (whether at the time when made (unless otherwise provided herein), 126471205_8 upon conversion from a Base Rate Loan to a LIBOR Rate Loan, or upon continuation of a LIBOR Rate Loan as a LIBOR Rate Loan) at a rate of interest based upon the LIBOR Rate. Interest on LIBOR Rate Loans shall be payable on the earliest of (i) the last day of the Interest Period applicable thereto; provided, that, subject to the following clauses (ii) and (iii), in addition, with respect to the case of any Interest Period greater than 3 months in duration, interest shall be payable at 3 month intervals after the commencement of 6 months, the applicable Interest Period and on the date that is three months after the first last day of the such Interest Period applicable theretoPeriod), (ii) the occurrence of an Event of Default in consequence of date on which the Required Lenders or Agent on behalf thereof have elected to accelerate the maturity of all or any portion of the ObligationsObligations are accelerated pursuant to the terms hereof, or (iii) termination of the date on which this Agreement is terminated pursuant to the terms hereof. On the last day of each applicable Interest Period, unless Administrative Borrower properly has exercised the LIBOR Option with respect thereto, the interest rate applicable to such LIBOR Rate Loan automatically shall convert to the rate of interest then applicable to Base Rate Loans of the same type hereunder. At any time that an Event of Default has occurred and is continuing, Borrowers at the written election of Agent or the Required Lenders, Borrower no longer shall have the option to request that Advances Revolving Loans or Floorplan Loans bear interest at a rate based upon the LIBOR Rate and Agent shall have the right to convert the interest rate on all outstanding LIBOR Rate Loans to the rate then applicable to Base Rate Loans hereunderRate.

Interest and Interest Payment Dates. In lieu of having interest charged at the rate based upon the Base Rate, Borrowers shall have the option (the "LIBOR Option") to have interest on all or a portion of the Advances be charged at a rate of interest based upon the LIBOR Rate. Interest on LIBOR Rate Loans shall be payable on the earliest of (i) the last day of the Interest Period applicable thereto, and in addition, with respect to any Interest Period of 6 months, on the date that is three months after the first day of the Interest Period applicable thereto, (ii) the occurrence of an Event of Default in consequence of which the Required Lenders or Agent on behalf thereof have elected elect to accelerate the maturity of all or any portion of the Obligations, or (iii) termination of this Agreement pursuant to the terms hereof, or (iv) the first day of each month that such LIBOR Rate Loan is outstanding. On the last day of each applicable Interest Period, unless Administrative Borrower properly has exercised the LIBOR Option with respect thereto, the interest rate applicable to such LIBOR Rate Loan automatically shall convert to the rate of interest then applicable to Base Rate Loans of the same type hereunder. At any time that an Event of Default has occurred and is continuing, Borrowers no longer shall have the option to request that Advances bear interest at a rate based upon the LIBOR Rate and Agent shall have the right to convert the interest rate on all outstanding LIBOR Rate Loans to the rate then applicable to Base Rate Loans hereunder.

Interest and Interest Payment Dates. In lieu of having interest charged at the rate based upon the Base Rate, Borrowers Borrower shall have the option (the "LIBOR Option") to have interest on all or a portion of the Advances or the Term Loan be charged at a rate of interest based upon the LIBOR Rate. Interest on LIBOR Rate Loans shall be payable on the earliest of (i) the last day of the Interest Period applicable thereto, and in addition, with respect to any Interest Period of 6 months, on the date that is three months after the first day of the Interest Period applicable thereto, (ii) the occurrence of an Event of Default in consequence of which the Required Lenders or Agent on behalf thereof have elected elect to accelerate the maturity of all or any portion of the Obligations, or (iii) termination of this Agreement pursuant to the terms hereof. On the last day of each applicable Interest Period, unless Administrative Borrower properly has exercised the LIBOR Option with respect thereto, the interest rate applicable to such LIBOR Rate Loan automatically shall convert to the rate of interest then applicable to Base a LIBOR Rate Loans Loan with an Interest Period of the same type hereunderthree months. At any time that an Event of Default has occurred and is continuing, Borrowers Borrower no longer shall have the option to request that Advances or the Term Loan bear interest at a rate based upon the LIBOR Rate and Agent shall have the right to convert the interest rate on all outstanding LIBOR Rate Loans to the rate then applicable to Base Rate Loans hereunder.

Interest and Interest Payment Dates. In lieu of having interest charged at the rate based upon determined by reference to the Base Rate, Borrowers shall have the option (the "LIBOR Option") to have interest on all or a portion of the Advances (either upon the Borrowing of any such portion or thereafter as provided herein) be charged at a rate of interest based upon determined by reference to the LIBOR Rate. Interest on LIBOR Rate Loans shall be payable on the earliest of (i) the last day of the Interest Period applicable thereto, and in addition, with respect to any Interest Period of 6 months, on the date that is three months after the first day of the Interest Period applicable thereto, (ii) the occurrence of an Event of Default in consequence of which the Required Lenders or Agent on behalf thereof have elected elect to accelerate the maturity of all or any portion of the Obligations, or (iii) termination of this Agreement pursuant to the terms hereof. On the last day of each applicable Interest Period, unless Administrative Borrower properly has exercised the LIBOR Option with respect thereto, the interest rate applicable to such LIBOR Rate Loan automatically shall convert to the rate of interest then applicable to Base Rate Loans of the same type hereunder. At any time that an Event of Default has occurred and is continuing, Borrowers no longer shall have the option to request that Advances bear interest at a rate based upon the LIBOR Rate and Agent shall have the right to convert the interest rate on all outstanding LIBOR Rate Loans to the rate then applicable to Base Rate Loans hereunder.

Interest and Interest Payment Dates. In lieu of having interest charged at the rate based upon the Base Rate, the applicable Borrowers shall have the option option, subject to Section 2.13(b) below (the "“LIBOR Option"”) to have interest on all or a portion of the Advances Revolving Loans be charged (whether at the time when made (unless otherwise provided herein), upon conversion from a Base Rate Loan or an Australian Base Rate Loan to a LIBOR Rate Loan, or upon continuation of a LIBOR Rate Loan as a LIBOR Rate Loan) at a rate of interest based upon the LIBOR Rate. Interest on LIBOR Rate Loans shall be payable on the earliest of (i%4) the last day of the Interest Period applicable thereto; provided, that, subject to the following clauses (ii) and (iii), in addition, with respect to the case of any Interest Period greater than 3 months in duration, interest shall be payable at 3 month intervals after the commencement of 6 months, the applicable Interest Period and on the date that is three months after the first last day of the such Interest Period applicable theretoPeriod), (ii%4) the occurrence of an Event of Default in consequence of date on which the Required Lenders or Agent on behalf thereof have elected to accelerate the maturity of all or any portion of the ObligationsObligations are accelerated pursuant to the terms hereof, or (iii) termination of the date on which this Agreement is terminated pursuant to the terms hereof. On the last day of each applicable Interest Period, unless Administrative Borrower Borrowers have properly has exercised the LIBOR Option with respect thereto, the interest rate applicable to such LIBOR Rate Loan automatically shall convert to the rate of interest then applicable to Base Rate Loans of the same type hereunder. At any time that an Event of Default has occurred and is continuing, Borrowers at the written election of the Required Lenders, no longer Borrower shall have the option to request that Advances any Revolving Loans bear interest at a rate based upon the LIBOR Rate and Agent shall have the right to convert the interest rate on all outstanding LIBOR Rate Loans to the rate then applicable to Base Rate Loans hereunderRate.

Interest and Interest Payment Dates. In lieu of having interest charged at the rate based upon the Base Rate, Borrowers shall have the option (the "“LIBOR Option"”) to have interest on all or a portion of the Advances be charged at a rate of interest based upon the LIBOR Rate. Interest on LIBOR Rate Loans shall be payable on the earliest of as follows: (i) on the last day of the Interest Period applicable thereto, and in addition, with respect to any Interest Period of 6 months, on the date that is three months after the first day of the Interest Period applicable thereto, ; (ii) upon the occurrence of an Event of Default in consequence of which the Required Lenders or Agent on behalf thereof have Lender has elected to accelerate the maturity of all or any portion of the ObligationsObligations (provided, that Lender shall not accelerate any LIBOR Rate Loans unless all Base Rate Loans are or have been accelerated); or (iii) upon termination of this Agreement pursuant to the terms hereof. On the last day of each applicable Interest Period, unless Administrative Borrower properly has exercised the LIBOR Option with respect thereto, the interest rate applicable to such LIBOR Rate Loan automatically shall convert to the rate of interest then applicable to Base Rate Loans of the same type hereunder. At any time that an Event of Default has occurred and is continuing, Borrowers no longer shall have the option to request that Advances bear interest at a rate based upon the LIBOR Rate and Agent Lender shall have the right to convert the interest rate on all outstanding LIBOR Rate Loans to the rate then applicable to Base Rate Loans hereunder.

Interest and Interest Payment Dates. In lieu of having interest charged at the rate based upon the Base Rate, Borrowers shall have the option option, subject to Section 2.12(b) below (the "LIBOR “LIBORSOFR Option"”) to have interest on all or a portion of the Advances Revolving Loans be charged (whether at the time when made (unless otherwise provided herein), upon conversion from a Base Rate Loan to a LIBOR RateSOFR Loan, or upon continuation of a LIBOR RateSOFR Loan as a LIBOR RateSOFR Loan) at a rate of interest based upon the LIBOR RateRateTerm SOFR. Interest on LIBOR Rate RateSOFR Loans shall be payable on the earliest of (i) the last day of the Interest Period applicable thereto; provided, that subject to the following clauses (ii) and (iii), in addition, with respect to the case of any Interest Period greater than three months in duration, interest shall be payable at three month intervals after the commencement of 6 months, the applicable Interest Period and on the date that is three months after the first last day of the such Interest Period applicable theretoPeriod), (ii) the occurrence of an Event of Default in consequence of date on which the Required Lenders or Agent on behalf thereof have elected to accelerate the maturity of all or any portion of the ObligationsObligations are accelerated pursuant to the terms hereof, or (iii) termination of the date on which this Agreement is terminated pursuant to the terms hereof. On the last day of each applicable Interest Period, unless Administrative Borrower Borrowers have properly has exercised the LIBOR LIBORSOFR Option with respect thereto, the interest rate applicable to such LIBOR Rate RateSOFR Loan automatically shall convert to the rate of interest then applicable to Base Rate Loans of the same type hereunder. At any time that an Event of Default has occurred and is continuing, Borrowers no longer shall have the option to request that Advances Revolving Loans bear interest at a rate based upon the LIBOR Rate and Agent shall have the right to convert the interest rate on all outstanding LIBOR Rate Loans to the rate then applicable to Base Rate Loans hereunder.RateTerm SOFR. -152- LEGAL_US_W # 114834644.8114834644.17

Interest and Interest Payment Dates. In lieu of having interest charged at the rate based upon the Base Prime Rate, Borrowers Borrower shall have the option (the "LIBOR Option") to have interest on all or a portion of Term Loan A (commencing as of April 1, 2004), Term Loan B, and the Advances be charged at a rate of interest based upon the LIBOR Rate. Interest on LIBOR Rate Loans shall be payable on the earliest of (iI) the last day of each calendar month during the term of each LIBOR Rate Loan, (ii) the last day of the Interest Period applicable thereto, and in addition, with respect to any Interest Period of 6 months, on the date that is three months after the first day of the Interest Period applicable thereto, (iiiii) the occurrence of an Event of Default in consequence of which the Required Lenders or Agent on behalf thereof have elected Bank elects to accelerate the maturity of all or any portion of the Obligations, or (iiiiv) April 1, 2008, with respect to the LIBOR Rate Loans or the termination of this Agreement pursuant to the terms hereofhereof with respect to all then outstanding LIBOR Rate Loans. On the last day of each applicable Interest Period, unless Administrative Borrower properly has exercised the a new LIBOR Option or conversion to a Prime Rate Loan with respect thereto, the interest rate applicable to such LIBOR Rate Loan automatically shall convert to the rate of interest then applicable to Base continue as another LIBOR Rate Loans of Loan for the same type hereunderInterest Period as the LIBOR Rate Loan that just matured. At any time that an Event of Default has occurred and is continuing, Borrowers Borrower no longer shall have the option to request that Term Loan A, Term Loan B, or any of the Advances bear interest at a rate based upon the LIBOR Rate and Agent Bank shall have the right to convert the interest rate on all outstanding LIBOR Rate Loans to the rate then applicable to Base Prime Rate Loans hereunder.

Interest and Interest Payment Dates. In lieu of having interest charged at the rate based upon determined by reference to the Base Rate, Borrowers shall have the option (the "“LIBOR Option"”) to have interest on all or a portion of the Advances be charged at a rate of interest based upon determined by reference to the LIBOR Rate. Interest on LIBOR Rate Loans shall be payable on the earliest of (i) the last day of the Interest Period applicable thereto, and in addition, with respect to any Interest Period of 6 months, on the date that is three months after the first day of the Interest Period applicable thereto, (ii) the occurrence of an Event of Default in consequence of which the Required Lenders or Agent on behalf thereof have elected to accelerate the maturity of all or any portion of the Obligations, or (iii) termination of this Agreement pursuant to the terms hereof. On the last day of each applicable Interest Period, unless Administrative Borrower properly has exercised the LIBOR Option with respect thereto, the interest rate applicable to such LIBOR Rate Loan automatically shall convert to the rate of interest then applicable to Base Rate Loans of the same type hereunder. At any time that an Event of Default has occurred and is continuing, Borrowers no longer shall have the option to request that Advances bear interest at a rate based upon the LIBOR Rate and Agent shall have the right to convert the interest rate on all outstanding LIBOR Rate Loans to the rate then applicable to Base Rate Loans hereunder.

Interest and Interest Payment Dates. In lieu of having interest charged at the rate based upon the Base Reference Rate, Borrowers the Borrower shall have the option (the "“LIBOR Option"”) to have interest on all or a portion of the Advances Revolving Loans be charged at a rate of interest based upon the LIBOR Rate. Interest on LIBOR Rate Loans shall be payable on the earliest of (iA) the last day of the Interest Period applicable thereto, and in addition, with respect to any Interest Period of 6 months, on the date that is three months after the first day of the Interest Period applicable thereto, (iiB) the occurrence of an Event of Default in consequence of which the Required Lenders or Collateral Agent on behalf thereof have elected elect to accelerate the maturity of all or any portion of the Obligations, or (iiiC) termination of this Agreement pursuant to the terms hereof. Interest at the Post-Default Rate shall be payable on demand. On the last day of each applicable Interest Period, unless Administrative the Borrower properly has exercised the LIBOR Option with respect thereto, the interest rate applicable to such LIBOR Rate Loan automatically shall convert to the rate of interest then applicable to Base Reference Rate Loans of the same type hereunder. At any time that an Event of Default has occurred and is continuing, Borrowers the Borrower no longer shall have the option to request that Advances Revolving Loans bear interest at a rate based upon the LIBOR Rate and Administrative Agent shall have the right to convert the interest rate on all outstanding LIBOR Rate Loans to the rate then applicable to Base Reference Rate Loans hereunder.

Interest and Interest Payment Dates. In lieu of having interest charged at the rate based upon the Base Rate, Borrowers shall have the option (the "LIBOR OptionOPTION") to have interest on all or a portion of the Advances or the Term Loan be charged (whether at the time when made (unless otherwise provided herein), upon conversion from a Base Rate Loan to a LIBOR Rate Loan, or upon continuation of a LIBOR Rate Loan as a LIBOR Rate Loan) at a rate of interest based upon the LIBOR Rate. Interest on LIBOR Rate Loans shall be payable on the earliest of (i) the last day of the Interest Period applicable thereto, and in addition, with respect to any Interest Period of 6 months, on the date that is three months after the first day of the Interest Period applicable thereto, (ii) the occurrence of an Event of Default in consequence of date on which the Required Lenders or Agent on behalf thereof have elected to accelerate the maturity of all or any portion of the ObligationsObligations are accelerated pursuant to the terms hereof, or (iii) termination of the date on which this Agreement is terminated pursuant to the terms hereof. On the last day of each applicable Interest Period, unless Administrative Borrower properly has exercised the LIBOR Option with respect thereto, the interest rate applicable to such LIBOR Rate Loan automatically shall convert to the rate of interest then applicable to Base Rate Loans of the same type hereunder. At any time that an Event of Default has occurred and is continuing, Borrowers no longer shall have the option to request that Advances or the Term Loan bear interest at a rate based upon the LIBOR Rate and Agent shall have the right at the end of the applicable Interest Period for each LIBOR Rate Loan to convert the interest rate on all outstanding such LIBOR Rate Loans Loan to the rate then applicable to Base Rate Loans hereunder.

Interest and Interest Payment Dates. In lieu of having interest charged at the rate based upon the Base Rate, Borrowers Borrower shall have the option (the "LIBOR Option"option, subject to Section 2.12(b) below to have interest on all or a portion of the Advances Term Loans be charged (whether at the time when made (unless otherwise provided herein), upon conversion from a Base Rate Loan to a LIBOR RateSOFR Loan, or upon continuation of a LIBOR RateSOFR Loan as a LIBOR RateSOFR Loan) at a rate of interest based upon the LIBOR RateRateAdjusted Term SOFR. Interest on LIBOR Rate RateSOFR Loans shall be payable on the earliest of (i) the last day of the Interest Period applicable thereto, and in addition, with respect to any Interest Period of 6 months, on the date that is three months after the first day of the Interest Period applicable thereto, (ii) the occurrence of an Event of Default in consequence of date on which the Required Lenders or Agent on behalf thereof have elected to accelerate the maturity of all or any portion of the ObligationsObligations are accelerated pursuant to the terms hereof, or (iii) termination of the date on which this Agreement is terminated pursuant to the terms hereof. On the last day of each applicable Interest Period, unless Administrative Borrower has properly has exercised the LIBOR Option LIBORSOFR Option, with respect thereto, the interest rate applicable to such LIBOR Rate RateSOFR Loan automatically shall convert to the rate of interest then applicable to Base Rate Loans of the same type hereunder. At any time that an Event of Default has occurred and is continuing, Borrowers at the written election of Administrative Agent or the Required Lenders, Borrower no longer shall have the option to request that Advances the Term Loans bear interest at a rate based upon the LIBOR Rate and Agent shall have the right to convert the interest rate on all outstanding LIBOR Rate Loans to the rate then applicable to Base Rate Loans hereunderRateAdjusted Term SOFR.

Interest and Interest Payment Dates. In lieu of having interest charged at the rate based upon the Base Rate, Borrowers shall have the option (the "LIBOR Option") to have interest on all or a portion of the Advances or the Term Loan be charged at a rate of interest based upon the LIBOR Rate. Interest on LIBOR Rate Loans shall be payable on the earliest of (i) the last day of the Interest Period applicable thereto, and in addition, with respect to any Interest Period of 6 months, on the date that is three months after the first day of the Interest Period applicable thereto, (ii) the occurrence of an Event of Default in consequence of which the Required Lenders or Agent on behalf thereof have elected to accelerate the maturity of all or any portion of the Obligations, or (iii) termination of this Agreement pursuant to the terms hereof. On the last day of each applicable Interest Period, unless Administrative Borrower properly has exercised the LIBOR Option with respect thereto, the interest rate applicable to such LIBOR Rate Loan automatically shall convert to the rate of interest then applicable to Base Rate Loans of the same type hereunder. At any time that an Event of Default has occurred and is continuing, Borrowers no longer shall have the option to request that Advances or the Term Loan bear interest at a rate based upon the LIBOR Rate and Agent shall have the right to convert the interest rate on all outstanding LIBOR Rate Loans to the rate then applicable to Base Rate Loans hereunder.

Interest and Interest Payment Dates. In lieu of having interest charged at the rate based upon the Base Rate, U.S. Borrowers shall have the option option, subject to Section 2.13(b) below (the "“LIBOR Option"”) to have interest on all or a portion of the U.S. Advances be charged (whether at the time when made (unless otherwise provided herein), upon conversion from a Base Rate Loan to a LIBOR Rate Loan, or upon continuation of a LIBOR Rate Loan as a LIBOR Rate Loan) at a rate of interest based upon the LIBOR Rate. Interest on LIBOR Rate Loans shall be payable on the earliest of (i) the last day of the Interest Period applicable thereto, and in addition, with respect to any Interest Period of 6 months, on the date that is three months after the first day of the Interest Period applicable thereto, (ii) the occurrence of an Event of Default in consequence of date on which the Required Lenders or Agent on behalf thereof have elected to accelerate the maturity of all or any portion of the ObligationsU.S. Obligations are accelerated pursuant to the terms hereof, or (iii) termination of the date on which this Agreement is terminated pursuant to the terms hereof. On the last day of each applicable Interest Period, unless Administrative such U.S. Borrower properly has exercised the LIBOR Option with respect thereto, the interest rate applicable to such LIBOR Rate Loan automatically shall convert to the rate of interest then applicable to Base Rate Loans of the same type hereunder. At any time that an Event of Default has occurred and is continuing, U.S. Borrowers no longer shall have the option to request that U.S. Advances bear interest at a rate based upon the LIBOR Rate and U.S. Agent shall have the right to convert the interest rate on all outstanding LIBOR Rate Loans to the rate then applicable to Base Rate Loans hereunderplus the Base Rate Margin.

Interest and Interest Payment Dates. In lieu of having interest charged at the rate based upon the Base Rate, Borrowers shall have the option (the "“LIBOR Option"”) to have interest on all or a portion of the Advances Term Loans be charged at a rate of interest based upon the LIBOR Rate. Interest on LIBOR Rate Loans shall be payable on the earliest of (i) the last day of the Interest Period applicable thereto, and in addition, with respect to any Interest Period of 6 months, on the date that is three months after the first day of the Interest Period applicable thereto, (ii) the occurrence of an Event of Default in consequence of which the Required Lenders or Agent on behalf thereof have elected elect to accelerate the maturity of all the Obligations (or any portion in consequence of the Obligationsmaturity of the Obligations being automatically accelerated in accordance with the terms hereof), or (iii) termination of this Agreement pursuant to the terms hereof. On the last day of each applicable Interest Period, unless Administrative Borrower properly has exercised the LIBOR Option with respect thereto, the interest rate applicable to such LIBOR Rate Loan automatically shall convert to the rate of interest then applicable to Base Rate Loans of the same type hereunder. At any time that an Event of Default has occurred and is continuing, Borrowers no longer shall have the option to request that Advances Term Loans bear interest at a rate based upon the LIBOR Rate and Agent shall have the right to convert the interest rate on all outstanding LIBOR Rate Loans to the rate then applicable to Base Rate Loans hereunder.

Interest and Interest Payment Dates. In lieu of having interest charged at the rate based upon the Base Rate, Borrowers shall have the option option, subject to Section 2.122.13(b) below (the "LIBOR LIBORSOFR Option") to have interest on all or a portion of the Advances be charged (whether at the time when made (unless otherwise provided herein), upon conversion from a Base Rate Loan to a LIBOR RateSOFR Loan, or upon continuation of a LIBOR RateSOFR Loan as a LIBOR RateSOFR Loan) at a rate of interest based upon the LIBOR RateRateAdjusted Term SOFR. Interest on LIBOR Rate RateSOFR Loans shall be payable on the earliest of (i) the last day of the Interest Period applicable thereto, and in addition, with respect to any Interest Period of 6 months, on the date that is three months after the first day of the Interest Period applicable thereto, (ii) the occurrence of an Event of Default in consequence of date on which the Required Lenders or Agent on behalf thereof have elected to accelerate the maturity of all or any portion of the ObligationsObligations are accelerated pursuant to the terms hereof, or (iii) termination of the date on which this Agreement is terminated pursuant to the terms hereof. On the last day of each applicable Interest Period, unless Administrative Borrower Borrowers have properly has exercised the LIBOR LIBORSOFR Option with respect thereto, the interest rate applicable to such LIBOR Rate RateSOFR Loan automatically shall convert to the rate of interest then applicable to Base Rate Loans of the same type hereunder. At any time that an Event of Default has occurred and is continuing, Borrowers no longer shall have the option to request that Advances bear interest at a rate based upon the LIBOR Rate and Agent shall have the right to convert the interest rate on all outstanding LIBOR Rate Loans to the rate then applicable to Base Rate Loans hereunderRateAdjusted Term SOFR.

Interest and Interest Payment Dates. In lieu of having interest charged at the rate based upon the Base Rate, Borrowers Borrower shall have the option (the "LIBOR Option") to have interest on all or a portion of the Advances be charged at a rate of interest based upon the LIBOR Rate. Interest on LIBOR Rate Loans shall be payable on the earliest of (i) the last day of the Interest Period applicable thereto, and in addition, with respect to any Interest Period of 6 months, on the date that is three months after the first day of the Interest Period applicable thereto, (ii) the occurrence of an Event of Default in consequence of which the Required Lenders or Agent on behalf thereof have Lender has elected to accelerate the maturity of all or any portion of the Obligations, or (iii) termination of this Agreement pursuant to the terms hereof. On the last day of each applicable Interest Period, unless Administrative Borrower properly has exercised the LIBOR Option with respect thereto, the interest rate applicable to such LIBOR Rate Loan automatically shall convert to the rate of interest then applicable to Base Rate Loans of the same type hereunder. At any time that an Event of Default has occurred and is continuing, Borrowers Borrower no longer shall have the option to request that Advances bear interest at a rate based upon the LIBOR Rate and Agent Lender shall have the right to convert the interest rate on all outstanding LIBOR Rate Loans to the rate then applicable to Base Rate Loans hereunder.

Interest and Interest Payment Dates. In lieu of having interest charged at the rate based upon the Base Rate, Borrowers shall have the option (the "“LIBOR Option"”) to have interest on all or a portion of the Advances or the Term Loans be charged at a rate of interest based upon the LIBOR Rate. Interest on LIBOR Rate Loans shall be payable on the earliest of (i) for Interest Periods of 1, 2 or 3 months, the last day of the Interest Period applicable thereto, thereto and in addition, with respect to any for Interest Period of 6 months, on the date that is three months after 90th day of such Interest Period and the first last day of the Interest Period applicable thereto, (ii) the occurrence of an Event of Default in consequence of which the Required Lenders or Agent on behalf thereof have elected to accelerate the maturity of all or any portion of the Obligations, or (iii) termination of this Agreement pursuant to the terms hereof. On the last day of each applicable Interest Period, unless Administrative Borrower properly has exercised the LIBOR Option with respect thereto, the interest rate applicable to such LIBOR Rate Loan automatically shall convert to the rate of interest then applicable to Base Rate Loans of the same type hereunder. At any time that an Event of Default has occurred and is continuing, Borrowers no longer shall have the option to request that Advances or the Term Loans bear interest at a rate based upon the LIBOR Rate and Agent shall have the right to convert the interest rate on all outstanding LIBOR Rate Loans to the rate then applicable to Base Rate Loans hereunder.

Interest and Interest Payment Dates. In lieu of having interest charged at the rate based upon the Base Rate, Borrowers Borrower shall have the option (the "LIBOR Option") to have interest on all or a portion of the Advances Advances, Term ------------ Loan or Capital Expenditure Loans be charged at a rate of interest based upon the LIBOR Rate. Interest on LIBOR Rate Loans shall be payable on the earliest of (i) the last day of the Interest Period applicable thereto, and in addition, with respect to any Interest Period of 6 months, on the date that is three months after the first day of the Interest Period applicable thereto, (ii) the occurrence of an Event of Default in consequence of which the Required Lenders or Agent on behalf thereof have elected elect to accelerate the maturity of all or any portion of the Obligations, or (iii) termination of this Agreement pursuant to the terms hereof, or (iv) the first day of each month that such LIBOR Rate Loan is outstanding. On the last day of each applicable Interest Period, unless Administrative Borrower properly has exercised the LIBOR Option with respect thereto, the interest rate applicable to such LIBOR Rate Loan automatically shall convert to the rate of interest then applicable to Base Rate Loans of the same type hereunder. At any time that an Event of Default has occurred and is continuing, Borrowers Borrower no longer shall have the option to request that Advances or Capital Expenditure Loans or portions of the Term Loan bear interest at a rate based upon the LIBOR Rate and Agent shall have the right to convert the interest rate on all outstanding LIBOR Rate Loans to the rate then applicable to Base Rate Loans hereunder.

Interest and Interest Payment Dates. In lieu of having interest charged at the rate based upon the Base Rate, Borrowers Borrower shall have the option (the "LIBOR Option") to have interest on all or a portion of the Advances be charged at a rate of interest based upon the LIBOR Rate. Interest on LIBOR Rate Loans shall be payable payable, in arrears, on the earliest of (i) the last day of the Interest Period applicable thereto, and in addition, with respect to any Interest Period of 6 months, on the date that is three months after the first day of the Interest Period applicable thereto, (ii) the occurrence of an Event of Default in consequence of which the Required Lenders or Agent on behalf thereof have elected elect to accelerate the maturity of all or any portion of the Obligations, or (iii) termination of this Agreement pursuant to the terms hereof. On the last day of each applicable Interest Period, unless Administrative Borrower properly has exercised the LIBOR Option with respect thereto, the interest rate applicable to such LIBOR Rate Loan automatically shall convert to the rate of interest then applicable to Base Rate Loans of the same type hereunder. At any time that an Event of Default has occurred and is continuing, Borrowers Borrower no longer shall have the option to request that Advances bear interest at a rate based upon the LIBOR Rate and Agent shall have the right to convert the interest rate on all outstanding LIBOR Rate Loans to the rate then applicable to Base Rate Loans hereunder.

Interest and Interest Payment Dates. In lieu of having interest charged at the rate based upon the Base Rate, Borrowers shall have the option (the "LIBOR Option") to have interest on all or a portion of the Advances or the Term Loan A be charged at a rate of interest based upon the LIBOR Rate. Interest on LIBOR Rate Loans shall be payable on the earliest of (i) the last day of the Interest Period applicable thereto, and in addition, with respect to any Interest Period of 6 months, on the date that is three months after the first day of the Interest Period applicable thereto, (ii) the occurrence of an Event of Default in consequence of which the Required Lenders or Agent on behalf thereof have elected elect to accelerate the maturity of all or any portion of the Obligations, or (iii) termination of this Agreement pursuant to the terms hereof. On the last day of each applicable Interest Period, unless Administrative Borrower properly has exercised or continued the LIBOR Option with respect thereto, the interest rate applicable to such LIBOR Rate Loan automatically shall convert to the rate of interest then applicable to Base Rate Loans of the same type hereunder. At any time that an Event of Default has occurred and is continuing, Borrowers no longer shall have the option to request that Advances or the Term Loan A bear interest at a rate based upon the LIBOR Rate and Agent shall have the right to convert the interest rate on all outstanding LIBOR Rate Loans to the rate then applicable to Base Rate Loans hereunder.

Interest and Interest Payment Dates. In lieu of having interest charged at the rate based upon the Base Rate, Borrowers shall have the option (the "“LIBOR Option"”) to have interest on all or a portion of the Advances or the Term Loan A be charged at a rate of interest based upon the LIBOR Rate. Interest on the Term Loan C shall at all times be charged at a rate of interest based upon the LIBOR Rate. Interest on the portion of the Advances and the Term Loan A that are LIBOR Rate Loans shall be payable on the earliest of (i) the last day of the Interest Period applicable thereto, and in addition, with respect to any Interest Period of 6 months, on the date that is three months after the first day of the Interest Period applicable thereto, (ii) the occurrence of an Event of Default in consequence of which the Required Lenders or Agent on behalf thereof have elected elect to accelerate the maturity of all or any portion of the Obligations, or (iii) termination of this Agreement pursuant to the terms hereof. Interest on the Term Loan C shall be payable on May 1st and November 1st of each calendar year. On the last day of each applicable Interest Period, unless Administrative Borrower properly has exercised or continued the LIBOR Option with respect theretoto all or any portion of the Advances or the Term Loan A, the interest rate applicable to such portion of the Advances or the Term Loan A that are LIBOR Rate Loan Loans automatically shall convert to the rate of interest then applicable to Base Rate Loans of the same type hereunder. At any time that an Event of Default has occurred and is continuing, Borrowers no longer shall have the option to request that Advances or the Term Loan A bear interest at a rate based upon the LIBOR Rate and Agent shall have the right to convert the interest rate on all outstanding or any portion of the Advances or the Term Loan A that are LIBOR Rate Loans to the rate then applicable to Base Rate Loans hereunder.”

Interest and Interest Payment Dates. In lieu of having interest charged at the rate based upon the Base Rate, Borrowers Borrower shall have the option option, subject to Section 2.12(b) below (the "LIBOR Option") to have interest on all or a portion of the Advances Revolving Loans or the Term Loan be charged (whether at the time when made (unless otherwise provided herein), upon conversion from a Base Rate Loan to a LIBOR Rate Loan, or upon continuation of a LIBOR Rate Loan as a LIBOR Rate Loan) at a rate of interest based upon the LIBOR Rate. Interest on LIBOR Rate Loans shall be payable on the earliest of (i) the last day of the Interest Period applicable thereto; provided, that, subject to the following clauses (ii) and (iii), in addition, with respect to the case of any Interest Period greater than 3 months in duration, interest shall be payable at 3 month intervals after the commencement of 6 months, the applicable Interest Period and on the date that is three months after the first last day of the such Interest Period applicable theretoPeriod), (ii) the occurrence of an Event of Default in consequence of date on which the Required Lenders or Agent on behalf thereof have elected to accelerate the maturity of all or any portion of the ObligationsObligations are accelerated pursuant to the terms hereof, or (iii) termination of the date on which this Agreement is terminated pursuant to the terms hereof. On the last day of each applicable Interest Period, unless Administrative Borrower properly has exercised the LIBOR Option with respect thereto, the interest rate applicable to such LIBOR Rate Loan automatically shall convert to the rate of interest then applicable to Base Rate Loans of the same type hereunder. At any time that an Event of Default has occurred and is continuing, Borrowers Borrower no longer shall have the option to request that Advances Revolving Loans or any portion of the Term Loan bear interest at a rate based upon the LIBOR Rate and Agent shall have the right to convert the interest rate on all outstanding LIBOR Rate Loans to the rate then applicable to Base Rate Loans hereunderRate.

Interest and Interest Payment Dates. In lieu of having interest charged at the rate based upon the Base Rate, Borrowers shall have the option option, subject to Section 2.12(b) below (the "“LIBOR Option"”) to have interest on all or a portion of the Advances Revolving Loans or the Last-Out Term Loan be charged (whether at the time when made (unless otherwise provided herein), upon conversion from a Base Rate Loan to a LIBOR Rate Loan, or upon continuation of a LIBOR Rate Loan as a LIBOR Rate Loan) at a rate of interest based upon the LIBOR Rate. Interest on LIBOR Rate Loans shall be payable on the earliest of (i) the last day of the Interest Period applicable thereto, and in addition, with respect to any Interest Period of 6 months, on the date that is three months after the first day of the Interest Period applicable thereto, (ii) the occurrence of an Event of Default in consequence of date on which the Required Lenders or Agent on behalf thereof have elected to accelerate the maturity of all or any portion of the ObligationsObligations are accelerated pursuant to the terms hereof, or (iii) termination of the date on which this Agreement is terminated pursuant to the terms hereof. On the last day of each applicable Interest Period, unless Administrative Borrower Borrowers have properly has exercised the LIBOR Option with respect thereto, the interest rate applicable to such LIBOR Rate Loan automatically shall convert to the rate of interest then applicable to Base Rate Loans of the same type hereunder. At any time that an Event of Default has occurred and is continuing, at the written election of the Required Lenders, Borrowers no longer shall have the option to request that Advances Revolving Loans bear interest at a rate based upon the LIBOR Rate and Agent shall have the right to convert the interest rate on all outstanding LIBOR Rate Loans to the rate then applicable to Base Rate Loans hereunderRate.

Interest and Interest Payment Dates. In lieu of having interest charged at the rate based upon the Base Rate, Borrowers Borrower shall have the option option, subject to Section 2.13(b) below (the "“LIBOR Option"”) to have interest on all or a portion of the Advances or the Delayed Draw Term Loan be charged (whether at the time when made (unless otherwise provided herein), upon conversion from a Base Rate Loan to a LIBOR Rate Loan, or upon continuation of a LIBOR Rate Loan as a LIBOR Rate Loan) at a rate of interest based upon the LIBOR Rate. Interest on LIBOR Rate Loans shall be payable on the earliest of (i) the last day of the Interest Period applicable theretothereto (provided, however, that, subject to the following clauses (ii) and (iii), in addition, with respect to the case of any Interest Period greater than 3 months in duration, interest shall be payable at 3 month intervals after the commencement of 6 months, the applicable Interest Period and on the date that is three months after the first last day of the - 62 - such Interest Period applicable theretoPeriod), (ii) the occurrence of an Event of Default in consequence of date on which the Required Lenders or Agent on behalf thereof have elected to accelerate the maturity of all or any portion of the ObligationsObligations are accelerated pursuant to the terms hereof, or (iii) termination of this Agreement pursuant to the terms hereof. On the last day of each applicable Interest Period, unless Administrative Borrower properly has exercised the LIBOR Option with respect thereto, the interest rate applicable to such LIBOR Rate Loan automatically shall convert to the rate of interest then applicable to Base Rate Loans of the same type hereunder. At any time that an Event of Default has occurred and is continuing, Borrowers Borrower no longer shall have the option to request that Advances or the Delayed Draw Term Loan bear interest at a rate based upon the LIBOR Rate and Agent shall have the right to convert the interest rate on all outstanding LIBOR Rate Loans to the rate then applicable to Base Rate Loans hereunder.

Interest and Interest Payment Dates. In lieu of having interest charged at the rate based upon the Base Rate, Borrowers Borrower shall have the option (the "“LIBOR Option"”) to have interest on all or a portion of the Advances Revolving Loans be charged at a rate of interest based upon the LIBOR Rate. Interest on LIBOR Rate Loans shall be payable on the earliest of (i) the last first calendar day of the Interest Period applicable thereto, and in addition, with respect to any Interest Period of 6 months, on the date that is three months after the first last day of the Interest Period applicable thereto, (ii) the occurrence of an Event of Default in consequence of which the Required Lenders or Agent on behalf thereof have Lender has elected to accelerate the maturity of all or any portion of the Obligations, or (iii) termination of this Agreement pursuant to the terms hereof. On the last first calendar day after the end of each applicable Interest Period, unless Administrative Borrower properly has exercised the LIBOR Option with respect thereto, the interest rate applicable to such LIBOR Rate Loan automatically shall convert to the rate of interest then applicable to Base Rate Loans of the same type hereunderLoans. At any time that an Event of Default has occurred and is continuing, Borrowers Borrower no longer shall have the option to request that Advances Revolving Loans bear interest at a rate based upon the LIBOR Rate and Agent Lender shall have the right to convert the interest rate on all outstanding LIBOR Rate Loans to the rate then applicable to Base Rate Loans hereunder.

Interest and Interest Payment Dates. In lieu of having interest charged at the rate based upon the Base Reference Rate, Borrowers Borrower shall have the option (the "LIBOR Option") to have interest on all or a portion of the Advances Obligations (other than Obligations incurred pursuant to Section 2.2 above) to be charged at a rate of interest based upon the LIBOR Rate. Interest on LIBOR Rate Loans shall be payable on the earliest of (i) the last day of the Interest Period applicable thereto, and in addition, with respect to any Interest Period of 6 months, on the date that is three months after the first day of the Interest Period applicable thereto, (ii) the occurrence of an Event of Default in consequence of which the Required Lenders or Agent on behalf thereof have Foothill has elected to accelerate the maturity of all or any portion of the Obligations, or (iii) termination of this Agreement pursuant to the terms hereof. On the last day of each applicable Interest Period, unless Administrative Borrower properly has exercised the LIBOR Option with respect thereto, the interest rate applicable to such LIBOR Rate Loan automatically shall convert to the rate of interest then applicable to Base Reference Rate Loans of the same type hereunder. At any time that an Event of Default has occurred and is continuing, Borrowers Borrower no longer shall have the option to request that Advances Obligations bear interest at a rate based upon the LIBOR Rate and Agent Foothill shall have the right to convert the interest rate on all outstanding LIBOR Rate Loans to the rate then applicable to Base Reference Rate Loans as more fully set forth in Section 2.4(b) hereunder.

Interest and Interest Payment Dates. In lieu of having interest charged at the rate based upon the Base Rate, Borrowers shall have the option (the "LIBOR Option") to have interest on all or a portion of the Advances be charged at a rate of interest based upon the LIBOR Rate. Interest on LIBOR Rate Loans shall be payable on the earliest of (i) the last day of the Interest Period applicable thereto, and in addition, with respect to any Interest Period of 6 months, on the date that is three months after the first day of the Interest Period applicable thereto, (ii) the occurrence of an Event of Default in consequence of which the Required Lenders or Agent on behalf thereof have elected elect to accelerate the maturity of all or any portion of the Obligations, or (iii) termination of this Agreement pursuant to the terms hereof. On the last day of each applicable Interest Period, unless Administrative Borrower Borrowers properly has have exercised the LIBOR Option with respect thereto, the interest rate applicable to such LIBOR Rate Loan automatically shall convert to the rate of interest then applicable to Base Rate Loans of the same type hereunder. At any time that an Event of Default has occurred and is continuing, Borrowers no longer shall have the option to request that Advances bear interest at a rate based upon the LIBOR Rate and Agent shall have the right to convert the interest rate on all outstanding LIBOR Rate Loans to the rate then applicable to Base Rate Loans hereunder.

Interest and Interest Payment Dates. In lieu of having interest charged at the rate based upon the Base Rate, Borrowers shall have the option (the "LIBOR Option") to have interest on all or a portion of the Advances or Term Loan be charged at a rate of interest based upon the LIBOR Rate; provided that the Borrowers shall not have the option to have interest charged at a rate of interest based upon the LIBOR Rate on any portion of the Term Loan for any period prior to April 14, 2004 or if Liquidity is less than $30,000,000 for any time period. Interest on LIBOR Rate Loans shall be payable on the earliest of (i) the last day of the Interest Period applicable thereto, and in addition, with respect to any Interest Period of 6 months, on the date that is three months after the first day of the Interest Period applicable thereto, (ii) the occurrence of an Event of Default in consequence of which the Required Lenders or Agent on behalf thereof have elected to accelerate the maturity of all or any portion of the Obligations, or (iii) termination of this Agreement pursuant to the terms hereof. On the last day of each applicable Interest Period, unless Administrative Borrower properly has exercised the LIBOR Option with respect thereto, the interest rate applicable to such LIBOR Rate Loan automatically shall convert to the rate of interest then applicable to Base Rate Loans of the same type hereunder. At any time that an Event of Default has occurred and is continuing, Borrowers no longer shall have the option to request that Advances or any portion of the Term Loan bear interest at a rate based upon the LIBOR Rate and Agent shall have the right to convert the interest rate on all outstanding LIBOR Rate Loans to the rate then applicable to Base Rate Loans hereunder.

Interest and Interest Payment Dates. In lieu of having interest charged at the rate based upon the Base Rate, Borrowers shall have the option option, subject to Section 2.12(b) below (the "“LIBOR Option"”) to have interest on all or a portion of the Advances Revolving Loans be charged (whether at the time when made (unless otherwise provided herein), upon conversion from a Base Rate Loan to a LIBOR Rate Loan, or upon continuation of a LIBOR Rate Loan as a LIBOR Rate Loan) at a rate of interest based upon the LIBOR Rate. Interest on LIBOR Rate Loans shall be payable on the earliest of (i) the last day of the Interest Period applicable thereto; provided, that, subject to the following clauses (ii) and (iii), in addition, with respect to the case of any Interest Period greater than three months in duration, interest shall be payable at three-month intervals after the commencement of 6 months, the applicable Interest Period and on the date that is three months after the first last day of the such Interest Period applicable theretoPeriod), (ii) the occurrence of an Event of Default in consequence of date on which the Required Lenders or Agent on behalf thereof have elected to accelerate the maturity of all or any portion of the ObligationsObligations are accelerated pursuant to the terms hereof, or (iii) termination of this Agreement the Maturity Date or (iv) the date on which all Commitments are terminated pursuant to the terms hereof. On the last day of each applicable Interest Period, unless Administrative Borrower Borrowers have properly has exercised the LIBOR Option with respect thereto, the interest rate applicable to such LIBOR Rate Loan automatically shall convert to the rate of interest then applicable to Base Rate Loans of the same type hereunder. At any time that an Event of Default has occurred and is continuing, Borrowers no longer shall have the option to request that Advances Revolving Loans bear interest at a rate based upon the LIBOR Rate and Agent shall have the right to convert the interest rate on all outstanding LIBOR Rate Loans to the rate then applicable to Base Rate Loans hereunderRate.

Interest and Interest Payment Dates. In lieu of having interest charged at the rate based upon the Base Rate, Borrowers shall have the option (the "LIBOR Option") to have interest on all or a portion of the Advances be charged at a rate of interest based upon the LIBOR Rate. Interest on LIBOR Rate Loans shall be payable on the earliest of (i) the last day of the Interest Period applicable thereto, and in addition, with respect to any Interest Period of 6 months, on the date that is three months after the first day of the Interest Period applicable thereto, (ii) the occurrence of an Event of Default in consequence of which if the Required Lenders or Agent on behalf thereof have elected to accelerate the maturity of all or any portion of the Obligations, or (iii) termination of this Agreement pursuant to the terms hereof. On the last day of each applicable Interest Period, unless Administrative Borrower Representative properly has exercised the LIBOR Option with respect thereto, the interest rate applicable to such LIBOR Rate Loan automatically shall convert to the rate of interest then applicable to Base Rate Loans of the same type hereunder. At any time that an Event of Default has occurred and is continuing, Borrowers no longer shall have the option to request that Advances bear interest at a rate based upon the LIBOR Rate and Agent shall have the right to convert the interest rate on all outstanding LIBOR Rate Loans to the rate then applicable to Base Rate Loans hereunderhereunder at the end of the applicable Interest Period.

Interest and Interest Payment Dates. In lieu of having interest charged at the rate based upon the Base Rate, Borrowers shall have the option option, subject to Section 2.12(b) -95- below (the "LIBOR Option") to have interest on all or a portion of the Advances Revolving Loans be charged (whether at the time when made (unless otherwise provided herein), upon conversion from a Base Rate Loan to a LIBOR Rate Loan, or upon continuation of a LIBOR Rate Loan as a LIBOR Rate Loan) at a rate of interest based upon the LIBOR Rate. Interest on LIBOR Rate Loans shall be payable on the earliest of (i) the last day of the Interest Period applicable thereto; provided, that subject to the following clauses (ii) and (iii), in addition, with respect to the case of any Interest Period greater than three months in duration, interest shall be payable at three month intervals after the commencement of 6 months, the applicable Interest Period and on the date that is three months after the first last day of the such Interest Period applicable theretoPeriod), (ii) the occurrence of an Event of Default in consequence of date on which the Required Lenders or Agent on behalf thereof have elected to accelerate the maturity of all or any portion of the ObligationsObligations are accelerated pursuant to the terms hereof, or (iii) termination of the date on which this Agreement is terminated pursuant to the terms hereof. On the last day of each applicable Interest Period, unless Administrative Borrower Borrowers have properly has exercised the LIBOR Option with respect thereto, the interest rate applicable to such LIBOR Rate Loan automatically shall convert to the rate of interest then applicable to Base Rate Loans of the same type hereunder. At any time that an Event of Default has occurred and is continuing, Borrowers no longer shall have the option to request that Advances Revolving Loans bear interest at a rate based upon the LIBOR Rate and Agent shall have the right to convert the interest rate on all outstanding LIBOR Rate Loans to the rate then applicable to Base Rate Loans hereunderRate.

Interest and Interest Payment Dates. In lieu of having interest charged at the rate based upon the Base RateRate or the Daily LIBOR Rate with respect to Revolving Loans, Borrowers each Borrower shall have the option option, subject to Section 2.12(b) below (the "“LIBOR Option"”) to have interest on all or a portion of the Advances Revolving Loans be charged (whether at the time when made (unless otherwise provided herein), upon conversion from a Base Rate Loan or a Daily LIBOR Rate Loan, as the case may be, to a LIBOR Rate Loan, or upon continuation of a LIBOR Rate Loan as a LIBOR Rate Loan) at a rate of interest based upon the LIBOR Rate. Interest on LIBOR Rate Loans shall be payable on the earliest of (i) the last day of the Interest Period applicable thereto, and in addition, with respect to any Interest Period of 6 months, on the date that is three months after the first day of the Interest Period applicable thereto, ; (ii) the occurrence of an Event of Default in consequence of date on which the Required Lenders or Agent on behalf thereof have elected to accelerate the maturity of all or any portion of the ObligationsObligations are accelerated pursuant to the terms hereof, or (iii) termination of the date on which this Agreement is terminated pursuant to the terms hereof. On the last day of each applicable Interest Period, unless Administrative the applicable Borrower has properly has exercised the LIBOR Option with respect thereto, the interest rate applicable to such LIBOR Rate Loan automatically shall convert to the rate of interest then applicable to Base Rate Loans of the same type hereunder. At any time that an Event of Default has occurred and is continuing, at the written election of the Required Lenders, Borrowers no longer shall have the option to request that Advances Revolving Loans bear interest at a rate based upon the LIBOR Rate and Agent shall have or the right to convert the interest rate on all outstanding Daily LIBOR Rate Loans to the rate then applicable to Base Rate Loans hereunderRate.

Interest and Interest Payment Dates. In lieu of having interest charged at the rate based upon the Base RateRate or the Daily LIBOR Rate with respect to Revolving Loans, Borrowers each Borrower shall have the option option, subject to Section 2.12(b) below (the "“LIBOR Option"”) to have interest on all or a portion of the Advances its Revolving Loans be charged (whether at the time when made (unless otherwise provided herein), upon conversion from a Base Rate Loan or a Daily LIBOR Rate Loan, as the case may be, to a LIBOR Rate Loan, or upon continuation of a LIBOR Rate Loan as a LIBOR Rate Loan) at a rate of interest based upon the LIBOR Rate. Interest on LIBOR Rate Loans shall be payable on the earliest of (i) the last day of the Interest Period applicable thereto, and in addition, with respect to any Interest Period of 6 months, on the date that is three months after the first day of the Interest Period applicable thereto, ; (ii) the occurrence of an Event of Default in consequence of date on which the Required Lenders or Agent on behalf thereof have elected to accelerate the maturity of all or any portion of the ObligationsObligations are accelerated pursuant to the terms hereof, or (iii) termination of the date on which this Agreement is terminated pursuant to the terms hereof. On the last day of each applicable Interest Period, unless Administrative the applicable Borrower has properly has exercised the LIBOR Option with respect thereto, the interest rate applicable to such LIBOR Rate Loan automatically shall convert to the rate of interest then applicable to Base Rate Loans of the same type hereunder. At any time that an Event of Default has occurred and is continuing, at the written election of the Required Lenders, Borrowers no longer shall have the option to request that Advances Revolving Loans bear interest at a rate based upon the LIBOR Rate and Agent shall have or the right to convert the interest rate on all outstanding Daily LIBOR Rate Loans to the rate then applicable to Base Rate Loans hereunder.Rate. (b)

Interest and Interest Payment Dates. In lieu of having interest charged at the rate based upon determined by reference to the Base Rate, Borrowers Borrower shall have the option (the "LIBOR Option") to have interest on all or a portion of the Revolving Loan A Advances be charged at a rate of interest based upon the LIBOR Rate. Interest on LIBOR Rate Loans shall be payable on the earliest of (i) the last day of the Interest Period applicable thereto; provided, and in additionhowever, with respect to any if Borrower has elected an Interest Period of 6 monthssix months for any LIBOR Rate Loan, then interest on such LIBOR Rate Loan shall also be payable on the date that is three months after the first last day of the Interest Period applicable theretothird month that such LIBOR Rate Loan is outstanding, (ii) the occurrence of an Event of Default in consequence of which the Required Lenders or Agent on behalf thereof have Lender has elected to accelerate the maturity of all or any portion of the Obligations, or (iii) termination of this Agreement pursuant to the terms hereof. On the last day of each applicable Interest Period, unless Administrative Borrower properly has exercised the LIBOR Option with respect thereto, the interest rate applicable to such LIBOR Rate Loan automatically shall convert to the rate of interest then applicable to Base Rate Loans of the same type hereunder. At any time that an Event of Default has occurred and is continuing, Borrowers Borrower no longer shall have the option to request that Revolving Loan A Advances bear interest at a rate of interest based upon the LIBOR Rate and Agent Lender shall have the right to convert the interest rate on all outstanding LIBOR Rate Loans to the rate then applicable to Base Rate Loans hereunder.

Interest and Interest Payment Dates. In lieu of having interest charged at the rate based upon the Base Rate, Borrowers Borrower shall have the option (the "LIBOR OptionOPTION") to have interest on all or a portion of the Advances be charged at a rate of interest based upon the LIBOR Rate. Interest on LIBOR Rate Loans shall be payable on the earliest of (i) the last day of the Interest Period applicable thereto, and in addition, with respect to any Interest Period of 6 months, on the date that is three months after the first day of the Interest Period applicable thereto, (ii) the occurrence of an Event of Default in consequence of which the Required Lenders or Agent on behalf thereof have elected elect to accelerate the maturity of all or any portion of the Obligations, or (iii) termination of this Agreement pursuant to the terms hereof. On the last day of each applicable Interest Period, unless Administrative Borrower properly has exercised the LIBOR Option with respect thereto, the interest rate applicable to such LIBOR Rate Loan automatically shall convert to the rate of interest then applicable to Base Rate Loans of the same type hereunder; PROVIDED, HOWEVER, that Borrower may not exercise the LIBOR Option with respect to an existing LIBOR Rate Loan if there are any assets remaining in any Collateral Account. At any time that an Event of Default has occurred and is continuing, Borrowers Borrower no longer shall have the option to request that Advances bear interest at a rate based upon the LIBOR Rate and Agent shall have the right to convert the interest rate on all outstanding LIBOR Rate Loans to the rate then applicable to Base Rate Loans hereunder.

Interest and Interest Payment Dates. In lieu of having interest charged at the rate based upon the Base Rate, Borrowers Borrower shall have the option (the "LIBOR Option") to have interest on all or a portion of the Advances be charged at a rate of interest based upon the LIBOR Rate. Interest on LIBOR Rate Loans shall be payable on the earliest of (i) the last day of the Interest Period applicable thereto, and thereto (provided that in addition, with respect to the case of any Interest Period of 6 for any LIBOR Rate Loan which is greater than three months, interest on such LIBOR Rate Loan also shall be payable on the date that is three months after the first day beginning of the such Interest Period applicable theretoPeriod), (ii) the occurrence of an Event of Default in consequence of which the Required Lenders or Agent on behalf thereof have Lender has elected to accelerate the maturity of all or any portion of the Obligations, or (iii) termination of this Agreement pursuant to the terms hereof. On the last day of each applicable Interest Period, unless Administrative Borrower properly has exercised the LIBOR Option with respect thereto, the interest rate applicable to such LIBOR Rate Loan automatically shall convert to the rate of interest then applicable to Base Rate Loans of the same type hereunder. At any time that an Event of Default has occurred and is continuing, Borrowers Borrower no longer shall have the option to request that Advances bear interest at a rate based upon the LIBOR Rate and Agent Lender shall have the right to convert the interest rate on all outstanding LIBOR Rate Loans to the rate then applicable to Base Rate Loans hereunder.

Interest and Interest Payment Dates. In lieu of having interest charged at the rate based upon the Base Rate, Borrowers each Borrower Group shall have the option option, subject to Section 2.12(b) below (the "LIBOR Option") to have interest on all or a portion of the Advances Revolving Loans or the FILO Loans made to such Borrower Group be charged (whether at the time when made (unless otherwise provided herein), upon conversion from a Base Rate Loan to a LIBOR Rate Loan, or upon continuation of a LIBOR Rate Loan as a LIBOR Rate Loan) at a rate of interest based upon the LIBOR Rate. Interest on LIBOR Rate Loans shall be payable on the earliest of (i) the last day of the Interest Period applicable thereto; provided, that subject to the following clauses (ii) and (iii), in addition, with respect to the case of any Interest Period greater than three months in duration, interest shall be payable at three month intervals after the commencement of 6 months, the applicable Interest Period and on the date that is three months after the first last day of the such Interest Period applicable theretoPeriod), (ii) the occurrence of an Event of Default in consequence of date on which the Required Lenders or Agent on behalf thereof have elected to accelerate the maturity of all or any portion of the ObligationsObligations are accelerated pursuant to the terms hereof, or (iii) termination of the date on which this Agreement is terminated pursuant to the terms hereof. On the last day of each applicable Interest Period, unless Administrative a Borrower Group has properly has exercised the LIBOR Option with respect thereto, the interest rate applicable to such LIBOR Rate Loan automatically shall convert to the rate of interest then applicable to Base Rate Loans of the same type hereunder. At any time that an Event of Default has occurred and is continuing, at the written election of Agent or the Required Lenders, Borrowers no longer shall have the option to request that Advances Revolving Loans or FILO Loans bear interest at a rate based upon the LIBOR Rate and Agent shall have the right to convert the interest rate on all outstanding LIBOR Rate Loans to the rate then applicable to Base Rate Loans hereunderRate.

Interest and Interest Payment Dates. In lieu of having interest charged at the rate based upon the Base Rate, Borrowers Borrower shall have the option (the "LIBOR Option") to have interest on all or a portion of the Advances or the Term Loan be charged at a rate of interest based upon the LIBOR Rate. Interest on LIBOR Rate Loans shall be payable on the earliest of (i) the last day of the Interest Period applicable theretothereto (provided, however, that, subject to the following clauses (ii) and (iii), in addition, with respect to the case of any Interest Period greater than 3 months in duration, interest shall be payable at 3 month intervals after the commencement of 6 months, the applicable Interest Period and on the date that is three months after the first last day of the such Interest Period applicable theretoPeriod), (ii) the occurrence of date on which an Event of Default in consequence of which the Required Lenders or Agent on behalf thereof have elected to accelerate the maturity of all or any portion of the Obligationsoccurs, or (iii) termination of the date on which this Agreement is terminated pursuant to the terms hereof. On the last day of each applicable Interest Period, unless Administrative Borrower properly has exercised the LIBOR Option with respect thereto, the interest rate applicable to such LIBOR Rate Loan automatically shall convert to the rate of interest then applicable to Base Rate Loans of the same type hereunder. At any time that an Event of Default has occurred and is continuing, Borrowers (x) Borrower no longer shall have the option to request that Advances or the Term Loan bear interest at a rate based upon the LIBOR Rate Rate, and (y) Agent shall have the right to convert the interest rate on all outstanding LIBOR Rate Loans to the rate then applicable to Base Rate Loans hereunder, provided that Borrower shall not be obligated for any loss, cost, or expense incurred by Agent or any Lender as a result of any such conversion by Agent.

Interest and Interest Payment Dates. In lieu of having interest charged at the rate based upon the Base Rate, Borrowers shall have the option (the "LIBOR Option") to have interest on all or a portion of the Advances or the Term Loan be charged at a rate of interest based upon the LIBOR Rate. Interest on LIBOR Rate Loans shall be payable on the earliest of (i) the last day of the Interest Period applicable thereto, provided, however, that, subject to the following clauses (ii) and (iii), in addition, with respect to the case of any Interest Period greater than 3 months in duration, interest shall be payable at 3 month intervals after the commencement of 6 months, the applicable Interest Period and on the date that is three months after the first last day of the such Interest Period applicable theretoPeriod), (ii) the occurrence of an Event of Default in consequence of which the Required Lenders or Agent on behalf thereof have Lender has elected to accelerate the maturity of all or any portion of the Obligations, or (iii) termination of this Agreement pursuant to the terms hereof. On the last day of each applicable Interest Period, unless Administrative Borrower properly has exercised the LIBOR Option with respect thereto, the interest rate applicable to such LIBOR Rate Loan automatically shall convert to the rate of interest then applicable to Base Rate Loans of the same type hereunder. At any time that an Event of Default has occurred and is continuing, Borrowers no longer shall have the option to request that Advances or the Term Loan bear interest at a rate based upon the LIBOR Rate and Agent Lender shall have the right to convert the interest rate on all outstanding LIBOR Rate Loans to the rate then applicable to Base Rate Loans hereunder.

Interest and Interest Payment Dates. In lieu of having interest charged at the rate based upon the Base Rate, Borrowers Borrower shall have the option (the "“LIBOR Option"”) to have interest on all or a portion of the Advances be charged at a rate of interest based upon the LIBOR Rate. Interest on LIBOR Rate Loans shall be payable on the earliest of (i) the last day of the Interest Period applicable theretothereto (provided, however, that, subject to the following clauses (ii) and (iii), in addition, with respect to the case of any Interest Period greater than 3 months in duration, interest shall be payable at 3 month intervals after the commencement of 6 months, the applicable Interest Period and on the date that is three months after the first last day of the such Interest Period applicable theretoPeriod), (ii) the occurrence of an Event of Default in consequence of which the Required Lenders or Agent on behalf thereof have elected to accelerate the maturity of all or any portion of the Obligations, or (iii) termination of this Agreement pursuant to the terms hereof. On the last day of each applicable Interest Period, unless Administrative Borrower properly has exercised the LIBOR Option with respect thereto, the interest rate applicable to such LIBOR Rate Loan automatically shall convert to the rate of interest then applicable to Base Rate Loans of the same type hereunder. At any time that an Event of Default has occurred and is continuing, Borrowers Borrower no longer shall have the option to request that Advances bear interest at a rate based upon the LIBOR Rate and Agent shall have the right to convert the interest rate on all outstanding LIBOR Rate Loans to the rate then applicable to Base Rate Loans hereunder.

Interest and Interest Payment Dates. In lieu of having interest charged at the rate based upon the Base Rate, Borrowers Borrower shall have the option (the "LIBOR Option") to have interest on all or a portion of the Advances ------------ be charged at a rate of interest based upon the LIBOR Rate. Interest on LIBOR Rate Loans shall be payable on the earliest of (i) the last day of the Interest Period applicable thereto, and in addition, with respect to any Interest Period of 6 months, on the date that is three months after the first day of the Interest Period applicable thereto, (ii) the occurrence and continuance of an Event of Default in consequence of which the Required Lenders or Agent on behalf thereof have Lender has elected to accelerate the maturity of all or any portion of the Obligations, or (iii) termination of this Agreement pursuant to the terms hereof, or (iv) the first day of each month that such LIBOR Rate Loan is outstanding. On the last day of each applicable Interest Period, unless Administrative Borrower properly has exercised the LIBOR Option with respect thereto, the interest rate applicable to such LIBOR Rate Loan automatically shall convert to the rate of interest then applicable to Base Rate Loans of the same type hereunder. At any time that an Event of Default has occurred and is continuing, Borrowers Borrower no longer shall have the option to request that Advances bear interest at a rate based upon the LIBOR Rate and Agent Lender shall have the right to convert the interest rate on all outstanding LIBOR Rate Loans to the rate then applicable to Base Rate Loans hereunder.

Interest and Interest Payment Dates. In lieu of having interest charged at the rate based upon the Base Rate, Borrowers shall have the option option, subject to Section 2.12(c) below (the "“LIBOR Option"”) to have interest on all or a portion of the Advances Term Loan or the Revolving Loans be charged (whether at the time when made (unless otherwise provided herein), upon conversion from a Base Rate Loan to a LIBOR Rate Loan, or upon continuation of a LIBOR Rate Loan as a LIBOR Rate Loan) at a rate of interest based upon the LIBOR Rate. Interest on LIBOR Rate Loans shall be payable on the earliest of (i) the last day of the Interest Period applicable thereto; provided, that, subject to the following clauses (ii) and (iii), in addition, with respect to the case of any Interest Period greater than 3 months in duration, interest shall be payable at 3 month intervals after the commencement of 6 months, the applicable Interest Period and on the date that is three months after the first last day of the such Interest Period applicable theretoPeriod, (ii) the occurrence of an Event of Default in consequence of date on which the Required Lenders or Agent on behalf thereof have elected to accelerate the maturity of all or any portion of the ObligationsObligations are accelerated pursuant to the terms hereof, or (iii) termination of the date on which this Agreement is terminated pursuant to the terms hereof. On the last day of each applicable Interest Period, unless Administrative Borrower Borrowers properly has have exercised the LIBOR Option with respect thereto, the interest rate applicable to such LIBOR Rate Loan automatically shall convert to the a rate of interest then applicable to the Base Rate Loans of the same type hereunder. At any time that an Event of Default has occurred and is continuing, Borrowers no longer shall have the option to request that Advances bear interest at a rate based upon the LIBOR Rate and Agent shall have the right to convert the interest rate on all outstanding LIBOR Rate Loans to the rate then applicable to Base Rate Loans hereunder.