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, subject to Section 2.12(b) below (the “LIBORSOFR Option”) to have interest on all or a portion of 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 RateSOFR Loan, or upon continuation of a LIBOR RateSOFR Loan as a LIBOR RateSOFR Loan) at a rate of interest based upon the LIBOR RateTerm SOFR. Interest on LIBOR 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 the case of any Interest Period greater than three months in duration, interest shall be payable at three month intervals after the commencement of the applicable Interest Period and on the last day of such Interest Period), (ii) the date on which all or any portion of the Obligations are accelerated pursuant to the terms hereof, or (iii) the date on which this Agreement is terminated pursuant to the terms hereof. On the last day of each applicable Interest Period, unless Borrowers have properly exercised the LIBORSOFR Option with respect thereto, the interest rate applicable to such LIBOR 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 Revolving Loans bear interest at a rate based upon the LIBOR RateTerm SOFR. -152- LEGAL_US_W # 114834644.8114834644.17

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, subject to Section 2.12(b) below option (the “LIBORSOFR LIBOR Option”) to have interest on all or a portion of 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 RateSOFR Loan, or upon continuation of a LIBOR RateSOFR Loan as a LIBOR RateSOFR Loan) at a rate of interest based upon the LIBOR RateTerm SOFRRate. Interest on LIBOR RateSOFR 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 thereto; provided, that subject to the following clauses (ii) and (iii)thereto and, in the case of any LIBOR Rate Loan with an Interest Period greater longer than three months in duration(3) months, the date that interest shall be would have been payable at three month intervals after the commencement of the applicable if such LIBOR Rate Loan had an Interest Period and on the last day of such Interest Period)three (3) months, (ii) the date on occurrence of an Event of Default in consequence of which the maturity of all or any portion of the Obligations are accelerated pursuant to the terms hereofhas been accelerated, or (iii) the date on which termination of this Agreement is terminated pursuant to the terms hereof. On the last day of each applicable Interest Period, unless Borrowers have Administrative Borrower properly has exercised the LIBORSOFR LIBOR Option with respect thereto, the interest rate applicable to such Loans that are LIBOR RateSOFR Loan Rate 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 Revolving Loans bear interest at a rate based upon the LIBOR RateTerm SOFR. -152- LEGAL_US_W # 114834644.8114834644.17Rate 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 hereunder (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 shall have the option, subject to Section 2.12(b) below option (the “LIBORSOFR "LIBOR Option”") to have interest on all or a portion of the Revolving Loans 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 RateTerm SOFRRate. Interest on LIBOR RateSOFR Rate Loans shall be payable on the earliest of as follows: (i) on the last day of the Interest Period applicable thereto; provided, that subject to the following clauses (ii) and (iii), upon the occurrence of an Event of Default in consequence of which Lender has elected to accelerate the case maturity of any Interest Period greater than three months in duration, interest shall be payable at three month intervals after the commencement of the applicable Interest Period and on the last day of such Interest Period), (ii) the date on which all or any portion of the Obligations (provided, that Lender shall not accelerate any LIBOR Rate Loans unless all Base Rate Loans are accelerated pursuant to the terms hereof, or have been accelerated); or (iii) the date on which upon termination of this Agreement is terminated pursuant to the terms hereof. On the last day of each applicable Interest Period, unless Borrowers have Administrative Borrower properly has exercised the LIBORSOFR LIBOR Option with respect thereto, the interest rate applicable to such LIBOR RateSOFR 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 Revolving Loans Advances bear interest at a rate based upon the LIBOR RateTerm SOFR. -152- LEGAL_US_W # 114834644.8114834644.17Rate and 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, subject to Section 2.12(b) below (the “LIBORSOFR LIBOR Option”) to have interest on all or a portion of the 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 RateSOFR Rate Loan, or upon continuation of a LIBOR RateSOFR Rate Loan as a LIBOR RateSOFR Rate Loan) at a rate of interest based upon the LIBOR RateTerm SOFRRate. Interest on LIBOR RateSOFR 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 the case of any Interest Period greater than three months in duration, interest shall be payable at three month intervals after the commencement of the applicable Interest Period and on the last day of such Interest Period), (ii) the date on which all or any portion of the Obligations are accelerated pursuant to the terms hereof, or (iii) the date on which this Agreement is terminated pursuant to the terms hereof. On the last day of each applicable Interest Period, unless Borrowers have properly exercised the LIBORSOFR LIBOR Option with respect thereto, the interest rate applicable to such LIBOR RateSOFR 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 Revolving Loans bear interest at a rate based upon the LIBOR RateTerm SOFR. -152- LEGAL_US_W # 114834644.8114834644.17Rate.

Interest and Interest Payment Dates. In lieu of having interest charged at the rate based upon the Base Rate, Borrowers shall have the option, subject to Section 2.12(b) below (the “LIBORSOFR LIBOR Option”) to have interest on all or a portion of the 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 RateSOFR Rate Loan, or upon continuation of a LIBOR RateSOFR Rate Loan as a LIBOR RateSOFR Rate Loan) at a rate of interest based upon the LIBOR RateTerm SOFRRate. Interest on LIBOR RateSOFR Rate Loans shall be payable on the earliest of (i) the last day of the Interest Period applicable thereto; provided, that that, subject to the following clauses (ii) and (iii), in 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 the applicable Interest Period and on the last day of such Interest Period), (ii) the date on which all or any portion of the Obligations are accelerated pursuant to the terms hereof, or (iii) the date on which this Agreement is terminated pursuant to the terms hereof. On the last day of each applicable Interest Period, unless Borrowers have properly exercised the LIBORSOFR LIBOR Option with respect thereto, the interest rate applicable to such LIBOR RateSOFR 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 Revolving Loans or the FILO Term Loan bear interest at a rate based upon the LIBOR RateTerm SOFR. -152- LEGAL_US_W # 114834644.8114834644.17Rate.

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, subject to Section 2.12(b) below option (the “LIBORSOFR "LIBOR Option”") to have interest on all or a portion of the Revolving Loans Advances (either upon the Borrowing of any such portion or thereafter as provided herein) 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 determined by reference to the LIBOR RateTerm SOFRRate. Interest on LIBOR RateSOFR 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 the case of any Interest Period greater than three months in duration, interest shall be payable at three month intervals after the commencement of the applicable Interest Period and on the last day of such Interest Period), (ii) the date occurrence of an Event of Default in consequence of which the Required Lenders or Agent on which all or any portion behalf thereof elect to accelerate the maturity of the Obligations are accelerated pursuant to the terms hereofObligations, or (iii) the date on which termination of this Agreement is terminated pursuant to the terms hereof. On the last day of each applicable Interest Period, unless Borrowers have Administrative Borrower properly has exercised the LIBORSOFR LIBOR Option with respect thereto, the interest rate applicable to such LIBOR RateSOFR 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 Revolving Loans Advances bear interest at a rate based upon the LIBOR RateTerm SOFR. -152- LEGAL_US_W # 114834644.8114834644.17Rate 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, subject to Section 2.12(b) below (the “LIBORSOFR Option”) to have interest on all or a portion of 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 RateSOFR Loan, or upon continuation of a LIBOR RateSOFR Loan as a LIBOR RateSOFR Loan) at a rate of interest based upon the LIBOR RateTerm RateAdjusted Term SOFR. Interest on LIBOR 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 the case of any Interest Period greater than three months in duration, interest shall be payable at three month intervals after the commencement of the applicable Interest Period and on the last day of such Interest Period), (ii) the date on which all or any portion of the Obligations are accelerated pursuant to the terms hereof, or (iii) the date on which this Agreement is terminated pursuant to the terms hereof. On the last day of each applicable Interest Period, unless Borrowers have properly exercised the LIBORSOFR Option with respect thereto, the interest rate applicable to such LIBOR 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, at the written election of Agent or the Required Lenders, Borrowers no longer shall have the option to request that Revolving Loans bear interest at a rate based upon the LIBOR RateTerm RateAdjusted Term 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 Rate, Borrowers shall have the option, subject to Section 2.12(b) below (the “LIBORSOFR LIBOR Option”) to have interest on all or a portion of 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 RateSOFR Rate Loan or LIBOR Index Rate Loan, or upon continuation of a LIBOR RateSOFR Rate Loan as a LIBOR RateSOFR Rate Loan) at a rate of interest based upon the LIBOR RateTerm SOFRRate or LIBOR Index Rate, as applicable. Interest on LIBOR RateSOFR 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 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 the applicable Interest Period and on the last day of such Interest Period), (ii) the date on which all or any portion of the Obligations are accelerated pursuant to the terms hereof, or (iii) the date on which this Agreement is terminated pursuant to the terms hereof. On the last day of each applicable Interest Period, unless Borrowers have properly exercised the LIBORSOFR LIBOR Option with respect thereto, the interest rate applicable to such LIBOR RateSOFR 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 Revolving Loans bear interest at a rate based upon the LIBOR RateTerm SOFR. -152- LEGAL_US_W # 114834644.8114834644.17Rate or LIBOR Index Rate.

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, subject to Section 2.12(b) below option (the “LIBORSOFR LIBOR Option”) to have interest on all or a portion of the Revolving Loans Term Loan 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 RateTerm SOFRRate. Interest on LIBOR RateSOFR Rate Loans shall be payable on the earliest of (iA) the last day of the Interest Period applicable thereto; provided, that however, that, subject to the following clauses (iiB) and (iiiC), in 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 the applicable Interest Period and on the last day of such Interest Period), (iiB) the date occurrence of an Event of Default in consequence of which the Required Lenders or Collateral Agent on which behalf thereof elect to accelerate the maturity of all or any portion of the Obligations are accelerated Obligations, or (C) termination of this Agreement pursuant to the terms hereof, or (iii) . Interest at the date Post-Default Rate shall be payable on which this Agreement is terminated pursuant to the terms hereofdemand. On the last day of each applicable Interest Period, unless Borrowers have the Borrower properly has exercised the LIBORSOFR LIBOR Option with respect thereto, the interest rate applicable to such LIBOR RateSOFR 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 Revolving Loans the Term Loan bear interest at a rate based upon the LIBOR RateTerm SOFR. -152- LEGAL_US_W # 114834644.8114834644.17Rate and Administrative Agent shall have the right to convert the interest rate on all outstanding LIBOR Rate Loans to the rate then applicable to Reference 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, subject to Section 2.12(b) below option (the “LIBORSOFR "LIBOR Option”") to have interest on all or a portion of the Revolving Loans Obligations (other than Obligations incurred pursuant to Section 2.2 above) to 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 RateTerm SOFRRate. Interest on LIBOR RateSOFR 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 the case of any Interest Period greater than three months in duration, interest shall be payable at three month intervals after the commencement of the applicable Interest Period and on the last day of such Interest Period), (ii) the date on occurrence of an Event of Default in consequence of which Foothill has elected to accelerate the maturity of all or any portion of the Obligations are accelerated pursuant to the terms hereofObligations, or (iii) the date on which termination of this Agreement is terminated pursuant to the terms hereof. On the last day of each applicable Interest Period, unless Borrowers have Borrower properly has exercised the LIBORSOFR LIBOR Option with respect thereto, the interest rate applicable to such LIBOR RateSOFR 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 Revolving Loans Obligations bear interest at a rate based upon the LIBOR RateTerm SOFR. -152- LEGAL_US_W # 114834644.8114834644.17Rate and Foothill shall have the right to convert the interest rate on all outstanding LIBOR Rate Loans to the rate then applicable to 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 Prime Rate, Borrowers shall have the option, subject to Section 2.12(b) below option (the “LIBORSOFR "LIBOR Option”") to have interest on all or a portion of the Revolving Loans 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 RateSOFR Loan, or upon continuation of a LIBOR RateSOFR Loan as a LIBOR RateSOFR Loan) at a rate of interest based upon the LIBOR RateTerm SOFRRate. Interest on LIBOR RateSOFR 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 the case of any Interest Period greater than three months in duration, interest shall be payable at three month intervals after the commencement of the applicable Interest Period and on the last day of such Interest Period), (ii) the date occurrence of an Event of Default in consequence of which the Required Lenders or Agent on which all or any portion behalf thereof elect to accelerate the maturity of the Obligations are accelerated pursuant to the terms hereofObligations, or (iii) the date on which termination of this Agreement is terminated pursuant to the terms hereof. On the last day of each applicable Interest Period, unless Borrowers have Administrative Borrower properly has exercised the LIBORSOFR a new LIBOR Option or conversion to a Prime Rate Loan with respect thereto, the interest rate applicable to such LIBOR RateSOFR 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 no longer shall have the option to request that Revolving Loans Advances or the Term Loan (or portions thereto) bear interest at a rate based upon the LIBOR RateTerm SOFR. -152- LEGAL_US_W # 114834644.8114834644.17Rate and Agent shall have the right to convert the interest rate on all outstanding LIBOR Rate Loans to the rate then applicable to Prime 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, subject to Section 2.12(b2.13(b) below (the “LIBORSOFR LIBOR Option”) to have interest on all or a portion of the 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 RateSOFR Rate Loan, or upon continuation of a LIBOR RateSOFR Rate Loan as a LIBOR RateSOFR Rate Loan) at a rate of interest based upon the LIBOR RateTerm SOFRRate. Interest on LIBOR RateSOFR Rate Loans shall be payable on the earliest of (i%4) the last day of the Interest Period applicable thereto; provided, that that, subject to the following clauses (ii) and (iii), in 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 the applicable Interest Period and on the last day of such Interest Period), (ii%4) the date on which all or any portion of the Obligations are accelerated pursuant to the terms hereof, or (iii) the date on which this Agreement is terminated pursuant to the terms hereof. On the last day of each applicable Interest Period, unless Borrowers have properly exercised the LIBORSOFR LIBOR Option with respect thereto, the interest rate applicable to such LIBOR RateSOFR 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 any Revolving Loans bear interest at a rate based upon the LIBOR RateTerm SOFR. -152- LEGAL_US_W # 114834644.8114834644.17Rate.

Interest and Interest Payment Dates. In lieu of having interest charged at the rate based upon the Base Rate, Borrowers shall have the option, subject to Section 2.12(b) below option (the “LIBORSOFR "LIBOR Option”") to have interest on all or a portion of the Revolving Loans Advances or Term Loan 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 RateTerm SOFRRate; 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 RateSOFR 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 the case of any Interest Period greater than three months in duration, interest shall be payable at three month intervals after the commencement of the applicable Interest Period and on the last day of such Interest Period), (ii) the date occurrence of an Event of Default in consequence of which the Required Lenders or Agent on which behalf thereof have elected to accelerate the maturity of all or any portion of the Obligations are accelerated pursuant to the terms hereofObligations, or (iii) the date on which termination of this Agreement is terminated pursuant to the terms hereof. On the last day of each applicable Interest Period, unless Borrowers have Administrative Borrower properly has exercised the LIBORSOFR LIBOR Option with respect thereto, the interest rate applicable to such LIBOR RateSOFR 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 Revolving Loans Advances or any portion of the Term Loan bear interest at a rate based upon the LIBOR RateTerm SOFR. -152- LEGAL_US_W # 114834644.8114834644.17Rate 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, subject to Section 2.12(b) below option (the “LIBORSOFR LIBOR Option”) to have interest on all or a portion of the Revolving Loans Advances to 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 RateTerm SOFRRate. Interest on LIBOR RateSOFR Rate Loans shall be payable on the earliest of (i) the last day of the Interest Period applicable thereto; thereto (provided, that however, that, subject to the following clauses (ii) and (iii), in 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 the applicable Interest Period and on the last day of such Interest Period), (ii) the date on occurrence of an Event of Default in consequence of which Lender has elected to accelerate the maturity of all or any portion of the Obligations are accelerated pursuant to the terms hereofObligations, or (iii) the date on which termination of this Agreement is terminated pursuant to the terms hereof. On the last day of each applicable Interest Period, unless Borrowers have Borrower properly has exercised the LIBORSOFR LIBOR Option with respect thereto, the interest rate applicable to such LIBOR RateSOFR 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 Loans the Advances bear interest at a rate based upon the LIBOR RateTerm SOFR. -152- LEGAL_US_W # 114834644.8114834644.17Rate and 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, subject to Section 2.12(b) below option (the “LIBORSOFR "LIBOR Option”") to have interest on all or a portion of the Revolving Loans 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 RateTerm SOFRRate. Interest on LIBOR RateSOFR 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 the case of any Interest Period greater than three months in duration, interest shall be payable at three month intervals after the commencement of the applicable Interest Period and on the last day of such Interest Period), (ii) the date occurrence of an Event of Default in consequence of which the Required Lenders or Agent on which all or any portion behalf thereof elect to accelerate the maturity of the Obligations are accelerated Obligations, (iii) termination of this Agreement pursuant to the terms hereof, or (iiiiv) the date on which this Agreement first day of each month that such LIBOR Rate Loan is terminated pursuant to the terms hereofoutstanding. On the last day of each applicable Interest Period, unless Borrowers have Administrative Borrower properly has exercised the LIBORSOFR LIBOR Option with respect thereto, the interest rate applicable to such LIBOR RateSOFR 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 Revolving Loans Advances bear interest at a rate based upon the LIBOR RateTerm SOFR. -152- LEGAL_US_W # 114834644.8114834644.17Rate 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, subject to Section 2.12(b) below option (the “LIBORSOFR "LIBOR Option”") to have interest on all or a portion of the Revolving Loans 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 RateTerm SOFRRate. Interest on LIBOR RateSOFR 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 the case of any Interest Period greater than three months in duration, interest shall be payable at three month intervals after the commencement of the applicable Interest Period and on the last day of such Interest Period), (ii) the date occurrence of an Event of Default in consequence of which the Required Lenders or Agent on which behalf thereof elect to accelerate the maturity of all or any portion of the Obligations are accelerated Obligations, (iii) termination of this Agreement pursuant to the terms hereof, or (iiiiv) the date on which this Agreement first day of each month that such LIBOR Rate Loan is terminated pursuant to the terms hereofoutstanding. On the last day of each applicable Interest Period, unless Borrowers have Borrower properly has exercised the LIBORSOFR LIBOR Option with respect thereto, the interest rate applicable to such LIBOR RateSOFR 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 Loans Advances bear interest at a rate based upon the LIBOR RateTerm SOFR. -152- LEGAL_US_W # 114834644.8114834644.17Rate 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, subject to Section 2.12(b) below option (the “LIBORSOFR LIBOR Option”) to have interest on all or a portion of the Revolving Loans 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 RateTerm SOFRRate. Interest on LIBOR RateSOFR Rate Loans shall be payable on the earliest of (i) the last day of the Interest Period applicable thereto; thereto (provided, that however, that, subject to the following clauses (ii) and (iii), in 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 the applicable Interest Period and on the last day of such Interest Period), (ii) the date occurrence of an Event of Default in consequence of which the Required Lenders or Agent on which behalf thereof have elected to accelerate the maturity of all or any portion of the Obligations are accelerated pursuant to the terms hereofObligations, or (iii) the date on which termination of this Agreement is terminated pursuant to the terms hereof. On the last day of each applicable Interest Period, unless Borrowers have Borrower properly has exercised the LIBORSOFR LIBOR Option with respect thereto, the interest rate applicable to such LIBOR RateSOFR 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 Loans Advances bear interest at a rate based upon the LIBOR RateTerm SOFR. -152- LEGAL_US_W # 114834644.8114834644.17Rate 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, subject to Section 2.12(b) below option (the “LIBORSOFR "LIBOR Option”") to have interest on all or a portion of the Revolving Loans 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 RateTerm SOFRRate. Interest on LIBOR RateSOFR 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 the case of any Interest Period greater than three months in duration, interest shall be payable at three month intervals after the commencement of the applicable Interest Period and on the last day of such Interest Period), (ii) the date on occurrence and continuance of an Event of Default in consequence of which all or any portion Lender has elected to accelerate the maturity of the Obligations are accelerated Obligations, (iii) termination of this Agreement pursuant to the terms hereof, or (iiiiv) the date on which this Agreement first day of each month that such LIBOR Rate Loan is terminated pursuant to the terms hereofoutstanding. On the last day of each applicable Interest Period, unless Borrowers have Borrower properly has exercised the LIBORSOFR LIBOR Option with respect thereto, the interest rate applicable to such LIBOR RateSOFR 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 Loans Advances bear interest at a rate based upon the LIBOR RateTerm SOFR. -152- LEGAL_US_W # 114834644.8114834644.17Rate and 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, subject to Section 2.12(b) below option (the “LIBORSOFR "LIBOR Option”") to have interest on all or a portion of the Revolving Loans 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 RateTerm SOFRRate. The Term Loan shall be a LIBOR Rate Loan at all times after the Closing Date until such time as Agent may elect to convert the Term Loan to a Base Rate Loan upon the occurrence and during the continuation of an Event of Default. Interest on LIBOR RateSOFR Rate Loans shall be payable on the earliest of (i) the last day of the Interest Period applicable thereto; provided, that subject to unless the following clauses (ii) and (iii)Interest Period is longer than 3 months, in the which case of any Interest Period greater than three months in duration, interest shall be payable at three on (A) each 3-month intervals after anniversary of the commencement date of the applicable such Interest Period and on (B) the last day of such Interest Period), (ii) the date occurrence of an Event of Default in consequence of which the Required Lenders or Agent on which behalf thereof elect to accelerate the maturity of all or any portion of the Obligations are accelerated pursuant to the terms hereofObligations, or (iii) the date on which termination of this Agreement is terminated pursuant to the terms hereof. On the last day of each applicable Interest Period, unless Borrowers have Administrative Borrower properly has exercised the LIBORSOFR LIBOR Option with respect thereto, the interest rate applicable to such LIBOR RateSOFR 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 Revolving Loans Advances or the Term Loan bear interest at a rate based upon the LIBOR RateTerm SOFR. -152- LEGAL_US_W # 114834644.8114834644.17Rate 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 shall have the option, subject to Section 2.12(b) below option (the “LIBORSOFR "LIBOR Option”") to have interest on all or a portion of the Revolving Loans Advances ------------ be charged (whether at the time when made (unless otherwise provided herein), upon conversion from a Base LIBOR Rate Loan to a plus the Applicable 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 RateTerm SOFRRate Margin. Interest on LIBOR RateSOFR 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 the case of any Interest Period greater than three months in duration, interest shall be payable at three month intervals after the commencement of the applicable Interest Period and on the last day of such Interest Period), (ii) the date on occurrence of an Event of Default in consequence of which all or any portion Foothill has elected to accelerate the maturity of the Obligations are accelerated pursuant to the terms hereofObligations, or (iii) the date on which termination of this Agreement is terminated pursuant to the terms hereof. On the last day of each applicable Interest Period, unless Borrowers have Administrative Borrower properly has exercised the LIBORSOFR LIBOR Option with respect thereto, the interest rate applicable to such LIBOR RateSOFR 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 no longer shall have the option to request that Revolving Loans Advances bear interest at a rate based upon the LIBOR RateTerm SOFR. -152- LEGAL_US_W # 114834644.8114834644.17Rate and Foothill shall have the right to convert the interest rate on all outstanding LIBOR Rate Loans to the rate then applicable to 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, subject to Section 2.12(b2.122.13(b) below (the “"LIBORSOFR Option”") to have interest on all or a portion of the Revolving Loans 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 RateTerm RateAdjusted Term SOFR. Interest on LIBOR 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 the case of any Interest Period greater than three months in duration, interest shall be payable at three month intervals after the commencement of the applicable Interest Period and on the last day of such Interest Period), (ii) the date on which all or any portion of the Obligations are accelerated pursuant to the terms hereof, or (iii) the date on which this Agreement is terminated pursuant to the terms hereof. On the last day of each applicable Interest Period, unless Borrowers have properly exercised the LIBORSOFR Option with respect thereto, the interest rate applicable to such LIBOR 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 Revolving Loans Advances bear interest at a rate based upon the LIBOR RateTerm RateAdjusted Term 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 Rate, Borrowers shall have the option, subject to Section 2.12(b) below option (the “LIBORSOFR "LIBOR Option”") to have interest on all or a portion of the Revolving Loans 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 RateTerm SOFRRate. Interest on LIBOR RateSOFR 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 the case of any Interest Period greater than three months in duration, interest shall be payable at three month intervals after the commencement of the applicable Interest Period and on the last day of such Interest Period), (ii) the date occurrence of an Event of Default in consequence of which the Required Lenders or Agent on which behalf thereof have elected to accelerate the maturity of all or any portion of the Obligations are accelerated pursuant to the terms hereofObligations, or (iii) the date on which termination of this Agreement is terminated pursuant to the terms hereof. On the last day of each applicable Interest Period, unless Borrowers have Administrative Borrower properly has exercised the LIBORSOFR LIBOR Option with respect thereto, the interest rate applicable to such LIBOR RateSOFR 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 Revolving Loans Advances bear interest at a rate based upon the LIBOR RateTerm SOFR. -152- LEGAL_US_W # 114834644.8114834644.17Rate 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 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, subject to Section 2.12(b) below (the “LIBORSOFR LIBOR Option”) to have interest on all or a portion of the 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 RateSOFR Rate Loan, or upon continuation of a LIBOR RateSOFR Rate Loan as a LIBOR RateSOFR Rate Loan) at a rate of interest based upon the LIBOR RateTerm SOFRRate. Interest on LIBOR RateSOFR Rate Loans shall be payable on the earliest of (i) the last day of the Interest Period applicable thereto; provided, that that, subject to the following clauses (ii) and (iii), in 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 the applicable Interest Period and on the last day of such Interest Period), (ii) the date on which all or any portion of the Obligations are accelerated pursuant to the terms hereof, or (iii) the date on which this Agreement is terminated pursuant to the terms hereof. On the last day of each applicable Interest Period, unless Borrowers have Borrower properly has exercised the LIBORSOFR LIBOR Option with respect thereto, the interest rate applicable to such LIBOR RateSOFR 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 Revolving Loans or Floorplan Loans bear interest at a rate based upon the LIBOR RateTerm SOFR. -152- LEGAL_US_W # 114834644.8114834644.17Rate.

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, subject to Section 2.12(b) below option (the “LIBORSOFR "LIBOR Option”") to have interest on all or a portion of the Revolving Loans 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 RateTerm SOFRRate. Interest on LIBOR RateSOFR Rate Loans shall be payable payable, in arrears, 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 the case of any Interest Period greater than three months in duration, interest shall be payable at three month intervals after the commencement of the applicable Interest Period and on the last day of such Interest Period), (ii) the date occurrence of an Event of Default in consequence of which the Required Lenders or Agent on which all or any portion behalf thereof elect to accelerate the maturity of the Obligations are accelerated pursuant to the terms hereofObligations, or (iii) the date on which termination of this Agreement is terminated pursuant to the terms hereof. On the last day of each applicable Interest Period, unless Borrowers have Borrower properly has exercised the LIBORSOFR LIBOR Option with respect thereto, the interest rate applicable to such LIBOR RateSOFR 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 Loans Advances bear interest at a rate based upon the LIBOR RateTerm SOFR. -152- LEGAL_US_W # 114834644.8114834644.17Rate 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, subject to Section 2.12(b) below option (the “LIBORSOFR "LIBOR Option”") to have interest on all or a portion of the Revolving Loans A 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 RateTerm SOFRRate. Interest on LIBOR RateSOFR 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 the case of any Interest Period greater than three months in duration, interest shall be payable at three month intervals after the commencement of the applicable Interest Period and on the last day of such Interest Period), (ii) the date on occurrence of an Event of Default in consequence of which Lender has elected to accelerate the maturity of all or any portion of the Obligations are accelerated pursuant to the terms hereofObligations, or (iii) the date on which termination of this Agreement is terminated pursuant to the terms hereof. On the last day of each applicable Interest Period, unless Borrowers have Administrative Borrower properly has exercised the LIBORSOFR LIBOR Option with respect thereto, the interest rate applicable to such LIBOR RateSOFR 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 Revolving Loans A Advances bear interest at a rate based upon the LIBOR RateTerm SOFR. -152- LEGAL_US_W # 114834644.8114834644.17Rate and 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, subject to Section 2.12(b) below option (the “LIBORSOFR "LIBOR Option”") to have interest on all or a portion of the Revolving Loans 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 RateTerm SOFRRate. Interest on LIBOR RateSOFR 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 the case of any Interest Period greater than three months in duration, interest shall be payable at three month intervals after the commencement of the applicable Interest Period and on the last day of such Interest Period), (ii) the date on occurrence of an Event of Default in consequence of which Lender has elected to accelerate the maturity of all or any portion of the Obligations Obligations(provided, that Lender shall not accelerate any LIBOR Rate Loans unless all Base Rate Loans are accelerated pursuant to the terms hereofor have been accelerated), or (iii) the date on which termination of this Agreement is terminated pursuant to the terms hereof. On the last day of each applicable Interest Period, unless Borrowers have Administrative Borrower properly has exercised the LIBORSOFR LIBOR Option with respect thereto, the interest rate applicable to such LIBOR RateSOFR 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 Revolving Loans Advances bear interest at a rate based upon the LIBOR RateTerm SOFR. -152- LEGAL_US_W # 114834644.8114834644.17Rate and 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, subject to Section 2.12(b) below (the “LIBORSOFR LIBOR Option”) to have interest on all or a portion of the 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 RateSOFR Rate Loan, or upon continuation of a LIBOR RateSOFR Rate Loan as a LIBOR RateSOFR Rate Loan) at a rate of interest based upon the LIBOR RateTerm SOFRRate. Interest on LIBOR RateSOFR Rate Loans shall be payable on the earliest of (i) the last day of the Interest Period applicable thereto; provided, that that, subject to the following clauses (ii) and (iii), in 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 the applicable Interest Period and on the last day of such Interest Period), (ii) the date on which all or any portion of the Obligations are accelerated pursuant to the terms hereof, or (iii) the date on which this Agreement is terminated pursuant to the terms hereof. On the last day of each applicable Interest Period, unless Borrowers have properly exercised the LIBORSOFR LIBOR Option with respect thereto, the interest rate applicable to such LIBOR RateSOFR 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 Revolving Loans bear interest at a rate based upon the LIBOR RateTerm SOFR. -152- LEGAL_US_W # 114834644.8114834644.17Rate.

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, subject to Section 2.12(b) below (the “LIBORSOFR "LIBOR Option”") to have interest on all or a portion of the 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 RateSOFR Rate Loan, or upon continuation of a LIBOR RateSOFR Rate Loan as a LIBOR RateSOFR Rate Loan) at a rate of interest based upon the LIBOR RateTerm SOFRRate. Interest on LIBOR RateSOFR Rate Loans shall be payable on the earliest of (i) the last day of the Interest Period applicable thereto; provided, that that, subject to the following clauses (ii) and (iii), in 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 the applicable Interest Period and on the last day of such Interest Period), (ii) the date on which all or any portion of the Obligations are accelerated pursuant to the terms hereof, or (iii) the date on which this Agreement is terminated pursuant to the terms hereof; provided, further, that the amount of interest calculated by reference to the PIK Rate shall be paid "in kind" by increasing the then-outstanding principal amount of the Term Loan by (and capitalizing and compounding) the amount of such interest, which interest shall be deemed paid once a record of the applicable increase to the outstanding principal amount of the Term Loan. On the last day of each applicable Interest Period, unless Borrowers have an Event of Default has occurred and is continuing or Borrower has (1) notified Agent in writing that it will convert such LIBOR Rate Loan to a Base Rate Loan or (2) properly exercised the LIBORSOFR LIBOR Option with respect theretothereto for an Interest Period in excess of 1 month, the interest rate applicable to such LIBOR RateSOFR Rate Loan automatically shall convert to the rate continue as a LIBOR Rate Loan with an Interest Period of interest then applicable to Base Rate Loans of the same type hereunder1 month. 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 Revolving Loans bear interest at a rate based upon the LIBOR RateTerm SOFR. -152- LEGAL_US_W # 114834644.8114834644.17Rate until such time as such Event of Default has been waived in accordance with the terms hereof.

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, subject to Section 2.12(b) below option (the “LIBORSOFR "LIBOR Option”") to have interest on all or a portion of the Revolving Loans 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 RateTerm SOFRLIBO Rate. Interest on LIBOR RateSOFR LIBO Rate Loans shall be payable on the earliest of (i) the last day of the Interest Period applicable thereto; provided, thereto (except that subject to the following clauses (ii) and (iii), in the case of any a six-month Interest Period greater than three months in durationPeriod, interest shall also be payable at three month intervals after the commencement of the applicable Interest Period and due on the last 90th day of such Interest Periodperiod), (ii) the date occurrence of an Event of Default in consequence of which the Required Lenders or Agent on which behalf thereof elect to accelerate the maturity of all or any portion of the Obligations are accelerated pursuant to the terms hereofObligations, or (iii) the date on which termination of this Agreement is terminated pursuant to the terms hereof. On the last day of each applicable Interest Period, unless Borrowers have Borrower properly has exercised the LIBORSOFR LIBOR Option with respect thereto, the interest rate applicable to such LIBOR RateSOFR LIBO 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 Loans Advances bear interest at a the LIBO Rate and Agent shall have the right to convert the interest rate based upon on all outstanding LIBO Rate Loans to the LIBOR RateTerm SOFRrate then applicable to Base Rate Loans hereunder. -152- LEGAL_US_W # 114834644.8114834644.17Agent shall endeavor to notify Borrower of any such conversion in writing, provided that any failure to deliver such notification does not effect the Agent's rights 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, subject to Section 2.12(b) below option (the “LIBORSOFR "LIBOR Option”") to have interest on all or a portion of the Revolving Loans 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 RateTerm SOFRRate. Interest on LIBOR RateSOFR 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 the case of any Interest Period greater than three months in duration, interest shall be payable at three month intervals after the commencement of the applicable Interest Period and on the last day of such Interest Period), (ii) the date on occurrence of an Event of Default in consequence of which all or any portion Lender has elected to accelerate the maturity of the Obligations are accelerated Liabilities, (iii) termination of this Agreement pursuant to the terms hereof, or (iiiiv) the date on which this Agreement first day of each month that such LIBOR Rate Loan is terminated pursuant to the terms hereofoutstanding. On the last day of each applicable Interest Period, unless Borrowers have Borrower properly has exercised the LIBORSOFR LIBOR Option with respect thereto, the interest rate applicable to such LIBOR RateSOFR 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 Loans Advances bear interest at a rate based upon the LIBOR RateTerm SOFR. -152- LEGAL_US_W # 114834644.8114834644.17Rate and 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, subject to Section 2.12(b) below option (the “LIBORSOFR LIBOR Option”) to have interest on all or a portion of the Revolving Loans 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 RateSOFR Loan, or upon continuation of a LIBOR RateSOFR Loan as a LIBOR RateSOFR Loan) at a rate of interest based upon the LIBOR RateTerm SOFRRate. Interest on LIBOR RateSOFR Rate Loans shall be payable on the earliest of (i) the last day of the Interest Period applicable thereto; thereto (provided, that however, that, subject to the following clauses (ii) and (iii), in 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 the applicable Interest Period and on the last day of such Interest Period), (ii) the date on which all or any portion an Event of the Obligations are accelerated pursuant to the terms hereofDefault occurs, or (iii) the date on which this Agreement is terminated pursuant to the terms hereof. On the last day of each applicable Interest Period, unless Borrowers have Borrower properly has exercised the LIBORSOFR LIBOR Option with respect thereto, the interest rate applicable to such LIBOR RateSOFR 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 Revolving Loans Advances or the Term Loan bear interest at a rate based upon the LIBOR RateTerm SOFR. -152- LEGAL_US_W # 114834644.8114834644.17Rate, 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 Borrower shall have the option, subject to Section 2.12(b) below option (the “LIBORSOFR LIBOR Option”) to have interest on all or a portion of 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 RateSOFR Loan, or upon continuation of a LIBOR RateSOFR Loan as a LIBOR RateSOFR Loan) at a rate of interest based upon the LIBOR RateTerm SOFRRate. Interest on LIBOR RateSOFR 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 the case of any Interest Period greater than three months in duration, interest shall be payable at three date that is one month intervals after the commencement of the applicable Interest Period and on the last day of such Interest Period), (iiiii) the date occurrence of an Event of Default in consequence of which the Required Lenders or Agent on which behalf thereof elect to accelerate the maturity of all or any portion of the Obligations are accelerated pursuant to the terms hereofObligations, or (iiiiv) the date on which termination of this Agreement is terminated pursuant to the terms hereof. On the last day of each applicable Interest PeriodPeriod in respect of a LIBOR Rate Loan, unless Borrowers have Borrower properly has exercised the LIBORSOFR LIBOR Option with respect thereto, the interest rate applicable to such LIBOR RateSOFR 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 election of the Agent or Required Revolving Lenders, Borrower no longer shall have the option to request that Revolving Loans Advances bear interest at a rate based upon the LIBOR RateTerm SOFR. -152- LEGAL_US_W # 114834644.8114834644.17Rate 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, subject to Section 2.12(b) below option (the “LIBORSOFR LIBOR Option”) to have interest on all or a portion of the Revolving Loans Advances or the Term Loan A 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 RateTerm SOFRRate. Interest on the Term Loan C shall at all times be charged at a rate of interest based upon the LIBOR RateSOFR 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; provided, that subject to the following clauses (ii) and (iii), in the case of any Interest Period greater than three months in duration, interest shall be payable at three month intervals after the commencement of the applicable Interest Period and on the last day of such Interest Period), (ii) the date occurrence of an Event of Default in consequence of which the Required Lenders or Agent on which behalf thereof elect to accelerate the maturity of all or any portion of the Obligations are accelerated Obligations, or (iii) termination of this Agreement pursuant to the terms hereof, or (iii) . Interest on the date Term Loan C shall be payable on which this Agreement is terminated pursuant to the terms hereofMay 1st and November 1st of each calendar year. On the last day of each applicable Interest Period, unless Borrowers have Administrative Borrower properly has exercised or continued the LIBORSOFR 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 RateSOFR Loan Rate 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 Revolving Loans Advances or the Term Loan A bear interest at a rate based upon the LIBOR RateTerm SOFR. -152- LEGAL_US_W # 114834644.8114834644.17Rate and Agent shall have the right to convert the interest rate on all 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 RateRate or the Daily LIBOR Rate with respect to Revolving Loans, Borrowers each Borrower shall have the option, subject to Section 2.12(b) below (the “LIBORSOFR LIBOR Option”) to have interest on all or a portion of the 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 RateSOFR Rate Loan, or upon continuation of a LIBOR RateSOFR Rate Loan as a LIBOR RateSOFR Rate Loan) at a rate of interest based upon the LIBOR RateTerm SOFRRate. Interest on LIBOR RateSOFR 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 the case of any Interest Period greater than three months in duration, interest shall be payable at three month intervals after the commencement of the applicable Interest Period and on the last day of such Interest Period), (ii) the date on which all or any portion of the Obligations are accelerated pursuant to the terms hereof, or (iii) the date on which this Agreement is terminated pursuant to the terms hereof. On the last day of each applicable Interest Period, unless Borrowers have the applicable Borrower has properly exercised the LIBORSOFR LIBOR Option with respect thereto, the interest rate applicable to such LIBOR RateSOFR 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 Revolving Loans bear interest at a rate based upon the LIBOR RateTerm SOFR. -152- LEGAL_US_W # 114834644.8114834644.17Rate or the Daily LIBOR 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, subject to Section 2.12(b) below option (the “LIBORSOFR Option”"LIBOR OPTION") to have interest on all or a portion of the Revolving Loans 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 RateTerm SOFRRate. Interest on LIBOR RateSOFR 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 the case of any Interest Period greater than three months in duration, interest shall be payable at three month intervals after the commencement of the applicable Interest Period and on the last day of such Interest Period), (ii) the date occurrence of an Event of Default in consequence of which the Required Lenders or Agent on which behalf thereof have elected to accelerate the maturity of all or any portion of the Obligations are accelerated pursuant to the terms hereofObligations, or (iii) the date on which termination of this Agreement is terminated pursuant to the terms hereof. On the last day of each applicable Interest Period, unless Borrowers have Administrative Borrower properly has exercised the LIBORSOFR LIBOR Option with respect thereto, the interest rate applicable to such LIBOR RateSOFR 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 Revolving Loans Advances bear interest at a rate based upon the LIBOR RateTerm SOFR. -152- LEGAL_US_W # 114834644.8114834644.17Rate and Agent -50- 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, subject to Section 2.12(b) below option (the “LIBORSOFR "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 Revolving Loans 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 RateTerm SOFRRate. Interest on LIBOR RateSOFR 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; provided, that subject (iii) the occurrence of an Event of Default in consequence of which the Bank elects to accelerate the maturity of the Obligations, or (iv) April 1, 2008, with respect to the following clauses (ii) and (iii), in LIBOR Rate Loans or the case termination of any Interest Period greater than three months in duration, interest shall be payable at three month intervals after the commencement of the applicable Interest Period and on the last day of such Interest Period), (ii) the date on which all or any portion of the Obligations are accelerated this Agreement pursuant to the terms hereof, or (iii) the date on which this Agreement is terminated pursuant hereof with respect to the terms hereofall then outstanding LIBOR Rate Loans. On the last day of each applicable Interest Period, unless Borrowers have Borrower properly has exercised the LIBORSOFR a new LIBOR Option or conversion to a Prime Rate Loan with respect thereto, the interest rate applicable to such LIBOR RateSOFR 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 Revolving Loans Term Loan A, Term Loan B, or any of the Advances bear interest at a rate based upon the LIBOR RateTerm SOFR. -152- LEGAL_US_W # 114834644.8114834644.17Rate and Bank shall have the right to convert the interest rate on all outstanding LIBOR Rate Loans to the rate then applicable to Prime 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, subject to Section 2.12(b) below option (the “LIBORSOFR Option”"LIBOR OPTION") to have interest on all or a portion of the Revolving Loans 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 RateSOFR Rate Loan, or upon continuation of a LIBOR RateSOFR Rate Loan as a LIBOR RateSOFR Rate Loan) at a rate of interest based upon the LIBOR RateTerm SOFRRate. Interest on LIBOR RateSOFR 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 the case of any Interest Period greater than three months in duration, interest shall be payable at three month intervals after the commencement of the applicable Interest Period and on the last day of such Interest Period), (ii) the date on which all or any portion of the Obligations are accelerated pursuant to the terms hereof, or (iii) the date on which this Agreement is terminated pursuant to the terms hereof. On the last day of each applicable Interest Period, unless Borrowers have Administrative Borrower properly has exercised the LIBORSOFR LIBOR Option with respect thereto, the interest rate applicable to such LIBOR RateSOFR 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 Revolving Loans Advances or the Term Loan bear interest at a rate based upon the LIBOR RateTerm SOFR. -152- LEGAL_US_W # 114834644.8114834644.17Rate 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 such LIBOR Rate 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 shall have the option, subject to Section 2.12(b) below option (the “LIBORSOFR LIBOR Option”) to have interest on all or a portion of the Revolving Loans 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 RateSOFR Loan, or upon continuation of a LIBOR RateSOFR Loan as a LIBOR RateSOFR Loan) at a rate of interest based upon the LIBOR RateTerm SOFRRate. Interest on LIBOR RateSOFR Rate Loans shall be payable on the earliest of (i) the last day of the Interest Period applicable thereto; , (provided, that however, that, subject to the following clauses (ii) and (iii), in the case of any Interest Period greater than three months one (1) month in duration, interest shall be payable at three one (1) month intervals after the commencement of the applicable Interest Period and on the last day of such Interest Period), (ii) the date occurrence of an Event of Default in consequence of which the Required Lenders or Agent on which behalf thereof have elected to accelerate the maturity of all or any portion of the Obligations are accelerated pursuant to the terms hereofObligations, or (iii) the date on which termination of this Agreement is terminated pursuant to the terms hereof. On the last day of each applicable Interest Period, unless Borrowers have Administrative Borrower properly has exercised the LIBORSOFR LIBOR Option with respect thereto, the interest rate applicable to such LIBOR RateSOFR 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 Revolving Loans the Term Loan B bear interest at a rate based upon the LIBOR RateTerm SOFR. -152- LEGAL_US_W # 114834644.8114834644.17Rate 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 Borrower shall have the option, subject to Section 2.12(b) below option (the “LIBORSOFR "LIBOR Option”") to have interest on all or a portion of the Revolving Loans Loan A 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 RateTerm SOFRRate. Interest on LIBOR RateSOFR 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)however, in the case of any if Borrower has elected an Interest Period greater than three of six months in durationfor any LIBOR Rate Loan, then interest on such LIBOR Rate Loan shall also be payable at three month intervals after the commencement of the applicable Interest Period and on the last day of the third month that such Interest Period)LIBOR Rate Loan is outstanding, (ii) the date on occurrence of an Event of Default in consequence of which Lender has elected to accelerate the maturity of all or any portion of the Obligations are accelerated pursuant to the terms hereofObligations, or (iii) the date on which termination of this Agreement is terminated pursuant to the terms hereof. On the last day of each applicable Interest Period, unless Borrowers have Borrower properly has exercised the LIBORSOFR LIBOR Option with respect thereto, the interest rate applicable to such LIBOR RateSOFR 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 Loans Loan A Advances bear interest at a rate of interest based upon the LIBOR RateTerm SOFR. -152- LEGAL_US_W # 114834644.8114834644.17Rate and 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, the applicable Borrowers shall have the option, subject to Section 2.12(b2.13(b) below (the “LIBORSOFR LIBOR Option”) to have interest on all or a portion of the 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 RateSOFR Rate Loan, or upon continuation of a LIBOR RateSOFR Rate Loan as a LIBOR RateSOFR Rate Loan) at a rate of interest based upon the LIBOR RateTerm SOFRRate. Interest on LIBOR RateSOFR Rate Loans shall be payable on the earliest of (i) the last day of the Interest Period applicable thereto; provided, that that, subject to the following clauses (ii) and (iii), in 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 the applicable Interest Period and on the last day of such Interest Period), (ii) the date on which all or any portion of the Obligations are accelerated pursuant to the terms hereof, or (iii) the date on which this Agreement is terminated pursuant to the terms hereof. On the last day of each applicable Interest Period, unless Borrowers have properly exercised the LIBORSOFR LIBOR Option with respect thereto, the interest rate applicable to such LIBOR RateSOFR 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 any Revolving Loans bear interest at a rate based upon the LIBOR RateTerm SOFR. -152- LEGAL_US_W # 114834644.8114834644.17Rate.

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, subject to Section 2.12(b) below option (the “LIBORSOFR Option”"LIBOR OPTION") to have interest on all or a portion of the Revolving Loans 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 RateTerm SOFRRate. Interest on LIBOR RateSOFR 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 the case of any Interest Period greater than three months in duration, interest shall be payable at three month intervals after the commencement of the applicable Interest Period and on the last day of such Interest Period), (ii) the date on occurrence of an Event of Default in consequence of which Lender has elected to accelerate the maturity of all or any portion of the Obligations are accelerated pursuant to the terms hereofObligations, or (iii) the date on which last day of the third month of the Interest Period applicable thereto, or (iv) termination of this Agreement is terminated pursuant to the terms hereof. On the last day of each applicable Interest Period, unless Borrowers have Borrower properly has exercised the LIBORSOFR LIBOR Option with respect thereto, the interest rate applicable to such LIBOR RateSOFR 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 Loans Advances bear interest at a rate based upon the LIBOR RateTerm SOFR. -152- LEGAL_US_W # 114834644.8114834644.17Rate and 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, subject to Section 2.12(b) below option (the “LIBORSOFR LIBOR Option”) to have interest on all or a portion of the Revolving Loans 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 RateTerm SOFRRate. Interest on LIBOR RateSOFR 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 the case of any Interest Period greater than three months in duration, interest shall be payable at three month intervals after the commencement of the applicable Interest Period and on the last day of such Interest Period), (ii) the date occurrence of an Event of Default in consequence of which the Required Lenders or Collateral Agent on which behalf thereof elect to accelerate the maturity of all or any portion of the Obligations are accelerated pursuant to the terms hereofObligations, or (iii) the date on which termination of this Agreement is terminated pursuant to the terms hereof. On the last day of each applicable Interest Period, unless Borrowers have Borrower properly has exercised the LIBORSOFR LIBOR Option with respect thereto, the interest rate applicable to such LIBOR RateSOFR 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 Loans Advances bear interest at a rate based upon the LIBOR RateTerm SOFR. -152- LEGAL_US_W # 114834644.8114834644.17Rate and Collateral 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 DF shall have the option, subject to Section 2.12(b) below option (the “LIBORSOFR "LIBOR Option”") to have interest on all or a portion of the Revolving Loans 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 RateTerm SOFRRate. Interest on LIBOR RateSOFR 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 the case of any Interest Period greater than three months in duration, interest shall be payable at three month intervals after the commencement of the applicable Interest Period and on the last day of such Interest Period), (ii) the date on occurrence of an Event of Default in consequence of which all or any portion Lender has elected to accelerate the maturity of the Obligations are accelerated Obligations, (iii) termination of this Agreement pursuant to the terms hereof, or (iiiiv) the date on which this Agreement first day of each month that such LIBOR Rate Loan is terminated pursuant to the terms hereofoutstanding. On the last day of each applicable Interest Period, unless Borrowers have DF properly has exercised the LIBORSOFR LIBOR Option with respect thereto, the interest rate applicable to such LIBOR RateSOFR 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 DF no longer shall have the option to request that Revolving Loans Advances bear interest at a rate based upon the LIBOR RateTerm SOFR. -152- LEGAL_US_W # 114834644.8114834644.17Rate and 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, subject to Section 2.12(b) below (the “LIBORSOFR "LIBOR Option”") to have interest on all or a portion of the 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 RateSOFR Rate Loan, or upon continuation of a LIBOR RateSOFR Rate Loan as a LIBOR RateSOFR Rate Loan) at a rate of interest based upon the LIBOR RateTerm SOFRRate. Interest on LIBOR RateSOFR 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 the case of any Interest Period greater than three months in duration, interest shall be payable at three month intervals after the commencement of the applicable Interest Period and on the last day of such Interest Period), (ii) the date on which all or any portion of the Obligations are accelerated pursuant to the terms hereof, or (iii) the date on which this Agreement is terminated pursuant to the terms hereof. On the last day of each applicable Interest Period, unless Borrowers have a Borrower Group has properly exercised the LIBORSOFR LIBOR Option with respect thereto, the interest rate applicable to such LIBOR RateSOFR 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 Revolving Loans or FILO Loans bear interest at a rate based upon the LIBOR RateTerm SOFR. -152- LEGAL_US_W # 114834644.8114834644.17Rate.

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, subject to Section 2.12(b) below (the “LIBORSOFR "LIBOR Option”") to have interest on all or a portion of 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 RateSOFR Rate Loan, or upon continuation of a LIBOR RateSOFR Rate Loan as a LIBOR RateSOFR Rate Loan) at a rate of interest based upon the LIBOR RateTerm SOFRRate. Interest on LIBOR RateSOFR 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; provided, that subject to the following clauses (ii) and (iii), in the case of any Interest Period greater than three months in duration, interest shall be payable at three month intervals after the commencement of the applicable Interest Period and on the last day of such Interest Period), (ii) the date on which all or any portion of the Obligations are accelerated pursuant to the terms hereof, or (iiiiv) the date on which this Agreement is terminated pursuant to the terms hereof. On the last day of each applicable Interest Period, unless Borrowers have Borrower properly has exercised the LIBORSOFR LIBOR Option with respect thereto, the interest rate applicable to such LIBOR RateSOFR 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 Loans bear interest at a rate based upon the LIBOR RateTerm SOFRRate. -152- LEGAL_US_W # 114834644.8114834644.17The 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 ending on the same dates as the existing interest periods.

Interest and Interest Payment Dates. In lieu of having interest charged at the rate based upon the Base Rate, Borrowers shall have the option, subject to Section 2.12(b) below option (the “LIBORSOFR "LIBOR Option”") to have interest on all or a portion of the Revolving Advances 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 RateSOFR Rate Loan, or upon continuation of a LIBOR RateSOFR Rate Loan as a LIBOR RateSOFR Rate Loan) at a rate of interest based upon the LIBOR RateTerm SOFRRate. Interest on LIBOR RateSOFR 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 the case of any Interest Period greater than three months in duration, interest shall be payable at three month intervals after the commencement of the applicable Interest Period and on the last day of such Interest Period), (ii) the date on which all or any portion of the Obligations are accelerated pursuant to the terms hereof, or (iii) the date on which this Agreement is terminated pursuant to the terms hereof. On the last day of each applicable Interest Period, unless Borrowers have Administrative Borrower properly has exercised the LIBORSOFR LIBOR Option with respect thereto, the interest rate applicable to such LIBOR RateSOFR 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 Revolving Advances or the Term Loans bear interest at a rate based upon the LIBOR RateTerm SOFR. -152- LEGAL_US_W # 114834644.8114834644.17Rate 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, subject to Section 2.12(b) below option (the “LIBORSOFR "LIBOR Option”") to have interest on all or a portion of the Revolving Loans 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 RateTerm SOFRRate. Interest on LIBOR RateSOFR Rate Loans shall be payable on the earliest of (i) the last day of the Interest Period applicable thereto; provided, that subject and in addition, with respect to the following clauses (ii) and (iii), in the case of any Interest Period greater than of 6 months, on the date that is three months in duration, interest shall be payable at three month intervals after the commencement first day of the applicable Interest Period and on the last day of such Interest Period)applicable thereto, (ii) the date occurrence of an Event of Default in consequence of which the Required Lenders or Agent on which behalf thereof have elected to accelerate the maturity of all or any portion of the Obligations are accelerated pursuant to the terms hereofObligations, or (iii) the date on which termination of this Agreement is terminated pursuant to the terms hereof. On the last day of each applicable Interest Period, unless Borrowers have Administrative Borrower properly has exercised the LIBORSOFR LIBOR Option with respect thereto, the interest rate applicable to such LIBOR RateSOFR 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 Revolving Loans Advances bear interest at a rate based upon the LIBOR RateTerm SOFR. -152- LEGAL_US_W # 114834644.8114834644.17Rate 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, subject to Section 2.12(b) below option (the “LIBORSOFR "LIBOR Option”") to have interest on all or a portion of the Revolving Loans 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 RateSOFR Loan, or upon continuation of a LIBOR RateSOFR Loan as a LIBOR RateSOFR Loan) at a rate of interest based upon the LIBOR RateTerm SOFRRate. Interest on LIBOR RateSOFR 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 the case of any thereto if such Interest Period greater than three months in durationis 1, interest shall be payable at three month intervals after the commencement of the applicable Interest Period and 2 or 3 months, or on the last day of the third month and the last day of the six month of the Interest Period if such Interest Period)Period applicable thereto is a 6 month period, (ii) the date on occurrence of an Event of Default in consequence of which all or any portion Lender has elected to accelerate the maturity of the Obligations are accelerated pursuant to the terms hereofObligations, or (iii) the date on which termination of this Agreement is terminated pursuant to the terms hereof. On the last day of each applicable Interest Period, unless Borrowers have Borrower properly has exercised the LIBORSOFR LIBOR Option with respect thereto, the interest rate applicable to such LIBOR RateSOFR 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 Loans Advances or the Term Loan bear interest at a rate based upon the LIBOR RateTerm SOFR. -152- LEGAL_US_W # 114834644.8114834644.17Rate and 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, subject to Section 2.12(b) below option (the “LIBORSOFR "LIBOR Option”") to have interest on all or a portion of the Revolving Advances, Term ------------ Loan or Capital Expenditure 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 RateTerm SOFRRate. Interest on LIBOR RateSOFR 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 the case of any Interest Period greater than three months in duration, interest shall be payable at three month intervals after the commencement of the applicable Interest Period and on the last day of such Interest Period), (ii) the date occurrence of an Event of Default in consequence of which the Required Lenders or Agent on which all or any portion behalf thereof elect to accelerate the maturity of the Obligations are accelerated Obligations, (iii) termination of this Agreement pursuant to the terms hereof, or (iiiiv) the date on which this Agreement first day of each month that such LIBOR Rate Loan is terminated pursuant to the terms hereofoutstanding. On the last day of each applicable Interest Period, unless Borrowers have Borrower properly has exercised the LIBORSOFR LIBOR Option with respect thereto, the interest rate applicable to such LIBOR RateSOFR 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 Advances or Capital Expenditure Loans or portions of the Term Loan bear interest at a rate based upon the LIBOR RateTerm SOFR. -152- LEGAL_US_W # 114834644.8114834644.17Rate 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, subject to Section 2.12(b) below option (the “LIBORSOFR "LIBOR Option”") to have interest on all or a portion of the Revolving Loans 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 RateTerm SOFRRate. Interest on LIBOR RateSOFR 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 the case of any Interest Period greater than three months in duration, interest shall be payable at three month intervals after the commencement of the applicable Interest Period and on the last day of such Interest Period), (ii) the date occurrence of an Event of Default in consequence of which the Required Lenders or Agent on which behalf thereof have elected to accelerate the maturity of all or any portion of the Obligations are accelerated pursuant to the terms hereofObligations, or (iii) the date on which termination of this Agreement is terminated pursuant to the terms hereof. On the last day of each applicable Interest Period, unless Borrowers have Borrower properly has exercised the LIBORSOFR LIBOR Option with respect thereto, the interest rate applicable to such LIBOR RateSOFR 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 Loans Advances bear interest at a rate based upon the LIBOR RateTerm SOFR. -152- LEGAL_US_W # 114834644.8114834644.17Rate 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, subject to Section 2.12(b) below (the “LIBORSOFR LIBOR Option”) to have interest on all or a portion of the Revolving Loans 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 RateSOFR Rate Loan, or upon continuation of a LIBOR RateSOFR Rate Loan as a LIBOR RateSOFR Rate Loan) at a rate of interest based upon the LIBOR RateTerm SOFRRate. Interest on LIBOR RateSOFR 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 the case of any Interest Period greater than three months in duration, interest shall be payable at three month intervals after the commencement of the applicable Interest Period and on the last day of such Interest Period), (ii) the date on which all or any portion of the Obligations are accelerated become due and payable pursuant to the terms hereof, or (iii) the date on which this Agreement is terminated pursuant to the terms hereof. On the last day of each applicable Interest Period, unless Borrowers have Borrower properly has exercised the LIBORSOFR LIBOR Option with respect thereto, the interest rate applicable to such LIBOR RateSOFR 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 Revolving Loans Advances bear interest at a rate based upon the LIBOR RateTerm SOFR. -152- LEGAL_US_W # 114834644.8114834644.17Rate.

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, subject to Section 2.12(b) below option (the “LIBORSOFR Option”"LIBOR OPTION") to have interest on all or a portion of the Revolving Loans 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 RateTerm SOFRRate. Interest on LIBOR RateSOFR 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 the case of any Interest Period greater than three months in duration, interest shall be payable at three month intervals after the commencement of the applicable Interest Period and on the last day of such Interest Period), (ii) the date occurrence of an Event of Default in consequence of which the Required Lenders or Agent on which behalf thereof elect to accelerate the maturity of all or any portion of the Obligations are accelerated pursuant to the terms hereofObligations, or (iii) the date on which termination of this Agreement is terminated pursuant to the terms hereof. On the last day of each applicable Interest Period, unless Borrowers have Borrower properly has exercised the LIBORSOFR LIBOR Option with respect thereto, the interest rate applicable to such LIBOR RateSOFR 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 Revolving Loans Advances bear interest at a rate based upon the LIBOR RateTerm SOFR. -152- LEGAL_US_W # 114834644.8114834644.17Rate 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, subject to Section 2.12(b) below option (the “LIBORSOFR "LIBOR Option”") to have interest on all or a portion of the Revolving Loans 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 RateTerm SOFRRate. Interest on LIBOR RateSOFR 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 the case of any Interest Period greater than three months in duration, interest shall be payable at three month intervals after the commencement of the applicable Interest Period and on the last day of such Interest Period), (ii) the date on occurrence of an Event of Default in consequence of which Lender has elected to accelerate the maturity of all or any portion of the Obligations are accelerated pursuant to the terms hereofObligations, or (iii) the date on which termination of this Agreement is terminated pursuant to the terms hereof. On the last day of each applicable Interest Period, unless Borrowers have properly exercised the LIBORSOFR Option with respect theretootherwise notified by Administrative Borrower, the interest rate applicable to such a LIBOR RateSOFR Rate Loan shall automatically shall convert to continue at the rate of interest then applicable to Base LIBOR Rate Loans with an Interest Period of equal duration to the same type hereunderInterest Period then ending. At any time that an Event of Default has occurred and is continuing, Borrowers no longer shall have the option to request that Revolving Loans Advances bear interest at a rate based upon the LIBOR RateTerm SOFR. -152- LEGAL_US_W # 114834644.8114834644.17Rate and 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, subject to Section 2.12(b) below option (the “LIBORSOFR LIBOR Option”) to have interest on all or a portion of the Revolving Loans 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 RateSOFR Rate Loan, or upon continuation of a LIBOR RateSOFR Rate Loan as a LIBOR RateSOFR Rate Loan) at a rate of interest based upon the LIBOR RateTerm SOFRRate. Interest on LIBOR RateSOFR 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 the case of any Interest Period greater than three months in duration, interest shall be payable at three month intervals after the commencement of the applicable Interest Period and on the last day of such Interest Period), (ii) the date on which all or any portion of the Obligations are accelerated pursuant to the terms hereof, or (iii) the date on which this Agreement is terminated pursuant to the terms hereof. On the last day of each applicable Interest Period, unless Borrowers have Administrative Borrower properly has exercised the LIBORSOFR LIBOR Option with respect thereto, the interest rate applicable to such LIBOR RateSOFR 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 Revolving Loans Advances or the Term Loan bear interest at a rate based upon the LIBOR RateTerm SOFR. -152- LEGAL_US_W # 114834644.8114834644.17Rate, 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, subject to Section 2.12(b) below (the “LIBORSOFR LIBOR Option”) to have interest on all or a portion of 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 RateSOFR Rate Loan, or upon continuation of a LIBOR RateSOFR Rate Loan as a LIBOR RateSOFR Rate Loan) at a rate of interest based upon the LIBOR RateTerm SOFRRate. Interest on LIBOR RateSOFR Rate Loans shall be payable on the earliest of (i) the last day of the Interest Period applicable thereto; provided, that that, subject to the following clauses (ii) and (iii), in 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 the applicable Interest Period and on the last day of such Interest Period), (ii) the date on which all or any portion of the Obligations are accelerated pursuant to the terms hereof, or (iii) the date on which this Agreement is terminated pursuant to the terms hereof. On the last day of each applicable Interest Period, unless Borrowers have a Borrower has properly exercised the LIBORSOFR LIBOR Option with respect thereto, the interest rate applicable to such LIBOR RateSOFR Rate Loan shall 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 Revolving Loans bear interest at a rate based upon the LIBOR RateTerm SOFRRate. -152- LEGAL_US_W # 114834644.8114834644.17This Section shall not apply to Swingline Loans or Extraordinary Advances, which may not be so converted or continued.

Interest and Interest Payment Dates. In lieu of having interest charged at the rate based upon the Base Rate, Borrowers shall have the option, subject to Section 2.12(b) below option (the “LIBORSOFR "LIBOR Option”") to have interest on all or a portion of the Revolving Loans 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 RateTerm SOFRRate. Interest on LIBOR RateSOFR 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 the case of any Interest Period greater than three months in duration, interest shall be payable at three month intervals after the commencement of the applicable Interest Period and on the last day of such Interest Period), (ii) the date occurrence of an Event of Default in consequence of which the Required Lenders or Agent on which behalf thereof elect to accelerate the maturity of all or any portion of the Obligations are accelerated pursuant to the terms hereofObligations, or (iii) the date on which termination of this Agreement is terminated pursuant to the terms hereof. On the last day of each applicable Interest Period, unless Borrowers properly have properly exercised the LIBORSOFR LIBOR Option with respect thereto, the interest rate applicable to such LIBOR RateSOFR 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 Revolving Loans Advances bear interest at a rate based upon the LIBOR RateTerm SOFR. -152- LEGAL_US_W # 114834644.8114834644.17Rate 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, subject to Section 2.12(b) below option (the “LIBORSOFR LIBOR Option”) to have interest on all or a portion of 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 RateSOFR Loan, or upon continuation of a LIBOR RateSOFR Loan as a LIBOR RateSOFR Loan) at a rate of interest based upon the LIBOR RateTerm SOFRRate. Interest on LIBOR RateSOFR Rate Loans shall be payable on the earliest of (iA) the last day of the Interest Period applicable thereto; provided, that however, that, subject to the following clauses (iiB) and (iiiC), in the case of any Interest Period greater than three months 1 month in duration, interest shall be payable at three 1 month intervals after the commencement of the applicable Interest Period and on the last day of such Interest Period), (iiB) the date occurrence of an Event of Default in consequence of which the Required Lenders or Collateral Agent on which behalf thereof elect to accelerate the maturity of all or any portion of the Obligations are accelerated pursuant to the terms hereofObligations, or (iiiC) the date on which termination of this Agreement is terminated pursuant to the terms hereof. On the last day of each applicable Interest Period, unless Borrowers have the Borrower properly has exercised the LIBORSOFR LIBOR Option with respect thereto, the interest rate applicable to such LIBOR RateSOFR 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 Revolving Loans bear interest at a rate based upon the LIBOR RateTerm SOFR. -152- LEGAL_US_W # 114834644.8114834644.17Rate and Administrative Agent shall have the right to convert the interest rate on all outstanding LIBOR Rate Loans to the rate then applicable to 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, subject to Section 2.12(b) below (the “LIBORSOFR LIBOR SOFR Option”) ), to have interest on all or a portion of 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 RateSOFR Rate SOFR Loan, or upon continuation of a LIBOR RateSOFR Rate SOFR Loan as a LIBOR RateSOFR Rate SOFR Loan) at a rate of interest based upon the LIBOR RateTerm Rate Adjusted Term SOFR. Interest on LIBOR RateSOFR Rate SOFR 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 the case of any Interest Period greater than three months in duration, interest shall be payable at three month intervals after the commencement of the applicable Interest Period and on the last day of such Interest Period), (ii) the date on which all or any portion of the Obligations are accelerated pursuant to the terms hereof, or (iii) the date on which this Agreement is terminated pursuant to the terms hereof. On the last day of each applicable Interest Period, unless Borrowers have properly exercised the LIBORSOFR LIBOR Rate SOFR Option with respect thereto, the interest rate applicable to such LIBOR RateSOFR Rate SOFR 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 Revolving Loans bear interest at a rate based upon the LIBOR RateTerm Rate Adjusted Term 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 Rate, Borrowers Borrower shall have the option, subject to Section 2.12(b) below option (the “LIBORSOFR LIBOR Option”) to have interest on all or a portion of the Revolving Loans 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 RateTerm SOFRRate. Interest on LIBOR RateSOFR 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 the case of any Interest Period greater than three months in duration, interest shall be payable at three month intervals after the commencement of the applicable Interest Period and on the last day of such Interest Period), (ii) the date on occurrence of an Event of Default in consequence of which Lender elects to accelerate the maturity of all or any portion of the Obligations are accelerated pursuant to the terms hereofObligations, or (iii) the date on which termination of this Agreement is terminated pursuant to the terms hereof. On the last day of each applicable Interest Period, unless Borrowers have Borrower properly has exercised the LIBORSOFR LIBOR Option with respect thereto, the interest rate applicable to such LIBOR RateSOFR 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 Loans Advances bear interest at a rate based upon the LIBOR RateTerm SOFRRate and Lender shall have the right, at its option, to convert the interest rate on all outstanding LIBOR Rate Loans to the rate then applicable to Base Rate Loans hereunder and Borrower shall be responsible for all Funding Losses arising in connection thereof. -152- LEGAL_US_W # 114834644.8114834644.17Any 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, subject to Section 2.12(b) below option (the “LIBORSOFR "LIBOR Option”") to have interest on all or a portion of the Revolving Loans 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 RateTerm SOFRRate. Interest on LIBOR RateSOFR 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 the case of any Interest Period greater than three months in duration, interest shall be payable at three month intervals after the commencement of the applicable Interest Period and on the last day of such Interest Period), (ii) the date on occurrence of an Event of Default in consequence of which Lender has elected to accelerate the maturity of all or any portion of the Obligations are accelerated pursuant to the terms hereofObligations, or (iii) the date on which termination of this Agreement is terminated pursuant to the terms hereof. On the last day of each applicable Interest Period, unless Borrowers have Administrative Borrower properly has exercised the LIBORSOFR LIBOR Option with respect thereto, the interest rate applicable to such LIBOR RateSOFR 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 Revolving Loans Advances bear interest at a rate based upon the LIBOR RateTerm SOFR. -152- LEGAL_US_W # 114834644.8114834644.17Rate and 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, subject to Section 2.12(b) below (the “LIBORSOFR Option”) to have interest on all or a portion of the Revolving 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 RateTerm RateAdjusted Term SOFR. Interest on LIBOR 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 the case of any Interest Period greater than three months in duration, interest shall be payable at three month intervals after the commencement of the applicable Interest Period and on the last day of such Interest Period), (ii) the date on which all or any portion of the Obligations are accelerated pursuant to the terms hereof, or (iii) the date on which this Agreement is terminated pursuant to the terms hereof. On the last day of each applicable Interest Period, unless Borrowers have Borrower has properly exercised the LIBORSOFR Option Option, with respect thereto, the interest rate applicable to such LIBOR 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 Revolving the Term Loans bear interest at a rate based upon the LIBOR RateTerm RateAdjusted Term 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 Rate, Borrowers shall have the option, subject to Section 2.12(b) below option (the “LIBORSOFR "LIBOR Option”") to have interest on all or a portion of the Revolving Loans 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 RateSOFR Loan, or upon continuation of a LIBOR RateSOFR Loan as a LIBOR RateSOFR Loan) at a rate of interest based upon the LIBOR RateTerm SOFRRate. Interest on LIBOR RateSOFR 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 the case of any Interest Period greater than three months in duration, interest shall be payable at three month intervals after the commencement of the applicable Interest Period and on the last day of such Interest Period), (ii) the date occurrence of an Event of Default in consequence of which the Required Lenders or Agent on which behalf thereof have elected to accelerate the maturity of all or any portion of the Obligations are accelerated pursuant to the terms hereofObligations, or (iii) the date on which termination of this Agreement is terminated pursuant to the terms hereof. On the last day of each applicable Interest Period, unless Borrowers have Administrative Borrower properly has exercised the LIBORSOFR LIBOR Option with respect thereto, the interest rate applicable to such LIBOR RateSOFR 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 Revolving Loans Advances or the Term Loan bear interest at a rate based upon the LIBOR RateTerm SOFR. -152- LEGAL_US_W # 114834644.8114834644.17Rate 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, subject to Section 2.12(b2.13(b) below (the “LIBORSOFR LIBOR Option”) to have interest on all or a portion of the Revolving Loans 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 RateSOFR Rate Loan, or upon continuation of a LIBOR RateSOFR Rate Loan as a LIBOR RateSOFR Rate Loan) at a rate of interest based upon the LIBOR RateTerm SOFRRate. Interest on LIBOR RateSOFR 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 the case of any Interest Period greater than three months in duration, interest shall be payable at three month intervals after the commencement of the applicable Interest Period and on the last day of such Interest Period), (ii) the date on which all or any portion of the U.S. Obligations are accelerated pursuant to the terms hereof, or (iii) the date on which this Agreement is terminated pursuant to the terms hereof. On the last day of each applicable Interest Period, unless Borrowers have such U.S. Borrower properly has exercised the LIBORSOFR LIBOR Option with respect thereto, the interest rate applicable to such LIBOR RateSOFR 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 Revolving Loans U.S. Advances bear interest at a rate based upon the LIBOR RateTerm SOFR. -152- LEGAL_US_W # 114834644.8114834644.17Rate and U.S. Agent shall have the right to convert the interest rate on all outstanding LIBOR Rate Loans to the Base Rate plus 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, subject to Section 2.12(b) below (the “LIBORSOFR Option”) to have interest on all or a portion of the Revolving Loans 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 RateTerm RateAdjusted Term SOFR. Interest on LIBOR RateSOFR Loans shall be payable on the earliest of (i) the last day of the Interest Period applicable thereto; provided, that subject interest on each LIBOR Rate Loan having ansubject to the following clauses (ii) and (iii), in the case of any Interest Period greater of six (6)greater than three months in duration, interest shall be payable at three month intervals after the commencement of the applicable Interest Period and on the last day of such each 3 month interval;such Interest Period), (ii) the date on which all or any portion of the Obligations are accelerated pursuant to the terms hereof, or (iii) the date on which this Agreement is terminated pursuant to the terms hereof. On the last day of each applicable Interest Period, unless Borrowers Administrative BorrowerBorrowers have properly has exercised the LIBORSOFR Option with respect theretoto a continuation or conversion of the applicable Borrowing as contemplated by this Agreementthereto, the interest rate applicable to such LIBOR 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 Revolving Loans Advances bear interest at a rate based upon the LIBOR RateTerm RateAdjusted Term 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, subject to Section 2.12(b) below option (the “LIBORSOFR "LIBOR Option”") to have interest on all or a portion of the 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 RateSOFR Loan, or upon continuation of a LIBOR RateSOFR Loan as a LIBOR RateSOFR Loan) at a rate of interest based upon the LIBOR RateTerm SOFRRate. Interest on LIBOR RateSOFR 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 the case of any Interest Period greater than three months in duration, interest shall be payable at three month intervals after the commencement of the applicable Interest Period and on the last day of such Interest Period), (ii) the date occurrence of an Event of Default in consequence of which the Required Lenders or Agent on which behalf thereof elect to accelerate the maturity of all or any portion of the Obligations are accelerated pursuant to the terms hereofObligations, or (iii) the date on which termination of this Agreement is terminated pursuant to the terms hereof. On the last day of each applicable Interest Period, unless Borrowers have Borrower properly has exercised the LIBORSOFR LIBOR Option with respect thereto, the interest rate applicable to such LIBOR RateSOFR 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 Revolving Loans or the Term Loan bear interest at a rate based upon the LIBOR RateTerm SOFR. -152- LEGAL_US_W # 114834644.8114834644.17Rate and Agent shall have the right to convert the interest rate on all outstanding LIBOR Rate Loans to the rate then applicable to Prime 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, subject to Section 2.12(b) below option (the “LIBORSOFR LIBOR Option”) to have interest on all or a portion of the Revolving Loans 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 RateTerm SOFRRate. Interest on LIBOR RateSOFR Rate Loans shall be payable on the earliest of as follows: (i) on the last day of the Interest Period applicable thereto; provided, that subject to the following clauses (ii) and (iii), upon the occurrence of an Event of Default in consequence of which Lender has elected to accelerate the case maturity of any Interest Period greater than three months in duration, interest shall be payable at three month intervals after the commencement of the applicable Interest Period and on the last day of such Interest Period), (ii) the date on which all or any portion of the Obligations (provided, that Lender shall not accelerate any LIBOR Rate Loans unless all Base Rate Loans are accelerated pursuant to the terms hereof, or have been accelerated); or (iii) the date on which upon termination of this Agreement is terminated pursuant to the terms hereof. On the last day of each applicable Interest Period, unless Borrowers have Administrative Borrower properly has exercised the LIBORSOFR LIBOR Option with respect thereto, the interest rate applicable to such LIBOR RateSOFR 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 Revolving Loans Advances bear interest at a rate based upon the LIBOR RateTerm SOFR. -152- LEGAL_US_W # 114834644.8114834644.17Rate and 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, subject to Section 2.12(b) below option (the “LIBORSOFR LIBOR Option”) to have interest on all or a portion of the Revolving Loans 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 RateSOFR Loan, or upon continuation of a LIBOR RateSOFR Loan as a LIBOR RateSOFR Loan) at a rate of interest based upon the LIBOR RateTerm SOFRRate. Interest on LIBOR RateSOFR 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 the case of any Interest Period greater than three months in duration, interest shall be payable at three month intervals after the commencement of the applicable Interest Period and on the last day of such Interest Period), (ii) the date occurrence of an Event of Default in consequence of which the Required Lenders or Agent on which all or any portion behalf thereof elect to accelerate the maturity of the Obligations are accelerated Obligations, (iii) termination of this Agreement pursuant to the terms hereof, or (iiiiv) the date on which this Agreement first day of each month that such LIBOR Rate Loan is terminated pursuant to the terms hereofoutstanding. On the last day of each applicable Interest Period, unless Borrowers have Borrower properly has exercised the LIBORSOFR LIBOR Option with respect thereto, the interest rate applicable to such LIBOR RateSOFR 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 Loans Advances or the Term Loan bear interest at a rate based upon the LIBOR RateTerm SOFR. -152- LEGAL_US_W # 114834644.8114834644.17Rate 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, subject to Section 2.12(b) below option (the “LIBORSOFR LIBOR Option”) to have interest on all or a portion of the Revolving Loans 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 RateTerm SOFRRate. Interest on LIBOR RateSOFR Rate Loans shall be payable on the earliest of as follows: (i) on the last day of the Interest Period applicable thereto, or if an Interest Period is greater than 90 days, at the expiration of each 90-day period occurring within the Interest Period as well as at the expiration of the Interest Period; provided, that subject to the following clauses (ii) and (iii), upon the occurrence of an Event of Default in consequence of which Lender has elected to accelerate the case maturity of any Interest Period greater than three months in duration, interest shall be payable at three month intervals after the commencement of the applicable Interest Period and on the last day of such Interest Period), (ii) the date on which all or any portion of the Obligations (provided, that Lender shall not accelerate any LIBOR Rate Loans unless all Base Rate Loans are accelerated pursuant to the terms hereof, or have been accelerated); or (iii) the date on which upon termination of this Agreement is terminated pursuant to the terms hereof. On the last day of each applicable Interest Period, unless Borrowers have Administrative Borrower properly has exercised the LIBORSOFR LIBOR Option with respect thereto, the interest rate applicable to such LIBOR RateSOFR 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 Revolving Loans Advances bear interest at a rate based upon the LIBOR RateTerm SOFR. -152- LEGAL_US_W # 114834644.8114834644.17Rate and 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, subject to Section 2.12(b) below option (the “LIBORSOFR "LIBOR Option”") to have interest on all or a portion of the Revolving Loans 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 RateTerm SOFRRate. Interest on LIBOR RateSOFR 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 the case of any Interest Period greater than three months in duration, interest shall be payable at three month intervals after the commencement of the applicable Interest Period and on the last day of such Interest Period), (ii) the date on occurrence of an Event of Default in consequence of which Lender has elected to accelerate the maturity of all or any portion of the Obligations are accelerated Obligations, or (iii) termination of this Agreement pursuant to the terms hereof; provided that with respect to Interest Periods of 6 months, or (iii) the date interest shall also be payable on which this Agreement is terminated pursuant to the terms hereoffirst day of each month during such Interest Period. On the last day of each applicable Interest Period, unless Borrowers have Borrower properly has exercised the LIBORSOFR LIBOR Option with respect thereto, the interest rate applicable to such LIBOR RateSOFR 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 Loans Advances bear interest at a rate based upon the LIBOR RateTerm SOFR. -152- LEGAL_US_W # 114834644.8114834644.17Rate and 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 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, subject to Section 2.12(b) below option (the “LIBORSOFR "LIBOR Option”") to have interest on all or a portion of the Revolving Loans Advances or Term Loan A 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 RateTerm SOFRRate. Interest on LIBOR RateSOFR 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 the case of any Interest Period greater than three months in duration, interest shall be payable at three month intervals after the commencement of the applicable Interest Period and on the last day of such Interest Period), (ii) the date occurrence of an Event of Default in consequence of which the Required Lenders or Agent on which behalf thereof elect to accelerate the maturity of all or any portion of the Obligations are accelerated pursuant to the terms hereofObligations, or (iii) the date on which termination of this Agreement is terminated pursuant to the terms hereof. On the last day of each applicable Interest Period, unless Borrowers have Administrative Borrower properly has exercised the LIBORSOFR LIBOR Option with respect thereto, the interest rate applicable to such LIBOR RateSOFR 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 Revolving Loans Advances or Term Loan A bear interest at a rate based upon the LIBOR RateTerm SOFR. -152- LEGAL_US_W # 114834644.8114834644.17Rate 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, subject to Section 2.12(b) below (the “LIBORSOFR LIBOR Option”) to have interest on all or a portion of 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 RateSOFR Rate Loan, or upon continuation of a LIBOR RateSOFR Rate Loan as a LIBOR RateSOFR Rate Loan) at a rate of interest based upon the LIBOR RateTerm SOFRRate. Interest on LIBOR RateSOFR Rate Loans shall be payable on the earliest of (i) the last day of the Interest Period applicable thereto; provided, that that, subject to the following clauses (ii) and (iii), in the case of any Interest Period greater than three months in duration, interest shall be payable at three three-month intervals after the commencement of the applicable Interest Period and on the last day of such Interest Period), (ii) the date on which all or any portion of the Obligations are accelerated pursuant to the terms hereof, (iii) the Maturity Date or (iiiiv) the date on which this Agreement is all Commitments are terminated pursuant to the terms hereof. On the last day of each applicable Interest Period, unless Borrowers have properly exercised the LIBORSOFR LIBOR Option with respect thereto, the interest rate applicable to such LIBOR RateSOFR 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 Revolving Loans bear interest at a rate based upon the LIBOR RateTerm SOFR. -152- LEGAL_US_W # 114834644.8114834644.17Rate.

Interest and Interest Payment Dates. In lieu of having interest charged at the rate based upon the Base Rate, Borrowers shall have the option, subject to Section 2.12(b) below option (the “LIBORSOFR "LIBOR Option”") to have interest on all or a portion of the Revolving Loans 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 RateTerm SOFRRate. Interest on LIBOR RateSOFR 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 the case of any Interest Period greater than three months in duration, interest shall be payable at three month intervals after the commencement of the applicable Interest Period and on the last day of such Interest Period), (ii) the date occurrence of an Event of Default if the Required Lenders or Agent on which behalf thereof have elected to accelerate the maturity of all or any portion of the Obligations are accelerated pursuant to the terms hereofObligations, or (iii) the date on which termination of this Agreement is terminated pursuant to the terms hereof. On the last day of each applicable Interest Period, unless Borrowers have Borrower Representative properly has exercised the LIBORSOFR LIBOR Option with respect thereto, the interest rate applicable to such LIBOR RateSOFR 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 Revolving Loans Advances bear interest at a rate based upon the LIBOR RateTerm SOFR. -152- LEGAL_US_W # 114834644.8114834644.17Rate 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 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 Reference Rate, Borrowers the Borrower shall have the option, subject to Section 2.12(b) below option (the “LIBORSOFR LIBOR Option”) to have interest on all or a portion of 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 RateSOFR Loan, or upon continuation of a LIBOR RateSOFR Loan as a LIBOR RateSOFR Loan) at a rate of interest based upon the LIBOR RateTerm SOFRRate. Interest on LIBOR RateSOFR Rate Loans shall be payable on the earliest of (iA) the last day of the Interest Period applicable thereto; provided, that subject to the following clauses (ii) and (iii), in the case of any Interest Period greater than three months in duration, interest shall be payable at three month intervals after the commencement of the applicable Interest Period and on the last day of such Interest Period), (iiB) the date occurrence of an Event of Default in consequence of which the Required Lenders or Collateral Agent on which behalf thereof elect to accelerate the maturity of all or any portion of the Obligations are accelerated Obligations, or (C) termination of this Agreement pursuant to the terms hereof, or (iii) . Interest at the date Post-Default Rate shall be payable on which this Agreement is terminated pursuant to the terms hereofdemand. On the last day of each applicable Interest Period, unless Borrowers have the Borrower properly has exercised the LIBORSOFR LIBOR Option with respect thereto, the interest rate applicable to such LIBOR RateSOFR 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 Revolving Loans bear interest at a rate based upon the LIBOR RateTerm SOFR. -152- LEGAL_US_W # 114834644.8114834644.17Rate and Administrative Agent shall have the right to convert the interest rate on all outstanding LIBOR Rate Loans to the rate then applicable to Reference Rate Loans hereunder.

Interest and Interest Payment Dates. In lieu of having interest on the Priority Obligations charged at the rate based upon the Base Rate, Borrowers Borrower shall have the option, subject to Section 2.12(b) below (the “LIBORSOFR "LIBOR Option”") to have interest on all or a portion of 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 RateSOFR Rate Loan, or upon continuation of a LIBOR RateSOFR Rate Loan as a LIBOR RateSOFR Rate Loan) at a rate of interest based upon the LIBOR RateTerm SOFRRate. Interest on LIBOR RateSOFR 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; provided, that subject to the following clauses (ii) and (iii), in the case of any Interest Period greater than three months in duration, interest shall be payable at three month intervals after the commencement of the applicable Interest Period and on the last day of such Interest Period), (ii) the date on which all or any portion of the Priority Obligations are accelerated pursuant to the terms hereof, or (iiiiv) the date on which this Agreement is terminated pursuant to the terms hereof. On the last day of each applicable Interest Period, unless Borrowers have Borrower properly has exercised the LIBORSOFR LIBOR Option with respect thereto, the interest rate applicable to such LIBOR RateSOFR 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 Loans bear interest at a rate based upon the LIBOR RateTerm SOFRRate. -152- LEGAL_US_W # 114834644.8114834644.17The parties hereto agree that all interest periods with respect to "Eurodollar Rate Loans" under the Third 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 ending on the same dates as the existing interest periods.

Interest and Interest Payment Dates. In lieu of having interest charged at the rate based upon the Base Rate, Borrowers shall have the option, subject to Section 2.12(b) below option (the “LIBORSOFR LIBOR Option”) to have interest on all or a portion of the Revolving Loans Advances or Term Loan 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 RateTerm SOFRRate. Interest on LIBOR RateSOFR 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 with respect to such LIBOR Rate Loan has a duration of less than 6 months, the last day of the Interest Period applicable thereto; provided, that subject to the following clauses (ii) and (iii), in the case of any Interest Period greater than three months in duration, interest shall be payable at three month intervals after the commencement of the applicable Interest Period and on the last day of such Interest Period), (ii) the date on occurrence of an Event of Default in consequence of which the Lender has elected to accelerate the maturity of all or any portion of the Obligations are accelerated pursuant to the terms hereofObligations, or (iii) the date on which termination of this Agreement is terminated pursuant to the terms hereof. On the last day of each applicable Interest Period, unless Borrowers have Administrative Borrower properly has exercised the LIBORSOFR LIBOR Option with respect thereto, the interest rate applicable to such LIBOR RateSOFR 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 Revolving Loans Advances or any portion of the Term Loan bear interest at a rate based upon the LIBOR RateTerm SOFR. -152- LEGAL_US_W # 114834644.8114834644.17Rate and 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 Borrower shall have the option, subject to Section 2.12(b) below option (the “LIBORSOFR "LIBOR Option”") to have interest on all or a portion of the Revolving Loans 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 RateTerm SOFRRate. Interest on LIBOR RateSOFR Rate Loans shall be payable on the earliest of (i) the last day of the Interest Period applicable thereto; provided, thereto (provided that subject to the following clauses (ii) and (iii), in the case of any Interest Period for any LIBOR Rate Loan which is greater than three months in durationmonths, interest on such LIBOR Rate Loan also shall be payable at on the date that is three month intervals months after the commencement of the applicable Interest Period and on the last day beginning of such Interest Period), (ii) the date on occurrence of an Event of Default in consequence of which Lender has elected to accelerate the maturity of all or any portion of the Obligations are accelerated pursuant to the terms hereofObligations, or (iii) the date on which termination of this Agreement is terminated pursuant to the terms hereof. On the last day of each applicable Interest Period, unless Borrowers have Borrower properly has exercised the LIBORSOFR LIBOR Option with respect thereto, the interest rate applicable to such LIBOR RateSOFR 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 Loans Advances bear interest at a rate based upon the LIBOR RateTerm SOFR. -152- LEGAL_US_W # 114834644.8114834644.17Rate and 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, subject to Section 2.12(b) below option (the “LIBORSOFR "LIBOR Option”") to have interest on all or a portion of the Revolving Loans 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 RateTerm SOFRRate. Interest on LIBOR RateSOFR 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 the case of any Interest Period greater than three months in duration, interest shall be payable at three month intervals after the commencement of the applicable Interest Period and on the last day of such Interest Period), (ii) the date on occurrence of an Event of Default in consequence of which all or any portion Lender has elected to accelerate the maturity of the Obligations are accelerated pursuant to the terms hereofObligations, or (iii) the date on which termination of this Agreement is terminated pursuant to the terms hereof. On the last day of each applicable Interest Period, unless Borrowers have Administrative Borrower properly has exercised the LIBORSOFR LIBOR Option with respect thereto, the interest rate applicable to such LIBOR RateSOFR 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 Revolving Loans Advances bear interest at a rate based upon the LIBOR RateTerm SOFR. -152- LEGAL_US_W # 114834644.8114834644.17Rate and 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, subject to Section 2.12(b) below option (the “LIBORSOFR "LIBOR Option”") to have interest on all or a portion of the Revolving Loans 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 RateTerm SOFRRate. Interest on LIBOR RateSOFR 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 the case of any Interest Period greater than three months in duration, interest shall be payable at three month intervals after the commencement of the applicable Interest Period and on the last day of such Interest Period), (ii) the date on occurrence of an Event of Default in consequence of which Lender has elected to accelerate the maturity of all or any portion of the Obligations are accelerated pursuant to the terms hereofObligations, or (iii) the date on which termination of this Agreement is terminated pursuant to the terms hereof. On the last day of each applicable Interest Period, unless Borrowers have Borrower properly has exercised the LIBORSOFR LIBOR Option with respect thereto, the interest rate applicable to such LIBOR RateSOFR 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 Loans Advances bear interest at a rate based upon the LIBOR RateTerm SOFR. -152- LEGAL_US_W # 114834644.8114834644.17Rate and 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, subject to Section 2.12(b) below option (the “LIBORSOFR "LIBOR Option”") to have interest on all or a portion of the Revolving Loans 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 RateTerm SOFRRate. Interest on LIBOR RateSOFR 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 the case of any Interest Period greater than three months in duration, interest shall be payable at three month intervals after the commencement of the applicable Interest Period and on the last day of such Interest Period), (ii) the date occurrence of an Event of Default in consequence of which the Required Lenders or Agent on which all or any portion behalf thereof elect to accelerate the maturity of the Obligations are accelerated pursuant to the terms hereofObligations, or (iii) the date on which termination of this Agreement is terminated pursuant to the terms hereof. On the last day of each applicable Interest Period, unless Borrowers have Administrative Borrower properly has exercised the LIBORSOFR LIBOR Option with respect thereto, the interest rate applicable to such LIBOR RateSOFR 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 Revolving Loans Advances bear interest at a rate based upon the LIBOR RateTerm SOFR. -152- LEGAL_US_W # 114834644.8114834644.17Rate 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, subject to Section 2.12(b) below option (the “LIBORSOFR LIBOR Option”) to have interest on all or a portion of the Revolving Loans 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 RateTerm SOFRRate. Interest on LIBOR RateSOFR Rate Loans shall be payable on the earliest of (i) the last day of the Interest Period applicable thereto; , (provided, that however, that, subject to the following clauses (ii) and (iii), in 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 the applicable Interest Period and on the last day of such Interest Period), (ii) the date occurrence of an Event of Default in consequence of which the Required Lenders or Agent on which behalf thereof have elected to accelerate the maturity of all or any portion of the Obligations are accelerated pursuant to the terms hereofObligations, or (iii) the date on which termination of this Agreement is terminated pursuant to the terms hereof. On the last day of each applicable Interest Period, unless Borrowers have Administrative Borrower properly has exercised the LIBORSOFR LIBOR Option with respect thereto, the interest rate applicable to such LIBOR RateSOFR 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 Revolving Loans Advances bear interest at a rate based upon the LIBOR RateTerm SOFR. -152- LEGAL_US_W # 114834644.8114834644.17Rate 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, subject to Section 2.12(b) below option (the “LIBORSOFR "LIBOR Option”") to have interest on all or a portion of the Revolving Loans 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 RateSOFR Loan, or upon continuation of a LIBOR RateSOFR Loan as a LIBOR RateSOFR Loan) at a rate of interest based upon the LIBOR RateTerm SOFRRate. Interest on LIBOR RateSOFR Rate Loans shall be payable on the earliest of (i) the last day of the Interest Period applicable thereto; thereto (provided, that however, that, subject to the following clauses (ii) and (iii), in 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 the applicable Interest Period and on the last day of such Interest Period), (ii) the date on which all or any portion an Event of the Obligations are accelerated pursuant to the terms hereofDefault occurs, or (iii) the date on which this Agreement is terminated pursuant to the terms hereof. On the last day of each applicable Interest Period, unless Borrowers have Borrower properly has exercised the LIBORSOFR LIBOR Option with respect thereto, the interest rate applicable to such LIBOR RateSOFR 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 Revolving Loans Advances or the Term Loan bear interest at a rate based upon the LIBOR RateTerm SOFR. -152- LEGAL_US_W # 114834644.8114834644.17Rate, 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, subject to Section 2.12(b) below option (the “LIBORSOFR "LIBOR Option”") to have interest on all or a portion of the Revolving Loans 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 RateSOFR Loan, or upon continuation of a LIBOR RateSOFR Loan as a LIBOR RateSOFR Loan) at a rate of interest based upon the LIBOR RateTerm SOFRRate. Interest on LIBOR RateSOFR Rate Loans shall be payable on the earliest of (i) the last day of the Interest Period applicable thereto; , provided, that however, that, subject to the following clauses (ii) and (iii), in 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 the applicable Interest Period and on the last day of such Interest Period), (ii) the date on occurrence of an Event of Default in consequence of which Lender has elected to accelerate the maturity of all or any portion of the Obligations are accelerated pursuant to the terms hereofObligations, or (iii) the date on which termination of this Agreement is terminated pursuant to the terms hereof. On the last day of each applicable Interest Period, unless Borrowers have Administrative Borrower properly has exercised the LIBORSOFR LIBOR Option with respect thereto, the interest rate applicable to such LIBOR RateSOFR 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 Revolving Loans Advances or the Term Loan bear interest at a rate based upon the LIBOR RateTerm SOFR. -152- LEGAL_US_W # 114834644.8114834644.17Rate and 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, subject to Section 2.12(b) below option (the “LIBORSOFR "LIBOR Option”") to have interest on all or a portion of the Revolving Loans 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 RateSOFR Loan, or upon continuation of a LIBOR RateSOFR Loan as a LIBOR RateSOFR Loan) at a rate of interest based upon the LIBOR RateTerm SOFRRate. Interest on LIBOR RateSOFR Rate Loans shall be payable on the earliest of (i) the last day of the Interest Period applicable thereto; thereto provided, that however, that, subject to the following clauses (ii) and (iii), in 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 the applicable Interest Period and on the last day of such Interest Period), (ii) the date occurrence of an Event of Default in consequence of which the Required Lenders or Agent on which behalf thereof have elected to accelerate the maturity of all or any portion of the Obligations are accelerated pursuant to the terms hereofObligations, or (iii) the date on which termination of this Agreement is terminated pursuant to the terms hereof. On the last day of each applicable Interest Period, unless Borrowers have Administrative Borrower properly has exercised the LIBORSOFR LIBOR Option with respect thereto, the interest rate applicable to such LIBOR RateSOFR 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 Revolving Loans Advances bear interest at a rate based upon the LIBOR RateTerm SOFR. -152- LEGAL_US_W # 114834644.8114834644.17Rate 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, subject to Section 2.12(b) below option (the “LIBORSOFR "LIBOR Option”") to have interest on all or a portion of the Revolving Loans 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 RateTerm SOFRRate. Interest on LIBOR RateSOFR 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 the case of any Interest Period greater than three months in duration, interest shall be payable at three month intervals after the commencement of the applicable Interest Period and on the last day of such Interest Period), (ii) the date occurrence of an Event of Default in consequence of which the Required Lenders or Agent on which all or any portion behalf thereof elect to accelerate the maturity of the Obligations are accelerated pursuant to the terms hereofObligations, or (iii) the date on which termination of this Agreement is terminated pursuant to the terms hereof. On the last day of each applicable Interest Period, unless Borrowers have Administrative Borrower properly has exercised the LIBORSOFR LIBOR Option with respect thereto, the interest rate applicable to such LIBOR RateSOFR 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 Revolving Loans Advances bear interest at a rate based upon the LIBOR RateTerm SOFR. -152- LEGAL_US_W # 114834644.8114834644.17Rate 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, subject to Section 2.12(b) below option (the “LIBORSOFR "LIBOR Option”") to have interest on all or a portion of the Revolving Loans 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 RateTerm SOFRRate. Interest on LIBOR RateSOFR 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 the case of any Interest Period greater than three months in duration, interest shall be payable at three month intervals after the commencement of the applicable Interest Period and on the last day of such Interest Period), (ii) the date occurrence of an Event of Default in consequence of which the Required Lenders or Agent on which behalf thereof elect to accelerate the maturity of all or any portion of the Obligations are accelerated pursuant to the terms hereof, or (iii) the date on which termination of this Agreement is terminated pursuant to the terms hereof. On the last day of each applicable Interest Period, unless Borrowers have Administrative Borrower properly has exercised the LIBORSOFR LIBOR Option with respect thereto, the interest rate applicable to such LIBOR RateSOFR 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 Revolving Loans Advances bear interest at a rate based upon the LIBOR RateTerm SOFR. -152- LEGAL_US_W # 114834644.8114834644.17Rate 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 Borrower shall have the option, subject to Section 2.12(b) below option (the “LIBORSOFR LIBOR Option”) to have interest on all or a portion of the Revolving 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 RateTerm SOFRRate. Interest on LIBOR RateSOFR 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 the case of any Interest Period greater than three months in duration, interest shall be payable at three date that is one month intervals after the commencement of the applicable Interest Period and on the last day of such Interest Period), (iiiii) the date occurrence of an Event of Default in consequence of which the Required Lenders or Agent on which behalf thereof elect to accelerate the maturity of all or any portion of the Obligations are accelerated pursuant to the terms hereofObligations, or (iiiiv) the date on which termination of this Agreement is terminated pursuant to the terms hereof. On the last day of each applicable Interest PeriodPeriod in respect of a LIBOR Rate Loan, unless Borrowers have Borrower properly has exercised the LIBORSOFR LIBOR Option with respect thereto, the interest rate applicable to such LIBOR RateSOFR 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 at the election of the Agent or Required Lenders, Borrower no longer shall have the option to request that Revolving Term Loans bear interest at a rate based upon the LIBOR RateTerm SOFR. -152- LEGAL_US_W # 114834644.8114834644.17Rate and Agent shall have the right to convert the interest rate on all outstanding LIBOR Rate Loans to the rate then applicable to Reference 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, subject to Section 2.12(b) below option (the “LIBORSOFR LIBOR Option”) to have interest on all or a portion of the Revolving Loans 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 determined by reference to the LIBOR RateTerm SOFRRate. Interest on LIBOR RateSOFR 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 the case of any Interest Period greater than three months in duration, interest shall be payable at three month intervals after the commencement of the applicable Interest Period and on the last day of such Interest Period), (ii) the date occurrence of an Event of Default in consequence of which the Required Lenders or Agent on which behalf thereof have elected to accelerate the maturity of all or any portion of the Obligations are accelerated pursuant to the terms hereofObligations, or (iii) the date on which termination of this Agreement is terminated pursuant to the terms hereof. On the last day of each applicable Interest Period, unless Borrowers have Administrative Borrower properly has exercised the LIBORSOFR LIBOR Option with respect thereto, the interest rate applicable to such LIBOR RateSOFR 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 Revolving Loans Advances bear interest at a rate based upon the LIBOR RateTerm SOFR. -152- LEGAL_US_W # 114834644.8114834644.17Rate 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, subject to Section 2.12(b2.13(b) below (the “LIBORSOFR LIBOR Option”) to have interest on all or a portion of the Revolving Loans 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 RateSOFR Rate Loan, or upon continuation of a LIBOR RateSOFR Rate Loan as a LIBOR RateSOFR Rate Loan) at a rate of interest based upon the LIBOR RateTerm SOFRRate. Interest on LIBOR RateSOFR Rate Loans shall be payable on the earliest of (i) the last day of the Interest Period applicable thereto; thereto (provided, that however, that, subject to the following clauses (ii) and (iii), in 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 the applicable Interest Period and on the last day of - 62 - such Interest Period), (ii) the date on which all or any portion of the Obligations are accelerated pursuant to the terms hereof, or (iii) the date on which termination of this Agreement is terminated pursuant to the terms hereof. On the last day of each applicable Interest Period, unless Borrowers have Borrower properly has exercised the LIBORSOFR LIBOR Option with respect thereto, the interest rate applicable to such LIBOR RateSOFR 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 Loans Advances or the Delayed Draw Term Loan bear interest at a rate based upon the LIBOR RateTerm SOFR. -152- LEGAL_US_W # 114834644.8114834644.17Rate 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, subject to Section 2.12(b) below option (the “LIBORSOFR LIBOR Option”) to have interest on all or a portion of 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 RateSOFR Loan, or upon continuation of a LIBOR RateSOFR Loan as a LIBOR RateSOFR Loan) at a rate of interest based upon the LIBOR RateTerm SOFRRate. Interest on LIBOR RateSOFR Rate Loans shall be payable on the earliest of (i) the first calendar day after the last day of the Interest Period applicable thereto; provided, that subject to the following clauses (ii) and (iii), in the case of any Interest Period greater than three months in duration, interest shall be payable at three month intervals after the commencement of the applicable Interest Period and on the last day of such Interest Period), (ii) the date on occurrence of an Event of Default in consequence of which Lender has elected to accelerate the maturity of all or any portion of the Obligations are accelerated pursuant to the terms hereofObligations, or (iii) the date on which termination of this Agreement is terminated pursuant to the terms hereof. On the last first calendar day after the end of each applicable Interest Period, unless Borrowers have Borrower properly has exercised the LIBORSOFR LIBOR Option with respect thereto, the interest rate applicable to such LIBOR RateSOFR 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 Revolving Loans bear interest at a rate based upon the LIBOR RateTerm SOFR. -152- LEGAL_US_W # 114834644.8114834644.17Rate and 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, subject to Section 2.12(b) below (the “LIBORSOFR LIBOR Option”) to have interest on all or a portion of the Revolving Loans Advances be charged (whether at the time when made (unless otherwise provided herein), upon conversion from a Base Rate Loan to a LIBOR RateSOFR Rate Loan, or upon continuation of a LIBOR RateSOFR Rate Loan as a LIBOR RateSOFR Rate Loan) at a rate of interest based upon the LIBOR RateTerm SOFRRate. Interest on LIBOR RateSOFR 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 the case of any Interest Period greater than three months in duration, interest shall be payable at three month intervals after the commencement of the applicable Interest Period and on the last day of such Interest Period), (ii) the date on which all or any portion of the Obligations are accelerated pursuant to the terms hereof, or (iii) the date on which this Agreement is terminated pursuant to the terms hereof. On the last day of each applicable Interest Period, unless Borrowers have Borrower properly has exercised the LIBORSOFR LIBOR Option with respect thereto, the interest rate applicable to such LIBOR RateSOFR 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 Loans Advances bear interest at a rate based upon the LIBOR RateTerm SOFRRate. -152- LEGAL_US_W # 114834644.8114834644.17*** Certain confidential information has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.

Interest and Interest Payment Dates. In lieu of having interest charged at the rate based upon the Base Rate, US Borrowers shall have the option, subject to Section 2.12(b) below (the “LIBORSOFR SOFR Option”) to have interest on all or a portion of the US 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 SOFR Loan, or upon continuation of a LIBOR RateSOFR SOFR Loan as a LIBOR RateSOFR SOFR Loan) at a rate of interest based upon the LIBOR RateTerm Adjusted Term SOFR. Interest on LIBOR RateSOFR SOFR Loans shall be payable on the earliest of (i) the last day of the Interest Period applicable thereto; provided, provided that subject to the following clauses (ii) and (iii), in 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 the applicable Interest Period and on the last day of such Interest Period), (ii) the date on which all or any portion of the Obligations are accelerated pursuant to the terms hereof, or (iii) the date on which this Agreement is terminated pursuant to the terms hereof. On With respect to any US Revolving Loan, on the last day of each applicable Interest Period, unless US Borrowers have properly exercised the LIBORSOFR SOFR Option with respect thereto, the interest rate applicable to such LIBOR RateSOFR SOFR 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 Revolving Loans bear interest at a rate based upon the LIBOR RateTerm Adjusted Term 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 Rate, Borrowers shall have the option, subject to Section 2.12(b) below option (the “LIBORSOFR LIBOR Option”) to have interest on all or a portion of the Revolving Loans 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 RateSOFR Loan, or upon continuation of a LIBOR RateSOFR Loan as a LIBOR RateSOFR Loan) at a rate of interest based upon the LIBOR RateTerm SOFRRate. Interest on LIBOR RateSOFR 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 the case of any Interest Period greater than three months in duration, interest shall be payable at three month intervals after the commencement of the applicable Interest Period and on the last day of such Interest Period), (ii) the date occurrence of an Event of Default in consequence of which the Required Lenders or Agent on which behalf thereof elect to accelerate the maturity of all or any portion of the Obligations are accelerated pursuant to the terms hereofObligations, or (iii) the date on which termination of this Agreement is terminated pursuant to the terms hereof. On the last day of each applicable Interest Period, unless Borrowers have Administrative Borrower properly has exercised the LIBORSOFR LIBOR Option with respect thereto, the interest rate applicable to such LIBOR RateSOFR 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 Revolving Loans Advances or the Term Loan bear interest at a rate based upon the LIBOR RateTerm SOFR. -152- LEGAL_US_W # 114834644.8114834644.17Rate 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, subject to Section 2.12(b) below (the “LIBORSOFR "LIBOR Option”") to have interest on all or a portion of the 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 RateSOFR Rate Loan, or upon continuation of a LIBOR RateSOFR Rate Loan as a LIBOR RateSOFR Rate Loan) at a rate of interest based upon the LIBOR RateTerm SOFRRate. Interest on LIBOR RateSOFR Rate Loans shall be payable on the earliest of (i) the last day of the Interest Period applicable thereto; provided, that that, subject to the following clauses (ii) and (iii), in 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 the applicable Interest Period and on the last day of such Interest Period), (ii) the date on which all or any portion of the Obligations are accelerated pursuant to the terms hereof, or (iii) the date on which this Agreement is terminated pursuant to the terms hereof. On the last day of each applicable Interest Period, unless Borrowers have an Event of Default has occurred and is continuing or Borrower has (1) notified Agent in writing that it will convert such LIBOR Rate Loan to a Base Rate Loan or (2) properly exercised the LIBORSOFR LIBOR Option with respect theretothereto for an Interest Period in excess of 1 month, the interest rate applicable to such LIBOR RateSOFR Rate Loan automatically shall convert to the rate continue as a LIBOR Rate Loan with an Interest Period of interest then applicable to Base Rate Loans of the same type hereunder1 month. 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 Revolving Loans bear interest at a rate based upon the LIBOR RateTerm SOFR. -152- LEGAL_US_W # 114834644.8114834644.17Rate until such time as such Event of Default has been waived in accordance with the terms hereof.

Interest and Interest Payment Dates. In lieu of having interest charged at the rate based upon the Base Rate, Borrowers shall have the option, subject to Section 2.12(b) below option (the “LIBORSOFR "LIBOR Option”") to have interest on all or a portion of the Revolving Loans 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 RateTerm SOFRRate. Interest on LIBOR RateSOFR 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 the case of any Interest Period greater than three months in duration, interest shall be payable at three month intervals after the commencement of the applicable Interest Period and on the last day of such Interest Period), (ii) the date on occurrence of an Event of Default in consequence of which all or any portion Lender has elected to accelerate the maturity of the Obligations are accelerated pursuant to the terms hereofObligations, or and (iii) the date on which termination of this Agreement is terminated pursuant to the terms hereof. On the last day of each applicable Interest Period, unless Borrowers have Administrative Borrower properly has exercised the LIBORSOFR LIBOR Option with respect thereto, the interest rate applicable to such LIBOR RateSOFR 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 Revolving Loans Advances bear interest at a rate based upon the LIBOR RateTerm SOFR. -152- LEGAL_US_W # 114834644.8114834644.17Rate and 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, subject to Section 2.12(b) below option (the “LIBORSOFR LIBOR Option”) to have interest on all or a portion of the Revolving Loans Advances or Term Loan 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 RateTerm SOFRRate. Interest on LIBOR RateSOFR 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 the case of any Interest Period greater than three months in duration, interest shall be payable at three month intervals after the commencement of the applicable Interest Period and on the last day of such Interest Period), (ii) the date occurrence of an Event of Default in consequence of which the Required Lenders or Agent on which behalf thereof have elected to accelerate the maturity of all or any portion of the Obligations are accelerated pursuant to the terms hereofObligations, or (iii) the date on which termination of this Agreement is terminated pursuant to the terms hereof. On the last day of each applicable Interest Period, unless Borrowers have Administrative Borrower properly has exercised the LIBORSOFR LIBOR Option with respect thereto, the interest rate applicable to such LIBOR RateSOFR 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 Revolving Loans Advances or any portion of the Term Loan bear interest at a rate based upon the LIBOR RateTerm SOFR. -152- LEGAL_US_W # 114834644.8114834644.17Rate 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, subject to Section 2.12(b) below option (the “LIBORSOFR "LIBOR Option”") to have interest on all or a portion of the Revolving Loans 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 RateSOFR Loan, or upon continuation of a LIBOR RateSOFR Loan as a LIBOR RateSOFR Loan) at a rate of interest based upon the LIBOR RateTerm SOFRRate. Interest on LIBOR RateSOFR 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 the case of any Interest Period greater than three months in duration, interest shall be payable at three month intervals after the commencement of the applicable Interest Period and on the last day of such Interest Period), (ii) the date on occurrence of an Event of Default in consequence of which all or any portion Foothill has elected to accelerate the maturity of the Obligations are accelerated pursuant to the terms hereofObligations, or (iii) the date on which termination of this Agreement is terminated pursuant to the terms hereof. On the last day of each applicable Interest Period, unless Borrowers have Borrower properly has exercised the LIBORSOFR LIBOR Option with respect thereto, the interest rate applicable to such LIBOR RateSOFR 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 Loans Advances or the Term Loan bear interest at a rate based upon the LIBOR RateTerm SOFR. -152- LEGAL_US_W # 114834644.8114834644.17Rate and Foothill 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.