Common use of Interest Periods Clause in Contracts

Interest Periods. At the time the Borrower gives any Notice of Borrowing in respect of the making of any Loan (in the case of the initial Interest Period applicable thereto) or on the third Business Day prior to the expiration of an Interest Period applicable to such Loan (in the case of any subsequent Interest Period) (provided that any such notice shall be deemed to be given on a certain day only if given before 10:00 AM (New York time)), it shall have the right to elect, by giving the Administrative Agent notice thereof, the interest period (each an “Interest Period”) applicable to such Loan, which Interest Period shall, at the option of the Borrower, be a three month or six month period (or, solely in respect of the Revolving Credit Facility, a one month period) (or such other period as all the Lenders may agree); provided that: (i) all Loans comprising a Borrowing shall at all times have the same Interest Period; (ii) subject to clause (iii) below, each Interest Period for any Loan after the initial Interest Period with respect thereto shall commence on the day on which the immediately preceding Interest Period applicable thereto expires; (iii) if any Interest Period relating to a Loan begins on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period, such Interest Period shall end on the last Business Day of such calendar month; (iv) if any Interest Period would otherwise expire on a day which is not a Business Day, such Interest Period shall expire on the first succeeding Business Day; provided, however, that if any Interest Period for a Loan would otherwise expire on a day which is not a Business Day but is a day of the month after which no further Business Day occurs in such month, such Interest Period shall expire on the immediately preceding Business Day; (v) no Interest Period in respect of any Borrowing of Loans shall be selected which extends beyond the Maturity Date; (vi) any Interest Period commencing less than three months prior to the Maturity Date shall end on the Maturity Date; (vii) unless the Required Lenders otherwise agree, no Interest Period longer than three months may be selected at any time when a Default or Event of Default has occurred and is continuing; (viii) if, at any time, the Borrower shall select an Interest Period longer than three months, for any loan, interest shall be payable every three months and at the end of such interest period; (ix) no Interest Period shall be selected which extends beyond any date upon which a scheduled repayment of Loans will be required to be made under Section 4.02(a) if the aggregate principal amount of Loans which have Interest Periods which will expire after such date will be in excess of the aggregate principal amount of Loans then outstanding less the aggregate amount of such required repayment on such date; and (x) no more than 10 Interest Periods shall be outstanding at any time. If upon the expiration of any Interest Period applicable to a Borrowing of Loans, the Borrower has failed to elect a new Interest Period to be applicable to such Loans as provided above, the Borrower shall be deemed to have elected a three month Interest Period to be applicable to such Loans effective as of the expiration date of such current Interest Period.

Interest Periods. At the time the Borrower gives any Notice of Borrowing in respect of the making of any Loan (in the case of the initial Interest Period applicable thereto) or on the third Business Day prior to the expiration of an Interest Period applicable to such Loan (in the case of any subsequent Interest Period) (provided that any such notice shall be deemed to be given on a certain day only if given before 10:00 AM (New York time)), it shall have the right to elect, by giving the Administrative Agent notice thereof, the interest period (each an “Interest Period”) applicable to such Loan, which Interest Period shall, at the option of the Borrower, be a three month or six month period (or, solely in respect of the Revolving Credit Facility, a one month period) (or such other period as all the Lenders may agree); provided that: (i) all Loans comprising a Borrowing shall at all times have the same Interest Period; (ii) subject to clause (iii) below, each Interest Period for any Loan after the initial Interest Period with respect thereto shall commence on the day on which the immediately preceding Interest Period applicable thereto expires; (iii) if any Interest Period relating to a Loan begins on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period, such Interest Period shall end on the last Business Day of such calendar month; (iv) if any Interest Period would otherwise expire on a day which is not a Business Day, such Interest Period shall expire on the first succeeding Business Day; provided, however, that if any Interest Period for a Loan would otherwise expire on a day which is not a Business Day but is a day of the month after which no further Business Day occurs in such month, such Interest Period shall expire on the immediately preceding Business Day; (v) no Interest Period in respect of any Borrowing of Loans shall be selected which extends beyond the Maturity Date; (vi) any Interest Period commencing less than three months prior to the Maturity Date shall end on the Maturity Date; (vii) unless the Required Lenders otherwise agree, no Interest Period longer than three months may be selected at any time when a Default or Event of Default has occurred and is continuing; (viii) if, at any time, the Borrower shall select an Interest Period longer than three months, for any loan, interest shall be payable every three months and at the end of such interest period; (ix) no Interest Period shall be selected which extends beyond any date upon which a scheduled repayment of Loans will be required to be made under Section 4.02(a) if the aggregate principal amount of Loans which have Interest Periods which will expire after such date will be in excess of the aggregate principal amount of Loans then outstanding less the aggregate amount of such required repayment on such date; and (x) no more than 10 Interest Periods shall be outstanding at any time. If upon the expiration of any Interest Period applicable to a Borrowing of Loans, the Borrower has failed to elect a new Interest Period to be applicable to such Loans as provided above, the Borrower shall be deemed to have elected a three month Interest Period to be applicable to such Loans effective as of the expiration date of such current Interest Period.

Interest Periods. At the time the Borrower gives any Notice of Borrowing or Notice of Conversion/Continuation in respect of the making of of, or conversion into, any SOFR Loan (in the case of the initial Interest Period applicable thereto) or prior to 12:00 Noon (New York City time) on the third Business Day (or such shorter period as the Administrative Agent shall agree in its sole and absolute discretion) prior to the expiration of an Interest Period applicable to such SOFR Loan (in the case of any subsequent Interest Period) (provided that any such notice shall be deemed to be given on a certain day only if given before 10:00 AM (New York time)), it the Borrower shall have the right to electelect the Interest Period (each, by giving the Administrative Agent notice thereof, the interest period (each an “Interest Period”) applicable to such SOFR Loan, which Interest Period shall, at the option of the Borrower, Borrower be a one (1), three month (3) or six month (6)-month period (orin each case, solely in respect of subject to the Revolving Credit Facility, a one month period) (or such other period as all the Lenders may agreeavailability thereof); provided that:that (in each case): (i) all SOFR Loans comprising a Borrowing shall at all times have the same Interest Period; (ii) subject to clause (iii) below, each the initial Interest Period for any SOFR Loan after shall commence on the initial date of Borrowing of such SOFR Loan (including, in the case of SOFR Loans, the date of any conversion thereto from a Borrowing of Base Rate Loans) and each Interest Period with occurring thereafter in respect thereto of such SOFR Loan shall commence on the day on which the immediately next preceding Interest Period applicable thereto expires; (iii) if any Interest Period relating to for a SOFR Loan begins on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period, such Interest Period shall end on the last Business Day of such calendar month; (iv) if any Interest Period for a SOFR Loan would otherwise expire on a day which is not a Business Day, such Interest Period shall expire on the first next succeeding Business Day; provided, however, that if any Interest Period for a SOFR Loan would otherwise expire on a day which is not a Business Day but is a day of the month after which no further Business Day occurs in such month, such Interest Period shall expire on the immediately next preceding Business Day; (v) with respect to Term Loans, unless the Required Term Lenders otherwise agree, no Interest Period for a Term Loan that is a SOFR Loan may be selected at any time when an Event of Default pursuant to Section 11.01(a) or 11.01(e) is then in existence; (vi) with respect to Revolving Loans, unless the Required Revolving Lenders otherwise agree, no Interest Period for a Revolving Loan that is a SOFR Loan may be selected at any time when an Event of Default pursuant to Section 11.01(a) or 11.01(e) is then in existence; (vii) no Interest Period in respect of any Borrowing of any Tranche of Loans shall be selected which extends beyond the Maturity Date; (vi) any Interest Period commencing less than three months prior to the Maturity Date shall end on the Maturity Date; (vii) unless the Required Lenders otherwise agree, no Interest Period longer than three months may be selected at any time when a Default or Event of Default has occurred and is continuing;therefor; and (viii) if, at any time, all Term B-3 Loans made pursuant to Section 2.01(a) and those converted from Term B-2 Loans shall have the Borrower shall select an same initial Interest Period longer than three monthsas in effect for the Converted Term B-3 Loans on the Amendment and Restatement Effective Date. With respect to any SOFR Loans, for any loan, interest shall be payable every three months and at the end of such interest period; (ix) no any Interest Period shall be selected which extends beyond any date upon which applicable to a scheduled repayment Borrowing thereof, the Borrower may elect to split the respective Borrowing of Loans will be required to be made a single Type under Section 4.02(a) if a single Tranche into two or more Borrowings of different Types under such Tranche or combine two or more Borrowings under a single Tranche into a single Borrowing of the aggregate principal amount same Type under such Tranche, in each case, by the Borrower giving notice thereof together with its election of Loans which have one or more Interest Periods which will expire after such date will be applicable thereto, in excess of the aggregate principal amount of Loans then outstanding less the aggregate amount of such required repayment on such date; and each case so long as each resulting Borrowing (x) no more has an Interest Period which complies with the foregoing requirements of this Section 2.09, (y) has a principal amount which is not less than 10 Interest Periods shall be outstanding at any timethe Minimum Borrowing Amount applicable to Borrowings of the respective Type and Tranche, and (z) does not cause a violation of the requirements of Section 2.02. If upon by 12:00 Noon (New York City time) on the third Business Day (or such shorter period as the Administrative Agent shall agree in its sole and absolute discretion) prior to the expiration of any Interest Period applicable to a Borrowing of SOFR Loans, the Borrower has failed to elect elect, or is not permitted to elect, a new Interest Period to be applicable to such Loans as provided aboveAdjusted Term SOFR, the Borrower shall be deemed to have elected in the case of SOFR Loans, SOFR Loans with a three one (1) month Interest Period with such conversion or continuation to be applicable to such Loans effective as of the expiration date of such current Interest Period.

Interest Periods. At In connection with each LIBOR Loan, Borrower may, pursuant to the time the Borrower gives any applicable Notice of Borrowing in respect or Notice of the making of any Loan (in Conversion/ Continuation, as the case of the initial Interest Period applicable thereto) or on the third Business Day prior to the expiration of may be, select an Interest Period applicable to such Loan (in the case of any subsequent Interest Period) (provided that any such notice shall be deemed to be given on a certain day only if given before 10:00 AM (New York time)), it shall have the right to elect, by giving the Administrative Agent notice thereof, the interest period (each an “Interest Period”"INTEREST PERIOD") to be applicable to such Loan, which Interest Period shallshall be, at the option of the Borrower's option, be either a one, two, three month or six month period or if deposits in the interbank Eurodollar market are generally available for such period to all Lenders making the applicable Loans (or, solely as determined by such Lenders in respect of the Revolving Credit Facilitygood faith based on prevailing market conditions), a one nine or twelve month period) (or such other period as all the Lenders may agree); provided PROVIDED that: (i) all Loans comprising the initial Interest Period for any LIBOR Loan shall commence on the Funding Date in respect of such Loan, in the case of a Borrowing shall at all times have Loan initially made as a LIBOR Loan, or on the same Interest Perioddate specified in the applicable Notice of Conversion/Continuation, in the case of a Loan converted to a LIBOR Loan; (ii) subject in the case of immediately successive Interest Periods applicable to clause (iii) belowa LIBOR Loan continued as such pursuant to a Notice of Conversion/ Continuation, each successive Interest Period for any Loan after the initial Interest Period with respect thereto shall commence on the day on which the immediately next preceding Interest Period applicable thereto expires; (iii) if any Interest Period relating to a Loan begins on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period, such Interest Period shall end on the last Business Day of such calendar month; (iv) if any an Interest Period would otherwise expire on a day which that is not a Business Day, such Interest Period shall expire on the first next succeeding Business Day; providedPROVIDED that, however, that if any Interest Period for a Loan would otherwise expire on a day which that is not a Business Day but is a day of the month after which no further Business Day occurs in such month, such Interest Period shall expire on the immediately next preceding Business Day; (iv) any Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall, subject to clauses (v) and (vi) of this subsection 2.2B, end on the last Business Day of a calendar month; (v) no Interest Period in with respect to any portion of any Borrowing of the Tranche A Term Loans shall be selected which extends extend beyond the Maturity seventh anniversary of the Closing Date, no Interest Period with respect to any portion of the Tranche B Term Loans shall extend beyond the eighth anniversary of the Closing Date, and no Interest Period with respect to any portion of the Revolving Loans shall extend beyond the Revolving Loan Commitment Termination Date; (vi) any no Interest Period commencing less than three months prior with respect to any portion of the Maturity Date Tranche A Term Loans or Tranche B Term Loans shall end extend beyond a date on which Borrower is required to make a scheduled payment of principal of the Tranche A Term Loans or Tranche B Term Loans, as the case may be, unless the sum of (a) the aggregate principal amount of Tranche A Term Loans or Tranche B Term Loans, as the case may be, that are Base Rate Loans plus (b) the aggregate principal amount of Tranche A Term Loans or Tranche B Term Loans, as the case may be, that are LIBOR Loans with Interest Periods expiring on or before such date equals or exceeds the principal amount required to be paid on the Maturity DateTranche A Term Loans or Tranche B Term Loans, as the case may be, on such date; (vii) unless the Required Lenders otherwise agree, there shall be no more than 20 Interest Period longer than three months may be selected Periods outstanding at any time when a Default or Event of Default has occurred and is continuing;time; and (viii) if, at any time, in the event Borrower shall select fails to specify an Interest Period longer than three months, for any loanLIBOR Loan in the applicable Notice of Borrowing or Notice of Conversion/Continuation, interest shall be payable every three months and at the end of such interest period; (ix) no Interest Period shall be selected which extends beyond any date upon which a scheduled repayment of Loans will be required to be made under Section 4.02(a) if the aggregate principal amount of Loans which have Interest Periods which will expire after such date will be in excess of the aggregate principal amount of Loans then outstanding less the aggregate amount of such required repayment on such date; and (x) no more than 10 Interest Periods shall be outstanding at any time. If upon the expiration of any Interest Period applicable to a Borrowing of Loans, the Borrower has failed to elect a new Interest Period to be applicable to such Loans as provided above, the Borrower shall be deemed to have elected a three month selected an Interest Period to be applicable to such Loans effective as of the expiration date of such current Interest Periodone month.

Interest Periods. At the time the Borrower Company gives any Notice of Borrowing or Notice of Conversion/Continuation in respect of the making of of, continuation as or conversion into any Loan (in LIBOR Loan, the case of the initial Interest Period applicable thereto) or on the third Business Day prior to the expiration of an Interest Period applicable to such Loan (in the case of any subsequent Interest Period) (provided that any such notice shall be deemed to be given on a certain day only if given before 10:00 AM (New York time)), it Borrowers shall have the right to elect, by giving the Administrative Agent notice thereof, elect the interest period (each each, an “Interest Period”) applicable to such LIBOR Loan, which Interest Period shall, at the option of the BorrowerBorrowers, be (x) a one, two, three month or six month period period, (or, solely in respect of y) to the Revolving Credit Facilityextent agreed to by all Lenders, a one twelve month periodperiod or (z) (or if agreed by the Administrative Agent in its discretion and each Lender, such other period as all the Lenders may agree)not to exceed one-month; provided that:provided, that (in each case): (ia) all LIBOR Loans comprising a Borrowing shall at all times have the same Interest Period; (iib) subject to clause (iii) below, each the initial Interest Period for any LIBOR Loan after shall commence on the initial date of Borrowing of such LIBOR Loan (including the date of any conversion thereto from a Base Rate Loan) and each Interest Period with occurring thereafter in respect thereto of such LIBOR Loan shall commence on the day on which the immediately next preceding Interest Period applicable thereto expires; (iiic) if any Interest Period relating to for a LIBOR Loan begins on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period, such Interest Period shall end on the last Business Day of such calendar month; (ivd) if any Interest Period for a LIBOR Loan would otherwise expire on a day which is not a Business Day, such Interest Period shall expire on the first next succeeding Business Day; provided, however, that if any Interest Period for a LIBOR Loan would otherwise expire on a day which is not a Business Day but is a day of the month after which no further Business Day occurs in such month, such Interest Period shall expire on the immediately next preceding Business Day; (v) no Interest Period in respect of any Borrowing of Loans shall be selected which extends beyond the Maturity Date; (vi) any Interest Period commencing less than three months prior to the Maturity Date shall end on the Maturity Date; (viie) unless the Required Lenders otherwise agree, no Interest Period longer than three months may be selected at any time when a Default or an Event of Default has occurred and is continuing;; and (viii) if, at any time, the Borrower shall select an Interest Period longer than three months, for any loan, interest shall be payable every three months and at the end of such interest period; (ixf) no Interest Period in respect of any Borrowing shall be selected which extends beyond any date upon which a scheduled repayment of Loans will be required to be made under Section 4.02(a) if the aggregate principal amount of Loans which have Interest Periods which will expire after such date will be in excess of the aggregate principal amount of Loans then outstanding less the aggregate amount of such required repayment on such date; and (x) no more than 10 Interest Periods shall be outstanding at any timeFinal Maturity Date. If upon by 1:00 P.M. (New York City time) on the third Business Day prior to the expiration of any Interest Period applicable to a Borrowing of LIBOR Loans, the Borrower has Borrowers have failed to elect elect, or is not permitted to elect, a new Interest Period to be applicable to such LIBOR Loans as provided above, the Borrower Borrowers shall be deemed to have elected a three month Interest Period to be applicable to convert such LIBOR Loans into Base Rate Loans effective as of the expiration date of such current Interest Period.

Interest Periods. At the time the Borrower gives any Notice of Borrowing in respect of the making of any Loan (in the case of the initial Interest Period The applicable thereto) or on the third Business Day prior to the expiration of an Interest Period applicable to such Loan (in the case of any subsequent Interest Period) (provided that any such notice shall be deemed to be given on a certain day only if given before 10:00 AM (New York time)), it shall have the right to elect, by giving the Administrative Agent notice thereof, the interest period (each an “Interest Period”) of each Borrowing of LIBOR Rate Loans shall be a one (1), two (2), three (3) or six (6) month period, as selected by the Borrower in the applicable to such LoanNotice of Borrowing or Conversion/Continuation Notice, which Interest Period shall, at initially commencing on the option date of the BorrowerLoan or any Conversion/Continuation Date, be a three month or six month period (or, solely in respect of as the Revolving Credit Facility, a one month period) (or such other period as all the Lenders case may agree)be; provided that: (i) all Loans comprising a Borrowing shall at all times have in the same case of immediately successive Interest Period; (ii) subject Periods applicable to clause (iii) belowLIBOR Rate Loans, each successive Interest Period for any Loan after the initial Interest Period with respect thereto shall commence on the day on which the immediately preceding Interest Period applicable thereto expires; (iiiii) if any Interest Period relating to a Loan begins on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period, such Interest Period shall end on the last Business Day of such calendar month; (iv) if any an Interest Period would otherwise expire on a day which that is not a Business Day, such Interest Period shall expire on the first next succeeding Business Day; providedprovided that, however, that if any Interest Period for a Loan would otherwise expire on a day which that is not a Business Day but is a day of the month after which no further Business Day occurs in such month, such Interest Period shall expire on the immediately preceding Business Day; (viii) any Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall, subject to clause (iv) of this Section 2.5B, end on the last Business Day of a calendar month; (iv) no Interest Period in respect of any Borrowing of Loans shall be selected which extends extend beyond the Maturity Date; (vi) any Interest Period commencing less than three months prior to the Maturity Date shall end on the Maturity Date; (vii) unless the Required Lenders otherwise agree, no Interest Period longer than three months may be selected at any time when a Default or Event of Default has occurred and is continuing; (viii) if, at any time, the Borrower shall select an Interest Period longer than three months, for any loan, interest shall be payable every three months and at the end of such interest period; (ix) no Interest Period shall be selected which extends beyond any date upon which a scheduled repayment of Loans will be required to be made under Section 4.02(a) if the aggregate principal amount of Loans which have Interest Periods which will expire after such date will be in excess of the aggregate principal amount of Loans then outstanding less the aggregate amount of such required repayment on such date; and (xv) no more than 10 ten (10) Interest Periods shall be outstanding at any time. If upon ; (vi) subject to clause (vii) of this Section 2.5B, if the expiration Borrower fails to specify an Interest Period for any Borrowing of LIBOR Rate Loans in the applicable Conversion/Continuation Notice or fails to give timely notice of the continuation of any Interest Period applicable to a outstanding Borrowing of LIBOR Rate Loans, the Borrower has failed to elect a new Interest Period to be applicable to such Loans as provided above, the Borrower shall be deemed to have elected a three month selected an Interest Period to be applicable to such Loans effective as of one (1) month; and (vii) until the earlier of (x) the date that is 30 days after the Effective Date and (y) the date that the Lead Arrangers notify the Borrower that the primary syndication of the expiration date Loans has been completed, all LIBOR Rate Loans shall have an Interest Period of one (1) week, if one week Interest Periods are available from all Lenders or, if one week Interest Periods are not available from all Lenders, all Loans shall be Base Rate Loans during such current Interest Periodperiod.

Interest Periods. At the time the Borrower gives any Notice of Borrowing or Notice of Conversion/Continuation in respect of the making of or conversion into, any Eurodollar Loan (in the case of the initial Interest Period applicable thereto) or prior to 12:00 Noon (Chicago time) on the third Business Day prior to the expiration of an Interest Period applicable to such Eurodollar Loan (in the case of any subsequent Interest Period) (provided that any such notice shall be deemed to be given on a certain day only if given before 10:00 AM (New York time)), it the Borrower shall have the right to elect, by giving the Administrative Agent notice thereof, elect the interest period (each an “"Interest Period”") applicable to such Eurodollar Loan, which Interest Period shall, at the option of the Borrower, be a one, two or three month or six month period period, provided that (or, solely in respect of the Revolving Credit Facility, a one month period) (or such other period as all the Lenders may agree); provided that:each case): (i) all Eurodollar Loans comprising a Borrowing shall at all times have the same Interest Period; (ii) subject to clause (iii) below, each the initial Interest Period for any Eurodollar Loan after shall commence on the initial Interest date of Borrowing of such Eurodollar Loan (including the date of any conversion thereto from a Base Rate Loan) and each interest Period with occurring thereafter in respect thereto of such Eurodollar Loan shall commence on the day on which the immediately next preceding Interest Period applicable thereto expires; (iii) if any Interest Period relating to for a Eurodollar Loan begins on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period, such Interest Period shall end on the last Business Day of such calendar month; (iv) if any Interest Period for a Eurodollar Loan would otherwise expire on a day which is not a Business Day, such Interest Period shall expire on the first next succeeding Business Day; provided, however, that if any Interest Period for a Eurodollar Loan would otherwise expire on a day which is not a Business Day but is a day of the month after which no further Business Day occurs in such month, such Interest Period shall expire on the immediately next preceding Business Day; (v) unless the Required Lenders otherwise agree, no Interest Period may be selected at any time when a Default or an Event of Default is then in existence; and (vi) no Interest Period in respect of any Borrowing of Loans shall be selected which extends beyond the Revolving Loan Maturity Date; (vi) any Interest Period commencing less than three months prior to the Maturity Date shall end on the Maturity Date; (vii) unless the Required Lenders otherwise agree, no Interest Period longer than three months may be selected at any time when a Default or Event of Default has occurred and is continuing; (viii) if, at any time, the Borrower shall select an Interest Period longer than three months, for any loan, interest shall be payable every three months and at the end of such interest period; (ix) no Interest Period shall be selected which extends beyond any date upon which a scheduled repayment of Loans will be required to be made under Section 4.02(a) if the aggregate principal amount of Loans which have Interest Periods which will expire after such date will be in excess of the aggregate principal amount of Loans then outstanding less the aggregate amount of such required repayment on such date; and (x) no more than 10 Interest Periods shall be outstanding at any time. If upon the expiration of any Interest Period applicable to a Borrowing of Eurodollar Loans, the Borrower has failed to elect elect, or is not permitted to elect, a new Interest Period to be applicable to such Eurodollar Loans as provided above, the Borrower shall be deemed to have elected a three month Interest Period to be applicable to convert such Eurodollar Loans into Base Rate Loans effective as of the expiration date of such current Interest Period.

Interest Periods. At In connection with each LIBOR Rate Loan, the time the Borrower gives any Notice of Borrowing in respect of the making of any Loan (in the case of the initial Interest Period applicable thereto) or on the third Business Day prior to the expiration of an Interest Period applicable to such Loan (in the case of any subsequent Interest Period) (provided that any such notice shall be deemed to be given on a certain day only if given before 10:00 AM (New York time)), it shall have the right to electBorrower, by giving notice at the Administrative Agent notice thereoftimes described in Section 2.3 or 5.2, the as applicable, shall elect an interest period (each each, an “Interest Period”) to be applicable to such Loan, which Interest Period shall, at the option of the Borrower, shall be a period of one (1), two (2), three month (3), or six month period (or, solely in respect of the Revolving Credit Facility, a one month period6) (or such other period as all the Lenders may agree)months; provided that: (i) all Loans comprising a Borrowing shall at all times have the same Interest Period; (ii) subject to clause (iii) below, each Interest Period for any Loan after the initial Interest Period with respect thereto shall commence on the day date of advance of or conversion to any LIBOR Rate Loan and, in the case of immediately successive Interest Periods, each successive Interest Period shall commence on the date on which the immediately preceding Interest Period applicable thereto expires; (iii) if any Interest Period relating to a Loan begins on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period, such Interest Period shall end on the last Business Day of such calendar month; (ivii) if any Interest Period would otherwise expire on a day which that is not a Business Day, such Interest Period shall expire on the first next succeeding Business Day; provided, however, that if any Interest Period for with respect to a LIBOR Rate Loan would otherwise expire on a day which that is not a Business Day but is a day of the month after which no further Business Day occurs in such month, such Interest Period shall expire on the immediately preceding Business Day; (viii) any Interest Period with respect to a LIBOR Rate Loan that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the relevant calendar month at the end of such Interest Period; (iv) no Interest Period in with respect to any portion of (x) Revolving Credit Loans shall extend beyond the Revolving Credit Maturity Date or (y) any Borrowing Class of Term Loans shall extend beyond the applicable Term Loan Maturity Date for such Class, and Interest Periods shall be selected which extends beyond by the Maturity DateBorrower so as to permit the Borrower to make the quarterly principal installment payments pursuant to Section 4.3 without payment of any amounts pursuant to Section 5.9; (v) there shall be no more than ten (10) Interest Periods in effect at any time; and (vi) any Interest Period commencing less than three months prior LIBOR Rate Loan as to the Maturity Date shall end on the Maturity Date; (vii) unless the Required Lenders otherwise agree, no Interest Period longer than three months may be selected at any time when a Default or Event of Default has occurred and is continuing; (viii) if, at any time, which the Borrower shall select has not duly specified an Interest Period longer than three months, for any loan, interest shall be payable every three months and at the end of such interest period; (ix) no as provided herein have an Interest Period shall be selected which extends beyond any date upon which a scheduled repayment of Loans will be required to be made under Section 4.02(aone (1) if the aggregate principal amount of Loans which have Interest Periods which will expire after such date will be in excess of the aggregate principal amount of Loans then outstanding less the aggregate amount of such required repayment on such date; and (x) no more than 10 Interest Periods shall be outstanding at any time. If upon the expiration of any Interest Period applicable to a Borrowing of Loans, the Borrower has failed to elect a new Interest Period to be applicable to such Loans as provided above, the Borrower shall be deemed to have elected a three month Interest Period to be applicable to such Loans effective as of the expiration date of such current Interest Periodmonth.

Interest Periods. At the time the Borrower gives any Notice of Borrowing in respect of the making of any Eurodollar Loan (in the case of the initial Interest Period applicable thereto) or prior to 11:00 a.m. (New York time) on the third Business Day prior to the expiration of an Interest Period applicable to such Eurodollar Loan (in the case of any subsequent Interest Period) (provided that any such notice shall be deemed to be given on a certain day only if given before 10:00 AM (New York time)), it the Borrower shall have the right to elect, by giving the Administrative Agent notice thereof, the interest period (each an “Interest Period”) applicable to such Eurodollar Loan, which Interest Period shall, at the option of the Borrower, be a three month three- or six six-month period (or, solely in respect of the Revolving Credit Facility, a one month period) (or such other period as all may be agreed by the Lenders (it being understood, however, that during the three-month period preceding the Maturity Date the Borrower, with the consent of the Administrative Agent, may agreeselect an Interest Period of less than three months so long as such Interest Period ends no later than the Maturity Date); provided that: (i) all Eurodollar Loans comprising a Borrowing shall at all times have the same Interest Period; (ii) subject to clause (iii) below, each the initial Interest Period for any Eurodollar Loan after the initial Interest Period with respect thereto shall commence on the date of Borrowing of such Revolving Loan and each Interest Period occurring thereafter in respect of such Eurodollar Loan shall commence on the day immediately following the day on which the immediately preceding Interest Period applicable thereto expires; (iii) if any Interest Period relating to a Eurodollar Loan begins on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period, such Interest Period shall end on the last Business Day of such calendar month; (iv) if any Interest Period would otherwise expire on a day which is not a Business Day, such Interest Period shall expire on the first succeeding Business Day; provided, however, that if any Interest Period for a Eurodollar Loan would otherwise expire on a day which is not a Business Day but is a day of the month after which no further Business Day occurs in such month, such Interest Period shall expire on the immediately preceding Business Day; (v) no Interest Period in respect of any Borrowing of Loans shall be selected which extends beyond the Maturity Date; (vi) any Interest Period commencing less than three months prior to the Maturity Date shall end on the Maturity Date; (vii) unless the Required Lenders otherwise agree, no Interest Period longer than three months may be selected at any time when a Default or an Event of Default has occurred and is continuingthen in existence; (viii) if, at any time, the Borrower shall select an Interest Period longer than three months, for any loan, interest shall be payable every three months and at the end of such interest period; (ixvi) no Interest Period in respect of any Borrowing shall be selected which extends beyond any date upon which a scheduled repayment of Loans will be required to be made under Section 4.02(a) if the aggregate principal amount of Loans which have Interest Periods which will expire after such date will be in excess of the aggregate principal amount of Loans then outstanding less the aggregate amount of such required repayment on such dateMaturity Date; and (xvii) no more than 10 the selection of Interest Periods shall be outstanding at any timesubject to the provisions of Section 2.02. If upon by 11:00 a.m. (New York time) on the third Business Day preceding the expiration of any Interest Period applicable to a Borrowing of Eurodollar Loans, the Borrower has failed to elect a new Interest Period to be applicable to such Revolving Loans as provided above, the Borrower shall be deemed to have elected a three one month Interest Period to be applicable to such Revolving Loans effective as of the expiration date of such current Interest Period.”.

Interest Periods. At the time the Borrower gives the Notice of Borrowing or any Notice of Borrowing Conversion/Continuation in respect of the making of of, continuation as or conversion into any Loan (in LIBOR Loan, the case of the initial Interest Period applicable thereto) or on the third Business Day prior to the expiration of an Interest Period applicable to such Loan (in the case of any subsequent Interest Period) (provided that any such notice shall be deemed to be given on a certain day only if given before 10:00 AM (New York time)), it Borrower shall have the right to elect, by giving the Administrative Agent notice thereof, elect the interest period (each each, an “Interest Period”) applicable to such LIBOR Loan, which Interest Period shall, at the option of the Borrower, be (x) a one, two, three month or six month period period, (or, solely in respect of y) to the Revolving Credit Facilityextent agreed to by all Lenders with Term Loans under the relevant Class, a one twelve month periodperiod or (z) (or if agreed by the Administrative Agent in its discretion and each Lender with Term Loans under the relevant Class, such other period as all the Lenders may agree)not to exceed one-month; provided that:provided, that (in each case): (ia) all LIBOR Loans comprising a Borrowing shall at all times have the same Interest Period; (iib) subject to clause (iii) below, each the initial Interest Period for any LIBOR Loan after shall commence on the initial date of Borrowing of such LIBOR Loan (including the date of any conversion thereto from a Base Rate Loan) and each Interest Period with occurring thereafter in respect thereto of such LIBOR Loan shall commence on the day on which the immediately next preceding Interest Period applicable thereto expires; (iiic) if any Interest Period relating to for a LIBOR Loan begins on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period, such Interest Period shall end on the last Business Day of such calendar month; (ivd) if any Interest Period for a LIBOR Loan would otherwise expire on a day which is not a Business Day, such Interest Period shall expire on the first next succeeding Business Day; provided, however, that if any Interest Period for a LIBOR Loan would otherwise expire on a day which is not a Business Day but is a day of the month after which no further Business Day occurs in such month, such Interest Period shall expire on the immediately next preceding Business Day; (v) no Interest Period in respect of any Borrowing of Loans shall be selected which extends beyond the Maturity Date; (vi) any Interest Period commencing less than three months prior to the Maturity Date shall end on the Maturity Date; (viie) unless the Required Lenders otherwise agree, no Interest Period longer than three months may be selected (and therefore no LIBOR Loan may be continued and no Base Rate Loan may be converted into a LIBOR Loan) at any time when a Default or an Event of Default has occurred and is continuing;; and (viii) if, at any time, the Borrower shall select an Interest Period longer than three months, for any loan, interest shall be payable every three months and at the end of such interest period; (ixf) no Interest Period in respect of any Borrowing of any Class of Term Loans shall be selected which extends beyond any date upon which a scheduled repayment the Maturity Date for such Class of Loans will be required to be made under Section 4.02(a) if the aggregate principal amount of Loans which have Interest Periods which will expire after such date will be in excess of the aggregate principal amount of Loans then outstanding less the aggregate amount of such required repayment on such date; and (x) no more than 10 Interest Periods shall be outstanding at any timeTerm Loans. If upon by 1:00 P.M. (New York City time) on the third Business Day prior to the expiration of any Interest Period applicable to a Borrowing of LIBOR Loans, the Borrower has failed to elect elect, or is not permitted to elect, a new Interest Period to be applicable to such LIBOR Loans as provided above, the Borrower shall be deemed to have elected a three month Interest Period to be applicable to convert such LIBOR Loans into Base Rate Loans effective as of the expiration date of such current Interest Period.

Interest Periods. At the time the Borrower gives any Notice of Borrowing in respect of the making of any Loan (in the case of the initial Interest Period applicable thereto) or on the third Business Day prior to the expiration of an Interest Period applicable to such Loan (in the case of any subsequent Interest Period) (provided that any such notice shall be deemed to be given on a certain day only if given before 10:00 AM (New York time)), it shall have the right to elect, by giving the Administrative Agent notice thereof, the interest period (each an “Interest Period”) applicable to such Loan, which Interest Period shall, at the option of the Borrower, be a one month, three month or six month period (or, solely in respect of the Revolving Credit Facility, a one month period) (or such other period as all the Lenders may agree); provided that: (i) all Loans comprising a Borrowing shall at all times have the same Interest Period; (ii) subject to clause (iii) below, each Interest Period for any Loan after the initial Interest Period with respect thereto shall commence on the day on which the immediately preceding Interest Period applicable thereto expires; (iii) if any Interest Period relating to a Loan begins on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period, such Interest Period shall end on the last Business Day of such calendar month; (iv) if any Interest Period would otherwise expire on a day which is not a Business Day, such Interest Period shall expire on the first succeeding Business Day; provided, however, that if any Interest Period for a Loan would otherwise expire on a day which is not a Business Day but is a day of the month after which no further Business Day occurs in such month, such Interest Period shall expire on the immediately preceding Business Day; (v) no Interest Period in respect of any Borrowing of Loans shall be selected which extends beyond the Maturity Date; (vi) any Interest Period commencing less than three months prior to the Maturity Date shall end on the Maturity Date; (vii) unless the Required Lenders otherwise agree, no Interest Period longer than three months may be selected at any time when a Default or Event of Default has occurred and is continuing; (viii) if, at any time, the Borrower shall select an Interest Period longer than three months, for any loan, interest shall be payable every three months and at the end of such interest period; (ixvii) no Interest Period shall be selected which extends beyond any date upon which a scheduled repayment of Loans will be required to be made under Section 4.02(a) if the aggregate principal amount of Loans which have Interest Periods which will expire after such date will be in excess of the aggregate principal amount of Loans then outstanding less the aggregate amount of such required repayment on such date; (viii) the Borrower shall select no more than 3 Interest Periods of one month within any 12 month period; and (xix) no more than 10 Interest Periods shall be outstanding at any time. If upon the expiration of any Interest Period applicable to a Borrowing of Loans, the Borrower has failed to elect a new Interest Period to be applicable to such Loans as provided above, the Borrower shall be deemed to have elected a three month Interest Period to be applicable to such Loans effective as of the expiration date of such current Interest Period.

Interest Periods. (a) At the time the Borrower gives any a Notice of Borrowing or Notice of Conversion in respect of the making of, or conversion into, a Borrowing of any Loan Eurodollar Loans (in the case of the initial Interest Period applicable thereto) or prior to 12:00 Noon (New York time) on the third Business Day prior to the expiration of an Interest Period applicable to such Loan (in the case a Borrowing of any subsequent Interest Period) (provided that any such notice shall be deemed to be given on a certain day only if given before 10:00 AM (New York time))Eurodollar Loans, it shall have the right to elect, elect by giving the Administrative Agent written notice thereof, (or telephonic notice promptly confirmed in writing) of the interest period (each an “Interest Period”) Period applicable to such LoanBorrowing, which Interest Period shall, at the option of the Borrower, be a three month or one, two, three, six month period (or, solely in respect of to the Revolving Credit extent available to all Lenders with a Commitment and/or outstanding Loans under the respective Facility, a one nine or twelve month period) (or such other period as all . Notwithstanding anything to the Lenders may agree); provided thatcontrary contained above: (i) all Loans comprising a Borrowing shall at all times have the same Interest Period; (ii) subject to clause (iii) below, each initial Interest Period for any Loan after Borrowing of Eurodollar Loans shall commence on the initial date of such Borrowing (including the date of any conversion from a Borrowing of Base Rate Loans) and each Interest Period with occurring thereafter in respect thereto of such Borrowing shall commence on the day on which the immediately next preceding Interest Period applicable thereto expires; (iiiii) if any Interest Period relating to a Loan begins on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period, such Interest Period shall end on the last Business Day of such calendar month; (iviii) if any Interest Period would otherwise expire on a day which is not a Business Day, such Interest Period shall expire on the first next succeeding Business Day; provided, however, provided that if any Interest Period for a Loan would otherwise expire on a day which is not a Business Day but is a day of the month after which no further Business Day occurs in such month, such Interest Period shall expire on the immediately next preceding Business Day; (iv) no Interest Period with respect to a Borrowing of RF Loans or A Term Loans shall extend beyond the Final Maturity Date; (v) no Interest Period with respect to any C Term Loans-Floating Rate or C Term Loans-Fixed Rate outstanding as Eurodollar Loans may be elected that would extend beyond any date upon which a Scheduled Repayment is required to be made in respect of any Borrowing such Loans if, after giving effect to the selection of such Interest Period, the aggregate principal amount of C Term Loans-Floating Rate or C Term Loans-Fixed Rate outstanding as Eurodollar Loans, respectively, maintained as Eurodollar Loans shall with Interest Periods ending after such date would exceed the aggregate principal amount of C Term Loans-Floating Rate or C Term Loans-Fixed Rate outstanding as Eurodollar Loans, as the case may be, permitted to be selected which extends beyond the Maturity Date;outstanding after such Scheduled Repayment; and (vi) any Interest Period commencing less than three months prior to the Maturity Date shall end on the Maturity Date; (vii) unless the Required Lenders otherwise agree, no Interest Period longer than three months may be selected elected at any time when a Default under Section 8.01 or an Event of Default has occurred and is continuing;then in existence if the Administrative Agent or the Required Lenders shall have determined in its or their sole discretion not to permit such election. (viiib) ifIf, at any time, the Borrower shall select an Interest Period longer than three months, for any loan, interest shall be payable every three months and at the end of such interest period; (ix) no Interest Period shall be selected which extends beyond any date upon which a scheduled repayment of Loans will be required to be made under Section 4.02(a) if the aggregate principal amount of Loans which have Interest Periods which will expire after such date will be in excess of the aggregate principal amount of Loans then outstanding less the aggregate amount of such required repayment on such date; and (x) no more than 10 Interest Periods shall be outstanding at any time. If upon the expiration of any Interest Period applicable to a Borrowing of LoansPeriod, the Borrower has failed to (or may not) elect a new Interest Period to be applicable to such the respective Borrowing of Eurodollar Loans as provided above, the Borrower shall be deemed to have elected to convert such Borrowing into a three month Interest Period to be applicable to such Borrowing of Base Rate Loans effective as of the expiration date of such current Interest Periodexpiration.

Interest Periods. At In connection with each LIBOR Loan, Borrower may, pursuant to the time the Borrower gives any applicable Notice of Borrowing in respect or Notice of the making of any Loan (in Conversion/Continuation, as the case of the initial Interest Period applicable thereto) or on the third Business Day prior to the expiration of may be, select an Interest Period applicable to such Loan (in the case of any subsequent Interest Period) (provided that any such notice shall be deemed to be given on a certain day only if given before 10:00 AM (New York time)), it shall have the right to elect, by giving the Administrative Agent notice thereof, the interest period (each an “Interest Period”) to be applicable to such Loan, which Interest Period shallshall be, at the option of the Borrower’s option, be either a one, two, three month or six month period (or, solely in respect of the Revolving Credit Facility, a one month period) (or such other period as all the Lenders may agree); provided that: (i) all Loans comprising the initial Interest Period for any LIBOR Loan shall commence on the Funding Date in respect of such Loan, in the case of a Borrowing shall at all times have Loan initially made as a LIBOR Loan, or on the same Interest Perioddate specified in the applicable Notice of Conversion/Continuation, in the case of a Loan converted to a LIBOR Loan; (ii) subject in the case of immediately successive Interest Periods applicable to clause (iii) belowa LIBOR Loan continued as such pursuant to a Notice of Conversion/Continuation, each successive Interest Period for any Loan after the initial Interest Period with respect thereto shall commence on the day on which the immediately next preceding Interest Period applicable thereto expires; (iii) if any Interest Period relating to a Loan begins on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period, such Interest Period shall end on the last Business Day of such calendar month; (iv) if any an Interest Period would otherwise expire on a day which that is not a Business Day, such Interest Period shall expire on the first next succeeding Business Day; providedprovided that, however, that if any Interest Period for a Loan would otherwise expire on a day which that is not a Business Day but is a day of the month after which no further Business Day occurs in such month, such Interest Period shall expire on the immediately next preceding Business Day; (iv) any Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall, subject to clause (v) of this subsection 2.2B, end on the last Business Day of a calendar month; (v) no Interest Period in with respect to any portion of any Borrowing of the Revolving Loans shall be selected which extends extend beyond the Maturity then effective Revolving Loan Commitment Termination Date; (vi) there shall be no more than fifteen Interest Periods outstanding at any Interest Period commencing less than three months prior to the Maturity Date shall end on the Maturity Date;time; and (vii) unless in the Required Lenders otherwise agree, no Interest Period longer than three months may be selected at any time when a Default or Event of Default has occurred and is continuing; (viii) if, at any time, the event Borrower shall select fails to specify an Interest Period longer than three months, for any loanLIBOR Loan in the applicable Notice of Borrowing or Notice of Conversion/Continuation, interest shall be payable every three months and at the end of such interest period; (ix) no Interest Period shall be selected which extends beyond any date upon which a scheduled repayment of Loans will be required to be made under Section 4.02(a) if the aggregate principal amount of Loans which have Interest Periods which will expire after such date will be in excess of the aggregate principal amount of Loans then outstanding less the aggregate amount of such required repayment on such date; and (x) no more than 10 Interest Periods shall be outstanding at any time. If upon the expiration of any Interest Period applicable to a Borrowing of Loans, the Borrower has failed to elect a new Interest Period to be applicable to such Loans as provided above, the Borrower shall be deemed to have elected a three month selected an Interest Period to be applicable to such Loans effective as of the expiration date of such current Interest Periodone month.

Interest Periods. At the time the any Borrower gives any Notice of Borrowing or Notice of Conversion in respect of the making of of, or conversion into, any Eurocurrency Loan (in the case of the initial Interest Period applicable thereto) or on the (i) fourth Business Day, in the case of Eurocurrency Loans denominated in a currency other than Dollars and (ii) third Business Day Day, in the case of Eurocurrency Loans denominated in Dollars, prior to the expiration of an Interest Period applicable to such Eurocurrency Loan (in the case of any subsequent Interest Period) (provided that any such notice shall be deemed to be given on a certain day only if given before 10:00 AM (New York time)Periods), it the respective Borrower shall have the right to elect, by giving the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) thereof, the interest period (each an “Interest Period”"INTEREST PERIOD") applicable to such LoanBorrowing, which Interest Period shall, at the option of the such Borrower, be a one, two, three month or six month period (or, solely in respect of the Revolving Credit Facility, a one six-month period) (or such other period as all the Lenders may agree); provided , PROVIDED that: (i) all Eurocurrency Loans comprising a Borrowing shall at all times have the same Interest Period; (ii) subject to clause (iii) below, each the initial Interest Period for any Loan after Borrowing of Eurocurrency Loans shall commence on the initial date of such Borrowing (including the date of any conversion from a Borrowing of Base Rate Loans) and each Interest Period with occurring thereafter in respect thereto of such Borrowing shall commence on the day on which the immediately next preceding Interest Period applicable thereto expires; (iii) if any Interest Period relating to a Loan begins on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period, such Interest Period shall end on the last Business Day of such calendar month; (iv) if any Interest Period would otherwise expire on a day which is not a Business Day, such Interest Period shall expire on the first next succeeding Business Day; providedPROVIDED, howeverHOWEVER, that if any Interest Period for a Loan would otherwise expire on a day which is not a Business Day but is a day of the month after which no further Business Day occurs in such month, such Interest Period shall expire on the immediately next preceding Business Day; (v) no Interest Period in respect of any Borrowing of Loans shall be selected which extends beyond the Maturity Date; (vi) any Interest Period commencing less than three months prior to the Maturity Date shall end on the Maturity Date; (vii) unless the Required Lenders otherwise agree, no Interest Period longer than three months may be selected at any time when a Default or an Event of Default has occurred and is continuing;then in existence; and (viii) if, at any time, the Borrower shall select an Interest Period longer than three months, for any loan, interest shall be payable every three months and at the end of such interest period; (ixvi) no Interest Period shall be selected which extends beyond any date upon which a scheduled repayment of Loans will be required to be made under Section 4.02(a) if the aggregate principal amount of Loans which have Interest Periods which will expire after such date will be in excess of the aggregate principal amount of Loans then outstanding less the aggregate amount of such required repayment on such date; and (x) no more than 10 Interest Periods shall be outstanding at any timeFinal Maturity Date. If upon the expiration of any Interest Period applicable to a Borrowing of Loansfor Loans denominated in Dollars, the respective Borrower has failed to elect (or is not permitted to elect) a new Interest Period to be applicable to such Loans Borrowing as provided above, the such Borrower shall be deemed to have elected to convert such Borrowing into a three month Interest Period to be applicable to such Borrowing of Base Rate Loans effective as of the expiration date of such current Interest Period.

Interest Periods. (a) At the time the Borrower gives any a Notice of Borrowing or Notice of Conversion in respect of the making of, or conversion into, a Borrowing of any Loan Eurodollar Loans (in the case of the initial Interest Period applicable thereto) or prior to 10:00 A.M. (New York time) on the third Business Day prior to the expiration of an Interest Period applicable to such Loan (in the case a Borrowing of any subsequent Interest Period) (provided that any such notice shall be deemed to be given on a certain day only if given before 10:00 AM (New York time))Eurodollar Loans, it shall have the right to elect, elect by giving the Administrative Agent written notice thereof, (or telephonic notice promptly confirmed in writing) of the interest period (each an “Interest Period”) Period applicable to such LoanBorrowing, which Interest Period shall, at the option of the Borrower, be a one, two, three month or six month period (or, solely in respect of period. Notwithstanding anything to the Revolving Credit Facility, a one month period) (or such other period as all the Lenders may agree); provided thatcontrary contained above: (i) all Loans comprising a Borrowing shall at all times have the same Interest Period; (ii) subject to clause (iii) below, each initial Interest Period for any Loan after Borrowing of Eurodollar Loans shall commence on the initial date of such Borrowing (including the date of any conversion from a Borrowing of Base Rate Loans) and each Interest Period with occurring thereafter in respect thereto of such Borrowing shall commence on the day on which the immediately next preceding Interest Period applicable thereto expires; (iiiii) if any Interest Period relating to a Loan begins on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period, such Interest Period shall end on the last Business Day of such calendar month; (iviii) if any Interest Period would otherwise expire on a day which is not a Business Day, such Interest Period shall expire on the first next succeeding Business Day; provided, however, provided that if any Interest Period for a Loan would otherwise expire on a day which is not a Business Day but is a day of the month after which no further Business Day occurs in such month, such Interest Period shall expire on the immediately next preceding Business Day; (iv) no Interest Period shall extend beyond the Expiry Date; and (v) no Interest Period in respect of any Borrowing of Loans shall be selected which extends beyond the Maturity Date; (vi) any Interest Period commencing less than three months prior to the Maturity Date shall end on the Maturity Date; (vii) unless the Required Lenders otherwise agree, no Interest Period longer than three months may be selected elected at any time when a Default violation of Section 9.01 or an Event of Default has occurred and is continuing;then in existence if the Agent or the Required Banks have determined that such an election at such time would be disadvantageous to the Banks. (viiib) if, at any time, the Borrower shall select an Interest Period longer than three months, for any loan, interest shall be payable every three months and at the end of such interest period; (ix) no Interest Period shall be selected which extends beyond any date upon which a scheduled repayment of Loans will be required to be made under Section 4.02(a) if the aggregate principal amount of Loans which have Interest Periods which will expire after such date will be in excess of the aggregate principal amount of Loans then outstanding less the aggregate amount of such required repayment on such date; and (x) no more than 10 Interest Periods shall be outstanding at any time. If upon the expiration of any Interest Period applicable to a Borrowing of LoansPeriod, the Borrower has failed to (or may not) elect a new Interest Period to be applicable to such the respective Borrowing of Eurodollar Loans as provided above, the Borrower shall be deemed to have elected to convert such Borrowing into a three month Interest Period to be applicable to such Borrowing of Base Rate Loans effective as of the expiration date of such current Interest Period.

Interest Periods. At the time the Borrower gives any Notice of Borrowing in respect of (a) In connection with the making or continuation of, or conversion into, each Borrowing of any Loan (in the case Syndicate Loans comprised of the initial Interest Period applicable thereto) or on the third Business Day prior to the expiration of Eurodollar Advances, Borrower shall select an Interest Period applicable to such Loan (in the case of any subsequent Interest Period) (provided that any such notice shall be deemed to be given on a certain day only if given before 10:00 AM (New York time)), it shall have the right to elect, by giving the Administrative Agent notice thereof, the interest period (each an “"Interest Period”") to be applicable to such LoanEurodollar Advances, which Interest Period shallshall be either a 1, at the option of the Borrower2, be a three month 3 or six month period (or, solely in respect of the Revolving Credit Facility, a one 6 month period) (or such other period as all the Lenders may agree); provided that: (i) all Loans comprising a Borrowing shall at all times have the same Interest Period; (ii) subject to clause (iii) below, each The initial Interest Period for any Loan after Borrowing of Eurodollar Advances shall commence on the initial date of such Borrowing (including the date of any conversion from a Borrowing consisting of Advances of another Type) and each Interest Period with occurring thereafter in respect thereto of such Borrowing shall commence on the day on which the immediately next preceding Interest Period applicable thereto expires; ; (iiiii) if any Interest Period relating to a Loan begins on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period, such Interest Period shall end on the last Business Day of such calendar month; (iv) if If any Interest Period would otherwise expire on a day which is not a Business Day, such Interest Period shall expire on the first next succeeding Business Day; provided, however, provided that if any Interest Period for a Loan in respect of Eurodollar Advances would otherwise expire on a day which that is not a Business Day but is a day of the month after which no further Business Day occurs in such month, such Interest Period shall expire on the immediately next preceding Business Day; ; (viii) no Any Interest Period in respect of any Borrowing of Loans shall be selected Eurodollar Advances which extends beyond begins on a day for which there is no numerically corresponding day in the Maturity Date; (vi) any Interest Period commencing less than three months prior to the Maturity Date shall end on the Maturity Date; (vii) unless the Required Lenders otherwise agree, no Interest Period longer than three months may be selected at any time when a Default or Event of Default has occurred and is continuing; (viii) if, at any time, the Borrower shall select an Interest Period longer than three months, for any loan, interest shall be payable every three months and calendar month at the end of such interest period; Interest Period shall, subject to part (ixiv) no below, expire on the last Business Day of such calendar month; (iv) No Interest Period shall be selected which extends extend beyond any date upon which a scheduled repayment any principal payment is due with respect to the Line of Loans will be required to be made under Section 4.02(a) if the aggregate principal amount of Loans which have Interest Periods which will expire after such date will be in excess of the aggregate principal amount of Loans then outstanding less the aggregate amount of such required repayment on such date; andCredit Loans. (xb) no more than 10 Interest Periods shall be outstanding at any time. If upon the expiration of any Interest Period applicable to When Borrower requests a Borrowing of Loansquote for a Competitive Bid Loan, the Borrower has failed to elect a new shall specify the Interest Period to be applicable to such Loans Line of Credit Loan, which Interest Period shall be as provided above, agreed upon by the Borrower and such Lender; provided, however, that (i) no Interest Period shall exceed 180 days, (ii) no Interest Period shall extend beyond the Line of Credit Termination Date and (iii) if any Interest Period would otherwise expire on a day which is not a Business Day, such Interest Period shall expire on the next succeeding Business Day. Interest shall be deemed to have elected a three month payable in respect of each Competitive Bid Loan on the last day of each Interest Period to be applicable to such Loans effective as of the expiration date of such current Interest PeriodCompetitive Bid Loan, and at maturity (whether by acceleration or otherwise).

Interest Periods. At One or more interest periods (each an AInterest Period ) shall be applicable with respect to the time outstanding principal amount of the Loan. Each Interest Period shall be a period of one, two, three or six months as specified by Borrower gives any in accordance with the terms of this Agreement. Simultaneously with the execution and delivery hereof, Borrower shall furnish the Administrative Agent with a Notice of Borrowing in respect Interest Period Selection specifying the initial Interest Period or Interest Periods applicable to the Loan. Notwithstanding the foregoing: (i) the initial Interest Period for all or any portion of the making Loan shall commence on the date of any Loan the disbursement of the Loan; (in ii) Provided that no Event of Default shall have occurred and be continuing, at the case end of the initial Interest Period and each subsequent Interest Period applicable theretoto any portion of the Loan, the Borrower shall be permitted to select an additional Interest Period for the applicable portion of the Loan by delivering a Notice of Additional Interest Period Selection to the Administrative Agent at any time prior to 12:00 noon (New York time) or on the third Business Day prior to the expiration of an the then current Interest Period applicable to such Loan (in portion of the case of any subsequent Interest Period) (Loan, provided that any if no Interest Period selection is delivered to the Administrative Agent by such notice time, the Borrower shall be deemed to have selected an Interest Period of one month and such Interest Period selected or deemed to have been selected for such portion of the Loan may not be given on a certain day only if given before 10:00 AM (New York time)), it shall have changed without the right to elect, by giving consent of the Administrative Agent notice thereof, the interest period (each an “Interest Period”) applicable to such Loan, which Interest Period shall, at the option of the Borrower, be a three month or six month period (or, solely in respect of the Revolving Credit Facility, a one month period) (or such other period as all the Lenders may agree); provided that: (i) all Loans comprising a Borrowing shall at all times have the same Interest Period; (ii) subject to clause (iii) below, each Interest Period for any Loan after the initial Interest Period with respect thereto shall commence on the day on which the immediately preceding Interest Period applicable thereto expiresAgent; (iii) if any Interest Period relating to a Loan begins on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period, such Interest Period shall end on the last Business Day of such calendar month; (iv) if any Interest Period would otherwise expire on a day which is not a Business Day, such Interest Period shall expire on the first next succeeding Business Day; provided, however, provided that if any Interest Period for in respect of a portion of the Loan (other than a borrowing referred to in Section 2.10(b)(ii) or Section 2.11(b)(ii)) would otherwise expire on a day which that is not a Business Day but is a day of the month after which no further Business Day occurs in such month, such Interest Period shall expire on the immediately next preceding Business Day; (iv) any Interest Period in respect of a portion of the Loan which begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall, subject to clause (v) below, end on the last Business Day of a calendar month; (v) no Interest Period in respect of any Borrowing of Loans shall be selected which extends extend beyond the Maturity Date; (vi) any Interest Period commencing less than three months prior to the Maturity Date shall end on the Maturity Date; (vii) unless the Required Lenders otherwise agree, no Interest Period longer than three months may be selected at any time when a Default or Event of Default has occurred and is continuing; (viii) if, at any time, the Borrower shall select an Interest Period longer than three months, for any loan, interest shall be payable every three months and at the end of such interest period; (ix) no Interest Period shall be selected which extends beyond any date upon which a scheduled repayment of Loans will be required to be made under Section 4.02(a) if the aggregate principal amount of Loans which have Interest Periods which will expire after such date will be in excess of the aggregate principal amount of Loans then outstanding less the aggregate amount of such required repayment on such date; and (x) no more than 10 Interest Periods shall be outstanding at any time. If upon the expiration of any Interest Period applicable to a Borrowing of Loans, the Borrower has failed to elect a new Interest Period to be applicable to such Loans as provided above, the Borrower shall be deemed to have elected a three month Interest Period to be applicable to such Loans effective as of the expiration date of such current Interest Period.

Interest Periods. At the time the Borrower it gives any Notice of Borrowing or Notice of Conversion in respect of the making of of, or conversion into, any Eurodollar Loan (in the case of the initial Interest Period applicable thereto) or on the third Business Day prior to the expiration of an Interest Period applicable to such Eurodollar Loan (in the case of any subsequent Interest Period) (provided that any such notice shall be deemed to be given on a certain day only if given before 10:00 AM (New York time)), it the Borrower shall have the right to elect, by giving the Administrative Agent notice thereof, the interest period (each each, an “"Interest Period”") applicable to such Eurodollar Loan, which Interest Period shall, at the option of the Borrower, be a three month one, two, three, six or six month period (or, solely in respect of the Revolving Credit Facility, a one twelve month period) (or such other period as all the Lenders may agree); , provided that: (i) all Eurodollar Loans comprising a Borrowing shall at all times have the same Interest Period; (ii) subject to clause (iii) below, each the initial Interest Period for any Eurodollar Loan after shall commence on the initial date of Borrowing of such Eurodollar Loan (including the date of any conversion thereto from a Loan of a different Type) and each Interest Period with occurring thereafter in respect thereto of such Eurodollar Loan shall commence on the day on which the immediately next preceding Interest Period applicable thereto expires; (iii) if any Interest Period relating to a Eurodollar Loan begins on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period, such Interest Period shall end on the last Business Day of such calendar month; (iv) if any Interest Period would otherwise expire on a day which is not a Business Day, such Interest Period shall expire on the first next succeeding Business Day; provided, however, that if any Interest Period for a Eurodollar Loan would otherwise expire on a day which is not a Business Day but is a day of the month after which no further Business Day occurs in such month, such Interest Period shall expire on the immediately next preceding Business Day; (v) no Interest Period in respect of any Borrowing of Loans shall be selected which extends beyond the Maturity Date; (vi) any Interest Period commencing less than three months prior to the Maturity Date shall end on the Maturity Date; (vii) unless the Required Lenders otherwise agreespecifically agree in writing, no Interest Period longer than three months may be selected at any time when a Default or Event of Default has occurred and is continuingthen in existence; (viii) if, at any time, the Borrower shall select an Interest Period longer than three months, for any loan, interest shall be payable every three months and at the end of such interest period; (ixvi) no Interest Period in respect of any Borrowing of any Tranche of Loans shall be selected which extends beyond the respective Maturity Date for such Tranche of Loans; and (vii) no Interest Period of any Borrowing of Term Loans A or Term Loans B shall be selected which extends beyond any date upon which a scheduled mandatory repayment of such Tranche of Loans will be required to be made under Section 4.02(a4.02(b) or (c), as the case may be, if the aggregate principal amount of Term Loans A or Term Loans B which have Interest Periods which will expire after such date will be in excess of the aggregate principal amount of Term Loans A or Term Loans B, as the case may be, then outstanding less the aggregate amount of such required repayment on such date; and (x) no more than 10 Interest Periods shall be outstanding at any timeprepayment. If upon the expiration of any Interest Period applicable to a Borrowing of Eurodollar Loans, the Borrower has failed to elect elect, or is not permitted to elect, a new Interest Period to be applicable to such Eurodollar Loans as provided above, the Borrower shall be deemed to have elected a three month Interest Period to be applicable to convert such Eurodollar Loans into Base Rate Loans effective as of the expiration date of such current Interest Period.

Interest Periods. At Concurrently with the time the Borrower gives any giving of a (a) Notice of Borrowing or (b) Notice of Conversion/Continuation in respect of the making any Borrowing comprised of any Loan (in the case of the initial Interest Period applicable thereto) or on the third Business Day prior to the expiration of an Interest Period applicable to such Loan (in the case of any subsequent Interest Period) (provided that any such notice shall be deemed Base Rate Loans to be given on a certain day only if given before 10:00 AM (New York time))converted into, it or LIBOR Loans to be continued as, LIBOR Loans, the Borrower shall have the right to elect, by giving the Administrative Agent notice thereofpursuant to such notice, the interest period (each each, an “Interest Period”) to be applicable to such LoanLIBOR Loans, which Interest Period shall, at the option of the BorrowerBorrower be, be in the case of a three month or six month period (or, solely in respect of the Revolving Credit FacilityLIBOR Loan, a one one, two, three or six-month period) (or such other period as all the Lenders may agree); provided provided, however, that: (i) all LIBOR Loans comprising a single Borrowing shall at all times have the same Interest Period; (ii) subject to clause (iii) below, each the initial Interest Period for any LIBOR Loan after shall commence on the initial date of the Borrowing of such LIBOR Loan (including the date of any continuation of, or conversion into, such LIBOR Loan), and each successive Interest Period with respect thereto applicable to such LIBOR Loan shall commence on the day on which the immediately next preceding Interest Period applicable thereto expires; (iii) LIBOR Loans may not be outstanding under more than five (5) separate Interest Periods at any one time (for which purpose Interest Periods shall be deemed to be separate even if they are coterminous); (iv) if any Interest Period relating otherwise would expire on a day that is not a Business Day, such Interest Period shall expire on the next succeeding Business Day unless such next succeeding Business Day falls in another calendar month, in which case such Interest Period shall expire on the next preceding Business Day; (v) the Borrower may not select any Interest Period that begins prior to a Loan the Closing Date or that expires after the Maturity Date; (vi) if any Interest Period begins on a day for which there is no numerically corresponding day in the calendar month at the end of during which such Interest PeriodPeriod would otherwise expire, such Interest Period shall end expire on the last Business Day of such calendar month; (ivvii) if any Interest Period would otherwise expire on a day which is not a the Administrative Agent shall notify the Borrower at least four Business Day, such Interest Period shall expire on the first succeeding Business Day; provided, however, that if any Interest Period for a Loan would otherwise expire on a day which is not a Business Day but is a day of the month after which no further Business Day occurs in such month, such Interest Period shall expire on the immediately preceding Business Day; (v) no Interest Period in respect of any Borrowing of Loans shall be selected which extends beyond the Maturity Date; (vi) any Interest Period commencing less than three months Days prior to the Maturity Date shall end on the Maturity Date; (vii) unless the Required Lenders otherwise agreeexpiration of an Interest Period, no Interest Period longer than three months may be selected at any time when a Default or Event of Default has occurred and is continuing; (viii) if, at any time, the Borrower shall select an Interest Period longer than three months, for any loan, interest shall be payable every three months and at the end of such interest period; (ix) no Interest Period shall be selected which extends beyond any date upon which a scheduled repayment of Loans will be required to be made under Section 4.02(a) if the aggregate principal amount of Loans which have Interest Periods which will expire after such date will be in excess of the aggregate principal amount of Loans then outstanding less the aggregate amount of such required repayment on such date; and (x) no more than 10 Interest Periods shall be outstanding at any time. If upon the expiration of any Interest Period applicable to a Borrowing of LIBOR Loans, the Borrower has shall have failed to elect a new Interest Period to be applicable to such Loans as provided aboveLIBOR Loans, the Borrower shall be deemed to have elected a three month Interest Period to be applicable to convert such LIBOR Loans effective into Base Rate Loans as of the expiration date of the then current Interest Period applicable thereto; and (viii) the Borrower may not select any Interest Period (and consequently, no LIBOR Loans shall be made) if a Default or Event of Default shall have occurred and be continuing at the time of such current Interest PeriodNotice of Borrowing or Notice of Conversion/Continuation with respect to any Borrowing.

Interest Periods. At the time the Borrower gives any Notice of Borrowing in respect of the making of any Loan (in the case of the initial Interest Period applicable thereto) or prior to 11:00 a.m. (New York time) on the third fourth Business Day prior to the expiration of an Interest Period applicable to such Loan (in the case of any subsequent Interest Period) (provided that any such notice shall be deemed to be given on a certain day only if given before 10:00 AM (New York time)), it the Borrower shall have the right to elect, by giving having an Authorized Representative of the Borrower give the Administrative Agent notice thereof, the interest period (each an “Interest Period”) applicable to such Loan, which Interest Period shall, at the option of the Borrower, be a three one-, two-, three- or six-month or six month period (orperiod, solely in respect with additional periods available with the consent of the Revolving Credit Facility, a one month period) (or such other period as Administrative Agent and all the Lenders under such Tranche (it being understood, that (i) if the Borrower fails to select an Interest Period, then that Interest Period will be three months and (ii) during the one-month period preceding the Maturity Date, the Borrower, with the consent of the Administrative Agent, may agreeselect an Interest Period of less than one month so long as such Interest Period ends no later than the Maturity Date); provided that: (i) all Loans comprising a Borrowing shall at all times have the same Interest Period; (ii) subject to clause (iii) below, each the initial Interest Period for any Loan after the initial Interest Period with respect thereto shall commence on the date of Borrowing of such Loan and each Interest Period occurring thereafter in respect of such Loan shall commence on the day immediately following the day on which the immediately preceding Interest Period applicable thereto expires; (iii) if any Interest Period relating to for a Loan begins on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period, such Interest Period shall end on the last Business Day of such calendar month; (iv) if any Interest Period would otherwise expire on a day which is not a Business Day, such Interest Period shall expire on the first succeeding Business Day; provided, however, that if any Interest Period for a Loan would otherwise expire on a day which is not a Business Day but is a day of the month after which no further Business Day occurs in such month, such Interest Period shall expire on the immediately preceding Business Day; (v) no Interest Period longer than three months may be selected at any time when a Default or an Event of Default is then in existence; (vi) no Interest Period in respect of any Borrowing of Loans shall be selected which extends beyond the Maturity Date; (vi) any Interest Period commencing less than three months prior to the Maturity Date shall end on the Maturity Date;; and (vii) unless the Required Lenders otherwise agree, no Interest Period longer than three months may be selected at any time when a Default or Event selection of Default has occurred and is continuing; (viii) if, at any time, the Borrower shall select an Interest Period longer than three months, for any loan, interest shall be payable every three months and at the end of such interest period; (ix) no Interest Period shall be selected which extends beyond any date upon which a scheduled repayment of Loans will be required to be made under Section 4.02(a) if the aggregate principal amount of Loans which have Interest Periods which will expire after such date will be in excess of the aggregate principal amount of Loans then outstanding less the aggregate amount of such required repayment on such date; and (x) no more than 10 Interest Periods shall be outstanding at any time. If upon subject to the expiration provisions of any Interest Period applicable to a Borrowing of Loans, the Borrower has failed to elect a new Interest Period to be applicable to such Loans as provided above, the Borrower shall be deemed to have elected a three month Interest Period to be applicable to such Loans effective as of the expiration date of such current Interest PeriodSection 2.02.

Interest Periods. At In connection with each LIBOR Loan, Borrower may, pursuant to the time the Borrower gives any applicable Notice of Borrowing in respect or Notice of the making of any Loan (in Conversion/Continuation, as the case of the initial Interest Period applicable thereto) or on the third Business Day prior to the expiration of may be, select an Interest Period applicable to such Loan (in the case of any subsequent Interest Period) (provided that any such notice shall be deemed to be given on a certain day only if given before 10:00 AM (New York time)), it shall have the right to elect, by giving the Administrative Agent notice thereof, the interest period (each an “"Interest Period”") to be applicable to such Loan, which Interest Period shallshall be, at the option of the Borrower’s option, be either a one, two, three month or six month period (oror with respect to clause (vi) below only, solely in respect of the Revolving Credit Facility, a one month period) (or such other shorter period as all the Lenders may agreeacceptable to Administrative Agent); provided that: (i) all Loans comprising the initial Interest Period for any LIBOR Loan shall commence on the Funding Date in respect of such Loan, in the case of a Borrowing shall at all times have Loan initially made as a LIBOR Loan, or on the same Interest Perioddate specified in the applicable Notice of Conversion/Continuation, in the case of a Loan converted to a LIBOR Loan; (ii) subject in the case of immediately successive Interest Periods applicable to clause (iii) belowa LIBOR Loan continued as such pursuant to a Notice of Conversion/Continuation, each successive Interest Period for any Loan after the initial Interest Period with respect thereto shall commence on the day on which the immediately next preceding Interest Period applicable thereto expires; (iii) if any Interest Period relating to a Loan begins on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period, such Interest Period shall end on the last Business Day of such calendar month; (iv) if any an Interest Period would otherwise expire on a day which that is not a Business Day, such Interest Period shall expire on the first next succeeding Business Day; providedprovided that, however, that if any Interest Period for a Loan would otherwise expire on a day which that is not a Business Day but is a day of the month after which no further Business Day occurs in such month, such Interest Period shall expire on the immediately next preceding Business Day; (iv) any Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall, subject to clause (v) of this subsection 2.2B, end on the last Business Day of a calendar month; (v) no Interest Period in with respect to any portion of any Borrowing of the Term Loans shall be selected which extends extend beyond the Initial Term Loan Maturity Date, as the same may be extended in accordance with Section 2.4(A), and no Interest Period with respect to any portion of the Revolving Loans shall extend beyond the Revolving Loan Commitment Termination Date; (vi) any no Interest Period commencing less than three months prior with respect to any portion of any Term Loans shall extend beyond a date on which Borrower is required to make a scheduled payment of principal of such Term Loans unless the Maturity Date shall end sum of (a) the aggregate principal amount of such Term Loans that are Base Rate Loans plus (b) the aggregate principal amount of such Term Loans that are LIBOR Loans with Interest Periods expiring on or before such date equals or exceeds the Maturity Dateprincipal amount required to be paid on such Term Loans on such date; (vii) unless the Required Lenders otherwise agree, there shall be no more than fifteen (15) Interest Period longer than three months may be selected Periods outstanding at any time when a Default or Event of Default has occurred and is continuing;time; and (viii) if, at any time, the if Borrower shall select fails to specify an Interest Period longer than three months, for any loanLIBOR Loan in the applicable Notice of Borrowing or Notice of Conversion/Continuation, interest shall be payable every three months and at the end of such interest period; (ix) no Interest Period shall be selected which extends beyond any date upon which a scheduled repayment of Loans will be required to be made under Section 4.02(a) if the aggregate principal amount of Loans which have Interest Periods which will expire after such date will be in excess of the aggregate principal amount of Loans then outstanding less the aggregate amount of such required repayment on such date; and (x) no more than 10 Interest Periods shall be outstanding at any time. If upon the expiration of any Interest Period applicable to a Borrowing of Loans, the Borrower has failed to elect a new Interest Period to be applicable to such Loans as provided above, the Borrower shall be deemed to have elected a three month selected an Interest Period to be applicable to such Loans effective as of the expiration date of such current Interest Periodone month.

Interest Periods. At the time the Borrower Company gives any a Notice of Borrowing or Notice of Conversion in respect of the making of, or conversion into, a Borrowing of any Loan Eurodollar Loans (in the case of the initial Interest Period applicable thereto) or prior to 12:00 Noon (New York time) on the third Business Day prior to the expiration of an Interest Period applicable to such Loan (in the case a Borrowing of any subsequent Interest Period) (provided that any such notice shall be deemed to be given on a certain day only if given before 10:00 AM (New York time))Eurodollar Loans, it shall have the right to elect, elect by giving the Administrative Agent written notice thereof, (or telephonic notice promptly confirmed in writing) of the interest period (each an “Interest Period”) Period applicable to such LoanBorrowing, which Interest Period shall, at the option of the BorrowerCompany, be a three month or one, two, three, six month period (or, solely in respect if available to each of the Revolving Credit FacilityBanks (as determined by each such Bank in good faith based on prevailing conditions in the interbank Eurodollar market on any date of determination thereof), a one nine month period) (or such other period as all . Notwithstanding anything to the Lenders may agree); provided thatcontrary contained above: (i) all Loans comprising a Borrowing shall at all times have the same Interest Period; (ii) subject to clause (iii) below, each initial Interest Period for any Loan after Borrowing of Eurodollar Loans shall commence on the initial date of such Borrowing (including the date of any conversion from a Borrowing of Base Rate Loans) and each Interest Period with occurring thereafter in respect thereto of such Borrowing shall commence on the day on which the immediately next preceding Interest Period applicable thereto expires; (iiiii) if any Interest Period relating to a Loan begins on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period, such Interest Period shall end on the last Business Day of such calendar month; (iviii) if any Interest Period would otherwise expire on a day which is not a Business Day, such Interest Period shall expire on the first next succeeding Business Day; provided, however, provided that if any Interest Period for a Loan would otherwise expire on a day which is not a Business Day but is a day of the month after which no further Business Day occurs in such month, such Interest Period shall expire on the immediately next preceding Business Day; (iv) no Interest Period shall extend beyond the Final Maturity Date; and (v) no Interest Period in respect of any Borrowing of Loans shall be selected which extends beyond the Maturity Date; (vi) any Interest Period commencing less than three months prior to the Maturity Date shall end on the Maturity Date; (vii) unless the Required Lenders otherwise agree, no Interest Period longer than three months may be selected elected at any time when a Default or Event of Default has occurred is then in existence and is continuing; (viii) if, at any time, the Borrower shall select Administrative Agent and/or the Required Banks have notified the Company that such an Interest Period longer than three months, for any loan, interest shall election will not be payable every three months and at the end of such interest period; (ix) no Interest Period shall be selected which extends beyond any date upon which permitted as a scheduled repayment of Loans will be required to be made under Section 4.02(a) if the aggregate principal amount of Loans which have Interest Periods which will expire after such date will be in excess of the aggregate principal amount of Loans then outstanding less the aggregate amount of such required repayment on such date; and (x) no more than 10 Interest Periods shall be outstanding at any timeresult thereof. If upon the expiration of any Interest Period applicable to a Borrowing of LoansPeriod, the Borrower Company has failed to elect a new Interest Period to be applicable to such the respective Borrowing of Eurodollar Loans as provided above, or a Default or an Event of Default then exists and the Borrower Administrative Agent and/or the Required Banks have given the notice referred to in clause (v) above, the Company shall be deemed to have elected to convert such Borrowing into a three month Interest Period to be applicable to such Borrowing of Base Rate Loans effective as of the expiration date of such current Interest Period.

Interest Periods. (a) At the time the Borrower Company (on behalf of all applicable Borrowers) gives any a Notice of Borrowing or Notice of Conversion in respect of the making of, or conversion into, a Borrowing of any Loan Eurodollar Loans (in the case of the initial Interest Period applicable thereto) or prior to 11:00 A.M. (local time at the applicable Notice Office) on the third Business Day prior to the expiration of an Interest Period applicable to such Loan a Borrowing of Eurodollar Loans, the Company (on behalf of all applicable Borrowers) shall have the right to elect by giving the Administrative Agent written or telephonic notice (in the case of any subsequent Interest Period) (provided that any such notice shall be deemed to be given on a certain day only telephonic notice, promptly confirmed in writing if given before 10:00 AM (New York time)), it shall have the right to elect, so requested by giving the Administrative Agent notice thereof, Agent) of the interest period (each an “Interest Period”) Period applicable to such LoanBorrowing, which Interest Period shall, at the option of the BorrowerCompany (on behalf of all applicable Borrowers), be a one, two, three month or six month period (or, solely in respect of period. Notwithstanding anything to the Revolving Credit Facility, a one month period) (or such other period as all the Lenders may agree); provided thatcontrary contained above: (i) all Eurodollar Loans comprising made by all Borrowers pursuant to a Borrowing shall at all times have under the same Facility shall have a single Interest PeriodPeriod (it being understood that, subject to the limitation of section 2.1(d) hereof on the maximum number of Borrowings of Eurodollar Loans which may be outstanding hereunder, there may be more than one Borrowing by one or more Borrowers under the same Facility which consist of Eurodollar Loans); (ii) subject to clause (iii) below, each the initial Interest Period for any Loan after Borrowing of Eurodollar Loans shall commence on the initial date of such Borrowing (including the date of any conversion from a Borrowing of Prime Rate Loans) and each Interest Period with occurring thereafter in respect thereto of such Borrowing shall commence on the day on which the immediately next preceding Interest Period applicable thereto expires; (iii) if any Interest Period relating to a Loan begins on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period, such Interest Period shall end on the last Business Day of such calendar month; (iv) if any Interest Period would otherwise expire on a day which is not a Business Day, such Interest Period shall expire on the first next succeeding Business Day; provided, however, PROVIDED that if any Interest Period for a Loan would otherwise expire on a day which is not a Business Day but is a day of the month after which no further Business Day occurs in such month, such Interest Period shall expire on the immediately next preceding Business Day; (v) no Interest Period in respect of for any Borrowing of Loans shall Loan may be selected which extends beyond would end after the Maturity Date;maturity date for such Loan as provided in section 2.7; and (vi) any Interest Period commencing less than three months prior to the Maturity Date shall end on the Maturity Date; (vii) unless the Required Lenders otherwise agree, no Interest Period longer than three months may be selected elected at any time when a Default under section 10.1(a) or an Event of Default has occurred and is continuing;then in existence unless the Required Tranche A Lenders, in the case of Tranche A Loans, or the Required Tranche B Lenders, in the case of Tranche B Loans, otherwise agree. (viiib) if, at any time, If in accordance with the Borrower shall select an Interest Period longer than three months, for any loan, interest shall be payable every three months and at above provisions the end of such interest period; Company (ix) no Interest Period shall be selected which extends beyond any date upon which a scheduled repayment of Loans will be required to be made under Section 4.02(a) if the aggregate principal amount of Loans which have Interest Periods which will expire after such date will be in excess of the aggregate principal amount of Loans then outstanding less the aggregate amount of such required repayment on such date; and (x) no more than 10 Interest Periods shall be outstanding at any time. If upon the expiration behalf of any Interest Period applicable to a Borrowing of Loans, the Borrower has failed Borrower) is entitled to elect a new Interest Period to be applicable to such the respective Borrowing of Eurodollar Loans, but fails to do so in a timely manner as provided above, the Company (on behalf of the applicable Borrower) shall be deemed to have elected an Interest Period of one month. (c) If upon the expiration of any Interest Period the Company (on behalf of any applicable Borrower) is not entitled to elect a new Interest Period to be applicable to the respective Borrowing of Eurodollar Loans as provided above, the Borrower Company (on behalf of the applicable Borrower) shall be deemed to have elected a three month Interest Period to be applicable convert such Borrowing to such Prime Rate Loans effective as of the expiration date of such current Interest Period.

Interest Periods. At the time the Borrower gives any Notice of Borrowing or Notice of Conversion/Continuation in respect of the making of of, or conversion into, any Eurodollar Rate Loan (in the case of the initial Interest Period applicable thereto) or prior to 12:00 Noon (New York time) on the third Business Day prior to the expiration of an Interest Period applicable to such Eurodollar Rate Loan (in the case of any subsequent Interest Period) (provided that any such notice shall be deemed to be given on a certain day only if given before 10:00 AM (New York time)), it the Borrower shall have the right to elect, by giving the Administrative Agent notice thereof, the a one, two or three month interest period or, if consented to by the Administrative Agent and otherwise available to all of the Lenders, a period of less than one month (each an “"Interest Period”") applicable to such Eurodollar Rate Loan, which Interest Period shall, at the option of the Borrower, be a three month or six month period (or, solely in respect of the Revolving Credit Facility, a one month period) (or such other period as all the Lenders may agree); provided that: (i) all Eurodollar Rate Loans comprising a single Borrowing shall at all times have the same Interest Period; (ii) subject to clause (iii) below, each the initial Interest Period for any Loan after Borrowing of Eurodollar Rate Loans shall commence on the initial date of such Borrowing (including the date of any conversion thereto from a Base Rate Loan) and each Interest Period with occurring thereafter in respect thereto of such Eurodollar Rate Loans shall commence on the day on which the immediately next preceding Interest Period applicable thereto expires; (iii) if any Interest Period relating to for a Eurodollar Rate Loan begins on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period, such Interest Period shall end on the last Business Day of such calendar month; (iv) if any Interest Period for a Eurodollar Rate Loan would otherwise expire on a day which is not a Business Day, such Interest Period shall expire on the first next succeeding Business Day; provided, however, that if any Interest Period for a Eurodollar Rate Loan would otherwise expire on a day which is not a Business Day but is a day of the month after which no further Business Day occurs in such month, such Interest Period shall expire on the immediately next preceding Business Day; (v) unless the Required Lenders otherwise specifically agree, no Interest Period may be selected at any time when a Specified Default or an Event of Default is then in existence; and (vi) no Interest Period in respect of any Borrowing of Eurodollar Rate Loans shall be selected which extends beyond the Maturity Date; . If by 12:00 Noon (viNew York time) any Interest Period commencing less than three months prior to the Maturity Date shall end on the Maturity Date; (vii) unless the Required Lenders otherwise agree, no Interest Period longer than three months may be selected at any time when a Default or Event of Default has occurred and is continuing; (viii) if, at any time, the Borrower shall select an Interest Period longer than three months, for any loan, interest shall be payable every three months and at the end of such interest period; (ix) no Interest Period shall be selected which extends beyond any date upon which a scheduled repayment of Loans will be required to be made under Section 4.02(a) if the aggregate principal amount of Loans which have Interest Periods which will expire after such date will be in excess of the aggregate principal amount of Loans then outstanding less the aggregate amount of such required repayment on such date; and (x) no more than 10 Interest Periods shall be outstanding at any time. If upon third Business Day preceding the expiration of any Interest Period applicable to a Borrowing of Eurodollar Rate Loans, (x) the Borrower has failed to elect a new Interest Period to be applicable to such Eurodollar Rate Loans as provided above, the Borrower shall be deemed to have elected to continue such Eurodollar Rate Loans as a three month new Borrowing of Eurodollar Rate Loans having an Interest Period of one month, or (y) the Borrower is not permitted to elect a new Interest Period to be applicable to such Eurodollar Rate Loans as provided above, the Borrower shall be deemed to have elected to convert such Eurodollar Rate Loans into Base Rate Loans. Each deemed election under this paragraph shall be effective as of the expiration date of such current Interest Period.

Interest Periods. At the time the Borrower gives any Notice of Borrowing in respect of the making of any Loan (in the case of the initial Interest Period applicable thereto) or on the third Business Day prior to the expiration of an Interest Period applicable to such Loan (in the case of any subsequent Interest Period) (provided that any such notice shall be deemed to be given on a certain day only if given before 10:00 AM (New York time)), it shall have the right to elect, by giving the Administrative Agent notice thereof, the interest period (each an “Interest Period”) applicable to such Loan, which Interest Period shall, at the option of the Borrower, be a three month or six month period (or, solely in respect of the Revolving Credit Facility, a one month period) (or such other period as all the Lenders may agree); provided that: (i) all Eurodollar Loans comprising a Borrowing shall at all times have the same Interest Period; (ii) subject to clause (iii) below, each the initial Interest Period for any Eurodollar Loan after shall commence on the initial date of Borrowing of such Eurodollar Loan (including the date of any conversion thereto from a Loan of a different Type) and each Interest Period with occurring thereafter in respect thereto of such Eurodollar Loan shall commence on the day on which the immediately next preceding Interest Period applicable thereto expires; (iii) if any Interest Period relating to a Eurodollar Loan begins on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period, such Interest Period shall end on the last Business Day of such calendar month; (iv) if any Interest Period would otherwise expire on a day which is not a Business Day, such Interest Period shall expire on the first next succeeding Business Day; provided, however, that if any Interest Period for -------- ------- a Eurodollar Loan would otherwise expire on a day which is not a Business Day but is a day of the month after which no further Business Day occurs in such month, such Interest Period shall expire on the immediately next preceding Business Day; (v) no Interest Period in respect of any Borrowing of Loans shall be selected which extends beyond the Maturity Date; (vi) any Interest Period commencing less than three months prior to the Maturity Date shall end on the Maturity Date; (vii) unless the Required Lenders otherwise agree, no Interest Period longer than three months may be selected at any time when a Default or an Event of Default has occurred and is continuingthen in existence; (viii) if, at any time, the Borrower shall select an Interest Period longer than three months, for any loan, interest shall be payable every three months and at the end of such interest period; (ixvi) no Interest Period in respect of any Borrowing of any Tranche of Loans shall be selected which extends beyond the respective Maturity Date for such Tranche of Loans; and (vii) no Interest Period in respect of any Borrowing of Tranche B Term Loans, Tranche C Term Loans or Tranche D Term Loans, as the case may be, shall be selected which extends beyond any date upon which a scheduled mandatory repayment of such Tranche of Term Loans will be required to be made under Section 4.02(a4.02(b) if the aggregate principal amount of Tranche B Term Loans, Tranche C Term Loans or Tranche D Term Loans, as the case may be, which have Interest Periods which will expire after such date will be in excess of the aggregate principal amount of Tranche B Term Loans, Tranche C Term Loans or Tranche D Term Loans, as the case may be, then outstanding less the aggregate amount of such required repayment on such date; and (x) no more than 10 Interest Periods shall be outstanding at any timeprepayment. If upon the expiration of any Interest Period applicable to a Borrowing of Eurodollar Loans, the Borrower has failed to elect elect, or is not permitted to elect, a new Interest Period to be applicable to such Eurodollar Loans as provided above, the Borrower shall be deemed to have elected a three month Interest Period to be applicable to convert such Eurodollar Loans into Base Rate Loans effective as of the expiration date of such current Interest Period.

Interest Periods. At the time the Borrower gives any the Notice of Borrowing in respect of the making of any Loan the Loans (in the case of the initial Interest Period applicable thereto) or on the third Business Day prior to the expiration of an Interest Period applicable to such Loan (in the case of any subsequent Interest Period) (provided that any such notice shall be deemed to be given on a certain day only if given before 10:00 AM (New York time)), it shall have the right to elect, by giving the Administrative Agent notice thereof, the interest period (each an “Interest Period”) applicable to such Loan, which Interest Period shall, at the option of the Borrower, be a one (or, with the consent of the Required Lenders, less than one) month, three month or six month period (or, solely in respect of the Revolving Credit Facility, a one month period) (or such other period as all the Lenders may agree); provided that: (i) all Loans comprising a Borrowing shall at all times have the same Interest Period; (ii) subject to clause (iii) below, each Interest Period for any Loan after the initial Interest Period with respect thereto shall commence on the day on which the immediately preceding Interest Period applicable thereto expires; (iii) if any Interest Period relating to a Loan begins on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period, such Interest Period shall end on the last Business Day of such calendar month; (iv) if any Interest Period would otherwise expire on a day which is not a Business Day, such Interest Period shall expire on the first succeeding Business Day; provided, however, that if any Interest Period for a Loan would otherwise expire on a day which is not a Business Day but is a day of the month after which no further Business Day occurs in such month, such Interest Period shall expire on the immediately preceding Business Day; (v) no Interest Period in respect of any Borrowing of Loans shall be selected which extends beyond the Maturity Date; (vi) any Interest Period commencing less than three months one month prior to the Maturity Date shall end on the Maturity Date; (vii) unless the Required Lenders otherwise agree, no Interest Period longer than three months may be selected at any time when a Default or Event of Default has occurred and is continuing; (viii) if, at any time, the Borrower shall select an Interest Period longer of less than three months, one month for any loanLoan, interest then the Eurodollar Rate applicable to such Loan for such Interest Period shall be payable every three months and based on (x) the Screen Rate at such time, if available, or (y) if the end of Screen Rate is not then available, the rate supplied by the Reference Banks to the Administrative Agent to determine the Eurodollar Rate for such interest periodInterest Period; (ix) no Interest Period shall be selected which extends beyond any date upon which a scheduled repayment of Loans will be required to be made under Section 4.02(a) if the aggregate principal amount of Loans which have Interest Periods which will expire after such date will be in excess of the aggregate principal amount of Loans then outstanding less the aggregate amount of such required repayment on such date; and (x) no more than 10 3 Interest Periods shall be outstanding at any time. If upon the expiration of any Interest Period applicable to a Borrowing of Loans, the Borrower has failed to elect a new Interest Period to be applicable to such Loans as provided above, the Borrower shall be deemed to have elected a three month Interest Period to be applicable to such Loans effective as of the expiration date of such current Interest Period.

Interest Periods. At the time the Borrower it gives any Notice of Borrowing or Notice of Conversion in respect of the making of, or conversion into, a Borrowing of any Loan Eurodollar Loans (in the case of the initial Interest Period applicable thereto) or on the third Business Day prior to the expiration of an Interest Period applicable to such Loan Borrowing of Eurodollar Loans (in the case of any subsequent Interest Period) (provided that any such notice shall be deemed to be given on a certain day only if given before 10:00 AM (New York time)), it the Borrower shall have the right to elect, by giving the Administrative Agent notice thereof, the interest period (each an “Interest Period”) applicable to such Loan, which Interest Period shall, at the option of the Borrower, be a three month or six month period (or, solely in respect of the Revolving Credit Facility, a one month period) (or such other period as all the Lenders may agree); provided that:the (i) all Eurodollar Loans comprising a Borrowing shall at all times have the same Interest Period; (ii) subject to clause (iii) below, each the initial Interest Period for any Loan after Borrowing of Eurodollar Loans shall commence on the initial date of such Borrowing (including the date of any conversion thereto from a Borrowing of Base Rate Loans) and each Interest Period with occurring thereafter in respect thereto of such Borrowing shall commence on the day on which the immediately next preceding Interest Period applicable thereto expires; (iii) if any Interest Period relating to a Loan Borrowing of Eurodollar Loans begins on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period, such Interest Period shall end on the last Business Day of such calendar month; (iv) if any Interest Period would otherwise expire on a day which is not a Business Day, such Interest Period shall expire on the first next succeeding Business Day; , provided, however, that if any Interest Period for a Loan Borrowing of Eurodollar Loans would otherwise expire on a day which is not a Business Day but is a day of the month after which no further Business Day occurs in such month, such Interest Period shall expire on the immediately next preceding Business Day; (v) no Interest Period in respect of any Borrowing of Loans shall be selected which extends beyond the Maturity Date; (vi) any Interest Period commencing less than three months prior to the Maturity Date shall end on the Maturity Date; (vii) unless the Required Lenders otherwise agreeagree in writing, no Interest Period longer than three months may be selected at any time when a Default or Event of Default has occurred and is continuingthen in existence; (viii) if, at any time, the Borrower shall select an Interest Period longer than three months, for any loan, interest shall be payable every three months and at the end of such interest period; (ixvi) no Interest Period in respect of any Borrowing of any Tranche of Loans shall be selected which extends beyond the respective Maturity Date for such Tranche of Loans; and (vii) no Interest Period in respect of any Borrowing of Tranche A Term Loans or Tranche B Term Loans, as the case may be, shall be selected which extends beyond any date upon which a scheduled mandatory repayment of such Tranche of Term Loans will be required to be made under Section 4.02(a4.02(b) if or (c), as the case may be, if, after giving effect to the election of such Interest Period, the aggregate principal amount of Tranche A Term Loans or Tranche B Term Loans, as the case may be, which have Interest Periods which will expire after such date will be in excess of the aggregate principal amount of Tranche A Term Loans or Tranche B Term Loans, as the case may be, then outstanding less the aggregate amount of such required repayment on such date; and (x) no more than 10 Interest Periods shall be outstanding at any timeprepayment. If upon the expiration of any Interest Period applicable to a Borrowing of Eurodollar Loans, the Borrower has failed to elect elect, or is not permitted to elect, a new Interest Period to be applicable to such Eurodollar Loans as provided above, the Borrower shall be deemed to have elected a three month Interest Period to be applicable to convert such Eurodollar Loans into Base Rate Loans effective as of the expiration date of such current Interest Period.

Interest Periods. At Concurrently with the time the Borrower gives any giving of a Notice of Borrowing or Notice of Conversion/Continuation in respect of the making any Borrowing (whether in respect of any Loan (in the case Term Loans or Revolving Loans) comprised of the initial Interest Period applicable thereto) or on the third Business Day prior to the expiration of an Interest Period applicable to such Loan (in the case of any subsequent Interest Period) (provided that any such notice shall be deemed Base Rate Loans to be given on a certain day only if given before 10:00 AM (New York time))converted into, it or LIBOR Loans to be continued as, LIBOR Loans, the Borrower shall have the right to elect, by giving the Administrative Agent notice thereofpursuant to such notice, the interest period (each each, an “Interest Period”) to be applicable to such LoanLIBOR Loans, which Interest Period shall, at the option of the Borrower, be a three month one, two, three, six or six month period (or, solely in respect if agreed to by all of the Revolving Credit Facility, a one Lenders) nine-month period) (or such other period as all the Lenders may agree); provided provided, however, that: (i) all LIBOR Loans comprising a single Borrowing shall at all times have the same Interest Period; (ii) subject to clause (iii) below, each the initial Interest Period for any LIBOR Loan after shall commence on the initial date of the Borrowing of such LIBOR Loan (including the date of any continuation of, or conversion into, such LIBOR Loan), and each successive Interest Period with respect thereto applicable to such LIBOR Loan shall commence on the day on which the immediately next preceding Interest Period applicable thereto expires; (iii) LIBOR Loans may not be outstanding under more than eight (8) separate Interest Periods at any one time (for which purpose Interest Periods shall be deemed to be separate even if they are coterminous); (iv) if any Interest Period relating otherwise would expire on a day that is not a Business Day, such Interest Period shall expire on the next succeeding Business Day unless such next succeeding Business Day falls in another calendar month, in which case such Interest Period shall expire on the next preceding Business Day; (v) no Interest Period may be selected with respect to the Term Loans that would end after a scheduled date for repayment of principal of the Term Loans occurring on or after the first day of such Interest Period unless, immediately after giving effect to such selection, the aggregate principal amount of Term Loans that are Base Rate Loans or that have Interest Periods expiring on or before such principal repayment date equals or exceeds the principal amount required to be paid on such principal repayment date; (vi) the Borrower may not select any Interest Period that expires (y) after the Term Loan Maturity Date, with respect to Term Loans that are to be maintained as LIBOR Loans, or (z) after the Revolving Credit Maturity Date, with respect to Revolving Loans that are to be maintained as LIBOR Loans; (vii) if any Interest Period begins on a day for which there is no numerically corresponding day in the calendar month at the end of during which such Interest PeriodPeriod would otherwise expire, such Interest Period shall end expire on the last Business Day of such calendar month;; and (ivviii) if the Borrower may not select any Interest Period would otherwise expire on a day which is not a Business Day(and consequently, such Interest Period shall expire on the first succeeding Business Day; provided, however, that if any Interest Period for a Loan would otherwise expire on a day which is not a Business Day but is a day of the month after which no further Business Day occurs in such month, such Interest Period shall expire on the immediately preceding Business Day; (v) no Interest Period in respect of any Borrowing of LIBOR Loans shall be selected which extends beyond the Maturity Date; (vimade) any Interest Period commencing less than three months prior to the Maturity Date shall end on the Maturity Date; (vii) unless the Required Lenders otherwise agree, no Interest Period longer than three months may be selected at any time when if a Default or Event of Default has shall have occurred and is continuing; (viii) if, at any time, the Borrower shall select an Interest Period longer than three months, for any loan, interest shall be payable every three months and continuing at the end time of such interest period; (ix) no Interest Period shall be selected which extends beyond Notice of Borrowing or Notice of Conversion/Continuation with respect to any date upon which a scheduled repayment of Loans will be required to be made under Section 4.02(a) if the aggregate principal amount of Loans which have Interest Periods which will expire after such date will be in excess of the aggregate principal amount of Loans then outstanding less the aggregate amount of such required repayment on such date; and (x) no more than 10 Interest Periods shall be outstanding at any time. If upon the expiration of any Interest Period applicable to a Borrowing of Loans, the Borrower has failed to elect a new Interest Period to be applicable to such Loans as provided above, the Borrower shall be deemed to have elected a three month Interest Period to be applicable to such Loans effective as of the expiration date of such current Interest PeriodBorrowing.

Interest Periods. At the time the Borrower gives any Notice of Borrowing or Notice of Conversion/Continuation in respect of the making of of, or conversion into, any Eurodollar Rate Loan (in the case of the initial Interest Period applicable thereto) or prior to 12:00 Noon (New York time) on the third Business Day prior to the expiration of an Interest Period applicable to such Eurodollar Rate Loan (in the case of any subsequent Interest Period) (provided that any such notice shall be deemed to be given on a certain day only if given before 10:00 AM (New York time)), it the Borrower shall have the right to elect, by giving the Administrative Agent notice thereof, the a one, two or three month interest period or, if consented to by the Administrative Agent and otherwise available to all of the Lenders, a period of less than one month (each an “Interest Period”) applicable to such Eurodollar Rate Loan, which Interest Period shall, at the option of the Borrower, be a three month or six month period (or, solely in respect of the Revolving Credit Facility, a one month period) (or such other period as all the Lenders may agree); provided that: (i) all Eurodollar Rate Loans comprising a single Borrowing shall at all times have the same Interest Period; (ii) subject to clause (iii) below, each the initial Interest Period for any Loan after Borrowing of Eurodollar Rate Loans shall commence on the initial date of such Borrowing (including the date of any conversion thereto from a Base Rate Loan) and each Interest Period with occurring thereafter in respect thereto of such Eurodollar Rate Loans shall commence on the day on which the immediately next preceding Interest Period applicable thereto expires; (iii) if any Interest Period relating to for a Eurodollar Rate Loan begins on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period, such Interest Period shall end on the last Business Day of such calendar month; (iv) if any Interest Period for a Eurodollar Rate Loan would otherwise expire on a day which is not a Business Day, such Interest Period shall expire on the first next succeeding Business Day; provided, however, that if any Interest Period for a Eurodollar Rate Loan would otherwise expire on a day which is not a Business Day but is a day of the month after which no further Business Day occurs in such month, such Interest Period shall expire on the immediately next preceding Business Day; (v) unless the Required Lenders otherwise specifically agree, no Interest Period may be selected at any time when a Specified Default or an Event of Default is then in existence; and (vi) no Interest Period in respect of any Borrowing of Eurodollar Rate Loans shall be selected which extends beyond the Maturity Date; . If by 12:00 Noon (viNew York time) any Interest Period commencing less than three months prior to the Maturity Date shall end on the Maturity Date; (vii) unless the Required Lenders otherwise agree, no Interest Period longer than three months may be selected at any time when a Default or Event of Default has occurred and is continuing; (viii) if, at any time, the Borrower shall select an Interest Period longer than three months, for any loan, interest shall be payable every three months and at the end of such interest period; (ix) no Interest Period shall be selected which extends beyond any date upon which a scheduled repayment of Loans will be required to be made under Section 4.02(a) if the aggregate principal amount of Loans which have Interest Periods which will expire after such date will be in excess of the aggregate principal amount of Loans then outstanding less the aggregate amount of such required repayment on such date; and (x) no more than 10 Interest Periods shall be outstanding at any time. If upon third Business Day preceding the expiration of any Interest Period applicable to a Borrowing of Eurodollar Rate Loans, (x) the Borrower has failed to elect a new Interest Period to be applicable to such Eurodollar Rate Loans as provided above, the Borrower shall be deemed to have elected to continue such Eurodollar Rate Loans as a three month new Borrowing of Eurodollar Rate Loans having an Interest Period of one month, or (y) the Borrower is not permitted to elect a new Interest Period to be applicable to such Eurodollar Rate Loans as provided above, the Borrower shall be deemed to have elected to convert such Eurodollar Rate Loans into Base Rate Loans. Each deemed election under this paragraph shall be effective as of the expiration date of such current Interest Period.

Interest Periods. At the time the a Borrower gives any a Notice of Borrowing or Notice of Conversion in respect of the making of, or conversion into, a Borrowing of any Loan Eurodollar Loans (in the case of the initial Interest Period applicable thereto) or prior to 10:00 A.M. (New York time) on the third second Business Day prior to the expiration of an Interest Period applicable to a Borrowing of Eurodollar Loans, such Loan (in the case of any subsequent Interest Period) (provided that any such notice shall be deemed to be given on a certain day only if given before 10:00 AM (New York time)), it Borrower shall have the right to elect, elect by giving the Administrative Agent written notice thereof, (or telephonic notice promptly confirmed in writing) of the interest period (each an “Interest Period”) Period applicable to such LoanBorrowing, which Interest Period shall, at the option of such Borrower (but otherwise subject to clause (y) of the Borrowerproviso to Section 1.01(a)(ii)), be a one, two, three month or six month period (or, solely in respect of period. Notwithstanding anything to the Revolving Credit Facility, a one month period) (or such other period as all the Lenders may agree); provided thatcontrary contained above: (i) all Eurodollar Loans comprising a Borrowing single Bor- rowing shall at all times have the same Interest Period; (ii) subject to clause (iii) below, each the initial Interest Period for any Loan after Borrowing of Eurodollar Loans shall commence on the initial date of such Borrowing (including the date of any conversion from a Borrowing of Base Rate Loans) and each Interest Period with occurring thereafter in respect thereto of such Borrowing shall commence on the day on which the immediately next preceding Interest Period applicable thereto expires; (iii) if any Interest Period relating to a Loan begins on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period, such Interest Period shall end on the last Business Day of such calendar month; (iv) if any Interest Period would otherwise expire on a day which is not a Business Day, such Interest Period shall expire on the first next succeeding Business Day; provided, however, provided that if any Interest Period for a Loan would otherwise expire on a day which is not a Business Day but is a day of the month after which no further Business Day occurs in such month, such Interest Period shall expire on the immediately next preceding Business Day; (v) no Interest Period in respect of any Borrowing of Loans shall be selected elected which extends beyond the Final Maturity Date; (vi) any Interest Period commencing less than three months prior to the Maturity Date shall end on the Maturity Date; (vii) unless the Required Lenders otherwise agree, no Interest Period longer than three months may be selected elected at any time when a payment Default or any Event of Default has occurred and is continuing;then in existence; provided, however, that at any time when a non-payment Default is in existence, only a one-month Interest Period may be elected; and (viii) if, at any time, the Borrower shall select an Interest Period longer than three months, for any loan, interest shall be payable every three months and at the end of such interest period; (ixvii) no Interest Period in respect of any Borrowing of Eurodollar Loans shall be selected elected which extends beyond any date upon which a scheduled repayment mandatory prepayment of Revolving Loans will be is required to be made under Section 4.02(a) if ), as a result of reductions to the Total Revolving Loan Commitment pursuant to Section 3.03(b), unless the aggregate principal amount of Revolving Loans which are maintained as Base Rate Loans or which have Interest Periods which will expire after on or before such date will be in excess of the aggregate principal amount of Loans then outstanding less the aggregate amount of sufficient to make such required repayment on such date; and (x) no more than 10 Interest Periods shall be outstanding at any timepayment. If If, upon the expiration of any Interest Period applicable to a Borrowing of Eurodollar Loans, the Borrower has Borrowers have failed to elect, or are not permitted to elect by virtue of the application of clause (vi) above, a new Interest Period to be applicable to such the respective Borrowing of Eurodollar Loans as provided above, the Borrower Borrowers shall be deemed to have elected to convert such Borrowing into a three month Interest Period to be applicable to such Borrowing of Base Rate Loans effective as of the expiration date of such current Interest Period.

Interest Periods. At Concurrently with the time the Borrower gives any giving of a Notice of ---------------- Borrowing or Notice of Conversion/Continuation in respect of any Borrowing comprised of LIBOR Loans, the making of any Loan (in the case of the initial Interest Period applicable thereto) or on the third Business Day prior to the expiration of an Interest Period applicable to such Loan (in the case of any subsequent Interest Period) (provided that any such notice shall be deemed to be given on a certain day only if given before 10:00 AM (New York time)), it Borrower shall have the right to elect, by giving the Administrative Agent notice thereofpursuant to such notice, the interest period (each each, an “"Interest Period”") to be applicable to such LoanLIBOR Loans, which Interest Period shall, at the option of the Borrower, be a three month one, two or six month period (or, solely in respect of the Revolving Credit Facility, a one three-month period) (or such other period as all the Lenders may agree); provided provided, however, that:: -------- ------- (i) all LIBOR Loans comprising a single Borrowing shall at all times have the same Interest Period; (ii) subject to clause (iii) below, each the initial Interest Period for any LIBOR Loan after shall commence on the initial date of the Borrowing of such LIBOR Loan (including the date of any continuation of, or conversion into, such LIBOR Loan), and each successive Interest Period with respect thereto applicable to such LIBOR Loan shall commence on the day on which the immediately next preceding Interest Period applicable thereto expires; (iii) LIBOR Loans may not be outstanding under more than five (5) separate Interest Periods at any one time (for which purpose Interest Periods shall be deemed to be separate even if they are coterminous); (iv) if any Interest Period relating otherwise would expire on a day that is not a Business Day, such Interest Period shall expire on the next succeeding Business Day unless such next succeeding Business Day falls in another calendar month, in which case such Interest Period shall expire on the next preceding Business Day; (v) the Borrower may not select any Interest Period (y) with respect to a Loan Facility A Loans that are to be maintained as LIBOR Loans, that expires after the Facility A Maturity Date, or (z) with respect to Facility B Loans that are to be maintained as LIBOR Loans, that begins prior to the Amendment Effective Date or that expires after the Facility B Maturity Date; (vi) if any Interest Period begins on a day for which there is no numerically corresponding day in the calendar month at the end of during which such Interest PeriodPeriod would otherwise expire, such Interest Period shall end expire on the last Business Day of such calendar month; (iv) if any Interest Period would otherwise expire on a day which is not a Business Day, such Interest Period shall expire on the first succeeding Business Day; provided, however, that if any Interest Period for a Loan would otherwise expire on a day which is not a Business Day but is a day of the month after which no further Business Day occurs in such month, such Interest Period shall expire on the immediately preceding Business Day; (v) no Interest Period in respect of any Borrowing of Loans shall be selected which extends beyond the Maturity Date; (vi) any Interest Period commencing less than three months prior to the Maturity Date shall end on the Maturity Date;and (vii) unless the Required Lenders otherwise agree, no Interest Period longer than three months may be selected at any time when a Default or Event of Default has occurred and is continuing; (viii) if, at any time, the Borrower shall select an Interest Period longer than three months, for any loan, interest shall be payable every three months and at the end of such interest period; (ix) no Interest Period shall be selected which extends beyond any date upon which a scheduled repayment of Loans will be required to be made under Section 4.02(a) if the aggregate principal amount of Loans which have Interest Periods which will expire after such date will be in excess of the aggregate principal amount of Loans then outstanding less the aggregate amount of such required repayment on such date; and (x) no more than 10 Interest Periods shall be outstanding at any time. If upon the expiration of any Interest Period applicable to a Borrowing of LIBOR Loans, the Borrower has shall have failed to elect a new Interest Period to be applicable to such Loans as provided aboveLIBOR Loans, then the Borrower shall be deemed to have elected a three month Interest Period to be applicable to convert such LIBOR Loans effective into Base Rate Loans as of the expiration date of such the then current Interest PeriodPeriod applicable thereto.

Interest Periods. At Concurrently with the time the Borrower gives any giving of a Notice of Borrowing or Notice of Conversion/Continuation in respect of the making any Borrowing (whether in respect of any Loan (in the case Term Loans or Revolving Loans) comprised of the initial Interest Period applicable thereto) or on the third Business Day prior to the expiration of an Interest Period applicable to such Loan (in the case of any subsequent Interest Period) (provided that any such notice shall be deemed Base Rate Loans to be given on a certain day only if given before 10:00 AM (New York time))converted into, it or LIBOR Loans to be continued as, LIBOR Loans, the Borrower shall have the right to elect, by giving the Administrative Agent notice thereofpursuant to such notice, the interest period (each each, an “Interest Period”) to be applicable to such LoanLIBOR Loans, which Interest Period shall, at the option of the Borrower, be a three month one, two, three, six or six month period (or, solely in respect if agreed to by all of the Revolving Credit Facility, a one Lenders) nine-month period) (or such other period as all the Lenders may agree); provided provided, however, that: (i) all LIBOR Loans comprising a single Borrowing shall at all times have the same Interest Period; (ii) subject to clause (iii) below, each the initial Interest Period for any LIBOR Loan after shall commence on the initial date of the Borrowing of such LIBOR Loan (including the date of any continuation of, or conversion into, such LIBOR Loan), and each successive Interest Period with respect thereto applicable to such LIBOR Loan shall commence on the day on which the immediately next preceding Interest Period applicable thereto expires; (iii) LIBOR Loans may not be outstanding under more than eight (8) separate Interest Periods at any one time (for which purpose Interest Periods shall be deemed to be separate even if they are coterminous); (iv) if any Interest Period relating otherwise would expire on a day that is not a Business Day, such Interest Period shall expire on the next succeeding Business Day unless such next succeeding Business Day falls in another calendar month, in which case such Interest Period shall expire on the next preceding Business Day; (v) no Interest Period may be selected with respect to the Tranche A Term Loans that would end after a Loan scheduled date for repayment of principal of the Tranche A Term Loans occurring on or after the first day of such Interest Period unless, immediately after giving effect to such selection, the aggregate principal amount of Tranche A Term Loans that are Base Rate Loans or that have Interest Periods expiring on or before such principal repayment date equals or exceeds the principal amount required to be paid on such principal repayment date; (vi) no Interest Period may be selected with respect to the Tranche B Term Loans that would end after a scheduled date for repayment of principal of the Tranche B Term Loans occurring on or after the first day of such Interest Period unless, immediately after giving effect to such selection, the aggregate principal amount of Tranche B Term Loans that are Base Rate Loans or that have Interest Periods expiring on or before such principal repayment date equals or exceeds the principal amount required to be paid on such principal repayment date; (vii) the Borrower may not select any Interest Period that expires (x) after the Tranche A Maturity Date, with respect to Tranche A Term Loans that are to be maintained as LIBOR Loans, (y) after the Tranche B Maturity Date, with respect to Tranche B Term Loans that are to be maintained as LIBOR Loans, or (z) after the Revolving Credit Maturity Date, with respect to Revolving Loans that are to be maintained as LIBOR Loans; (viii) if any Interest Period begins on a day for which there is no numerically corresponding day in the calendar month at the end of during which such Interest PeriodPeriod would otherwise expire, such Interest Period shall end expire on the last Business Day of such calendar month;; and (ivix) if the Borrower may not select any Interest Period would otherwise expire on a day which is not a Business Day(and consequently, such Interest Period shall expire on the first succeeding Business Day; provided, however, that if any Interest Period for a Loan would otherwise expire on a day which is not a Business Day but is a day of the month after which no further Business Day occurs in such month, such Interest Period shall expire on the immediately preceding Business Day; (v) no Interest Period in respect of any Borrowing of LIBOR Loans shall be selected which extends beyond the Maturity Date; (vimade) any Interest Period commencing less than three months prior to the Maturity Date shall end on the Maturity Date; (vii) unless the Required Lenders otherwise agree, no Interest Period longer than three months may be selected at any time when if a Default or Event of Default has shall have occurred and is continuing; (viii) if, at any time, the Borrower shall select an Interest Period longer than three months, for any loan, interest shall be payable every three months and continuing at the end time of such interest period; (ix) no Interest Period shall be selected which extends beyond Notice of Borrowing or Notice of Conversion/Continuation with respect to any date upon which a scheduled repayment of Loans will be required to be made under Section 4.02(a) if the aggregate principal amount of Loans which have Interest Periods which will expire after such date will be in excess of the aggregate principal amount of Loans then outstanding less the aggregate amount of such required repayment on such date; and (x) no more than 10 Interest Periods shall be outstanding at any time. If upon the expiration of any Interest Period applicable to a Borrowing of Loans, the Borrower has failed to elect a new Interest Period to be applicable to such Loans as provided above, the Borrower shall be deemed to have elected a three month Interest Period to be applicable to such Loans effective as of the expiration date of such current Interest PeriodBorrowing.

Interest Periods. At the time the Borrower gives any Notice of Borrowing in respect of the making of any Loan (in the case of the initial Interest Period applicable thereto) or on the third Business Day prior to the expiration of an Interest Period applicable to such Loan (in the case of any subsequent Interest Period) (provided that any such notice shall be deemed to be given on a certain day only if given before 10:00 AM (New York time)), it shall have the right to elect, by giving the Administrative Agent notice thereof, the interest period (each an “Interest Period”) applicable to such Loan, which Interest Period shall, at the option of the Borrower, be a one ((or, with the consent of the Administrative Agent, less than one) month, provided that such no such consent shall be required for the initial Borrowing in respect of any Collateral Vessel), three month or six month period (or, solely in respect of the Revolving Credit Facility, a one month period) (or such other period as all the Lenders may agree); provided that: (i) all Loans comprising a Borrowing shall at all times have the same Interest Period; (ii) subject to clause (iii) below, each Interest Period for any Loan after the initial Interest Period with respect thereto shall commence on the day on which the immediately preceding Interest Period applicable thereto expires; (iii) if any Interest Period relating to a Loan begins on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period, such Interest Period shall end on the last Business Day of such calendar month; (iv) if any Interest Period would otherwise expire on a day which is not a Business Day, such Interest Period shall expire on the first succeeding Business Day; provided, however, that if any Interest Period for a Loan would otherwise expire on a day which is not a Business Day but is a day of the month after which no further Business Day occurs in such month, such Interest Period shall expire on the immediately preceding Business Day; (v) no Interest Period in respect of any Borrowing of Loans shall be selected which extends beyond the Maturity Date; (vi) any Interest Period commencing less than three months one month prior to the Maturity Date shall end on the Maturity Date; (vii) unless the Required Lenders otherwise agree, no Interest Period longer than three months may be selected at any time when a Default or Event of Default has occurred and is continuing; (viii) if, at any time, the Borrower shall select an Interest Period longer of less than three months, one month for any loanLoan, interest then the Eurodollar Rate applicable to such Loan for such Interest Period shall be payable every three months and based on (x) the Screen Rate at such time, if available, or (y) if the end of Screen Rate is not then available, the rate supplied by the Reference Banks to the Administrative Agent to determine the Eurodollar Rate for such interest periodInterest Period; (ix) no Interest Period shall be selected which extends beyond any date upon which a scheduled repayment of Loans will be required to be made under Section 4.02(a) if the aggregate principal amount of Loans which have Interest Periods which will expire after such date will be in excess of the aggregate principal amount of Loans then outstanding less the aggregate amount of such required repayment on such date; and (x) no more than 10 24 Interest Periods shall be outstanding at any time. If upon the expiration of any Interest Period applicable to a Borrowing of Loans, the Borrower has failed to elect a new Interest Period to be applicable to such Loans as provided above, the Borrower shall be deemed to have elected a three month Interest Period to be applicable to such Loans effective as of the expiration date of such current Interest Period.

Interest Periods. At the time the Borrower gives any a Notice of Borrowing or Notice of Conversion, in respect of the making of, or conversion into, a Borrowing of any Loan Eurodollar Loans (in the case of the initial Interest Period applicable thereto), or prior to 12:00 Noon (New York time) or on the third Business Day prior to the expiration of an Interest Period applicable to such Loan (in the case a Borrowing of any subsequent Interest Period) (provided that any such notice shall be deemed to be given on a certain day only if given before 10:00 AM (New York time))Eurodollar Loans, it shall have the right to elect, elect by giving the Administrative Agent written notice thereof, (or telephonic notice promptly confirmed in writing) of the interest period (each an “Interest Period”) Period to be applicable to such LoanBorrowing, which Interest Period shall, at the option of the Borrower, be a one, two, three month or six month period (or, solely in respect of period. Notwithstanding anything to the Revolving Credit Facility, a one month period) (or such other period as all the Lenders may agree); provided thatcontrary contained above: (i) all Loans comprising a Borrowing shall at all times have the same Interest Period; (ii) subject to clause (iii) below, each initial Interest Period for any Loan after Borrowing of Eurodollar Loans shall commence on the initial date of such Borrowing (including the date of any conversion from a Borrowing of Base Rate Loans) and each Interest Period with occurring thereafter in respect thereto of such Borrowing shall commence on the day on which the immediately next preceding Interest Period applicable thereto expires; (iiiii) if any Interest Period relating to a Loan begins on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period, such Interest Period shall end on the last Business Day of such calendar month; (iviii) if any Interest Period would otherwise expire on a day which is not a Business Day, such Interest Period shall expire on the first next succeeding Business Day; provided, however, provided that if any Interest Period for a Loan would otherwise expire on a day which is not a Business Day but is a day of the month after which no further Business Day occurs in such month, such Interest Period shall expire on the immediately next preceding Business Day; (iv) no Interest Period may be elected if it would extend beyond the Final Maturity Date; (v) no Interest Period in respect of any Borrowing Loans may be elected that would extend beyond any date upon which Loans are required to be repaid pursuant to Section 3.02(b) if, after giving effect to the selection of such Interest Period, the aggregate principal amount of Loans shall maintained as Eurodollar Loans with Interest Periods ending after such date would exceed the aggregate principal amount of Loans permitted to be selected which extends beyond the Maturity Date;outstanding after such date; and (vi) any Interest Period commencing less than three months prior to the Maturity Date shall end on the Maturity Date; (vii) unless the Required Lenders otherwise agree, no Interest Period longer than three months may be selected elected at any time when a Default or Event of Default has occurred and is continuing; (viii) if, at any time, the Borrower shall select an Interest Period longer than three months, for any loan, interest shall be payable every three months and at the end of such interest period; (ix) no Interest Period shall be selected which extends beyond any date upon which a scheduled repayment of Loans will be required to be made under Section 4.02(a) if the aggregate principal amount of Loans which have Interest Periods which will expire after such date will be then in excess of the aggregate principal amount of Loans then outstanding less the aggregate amount of such required repayment on such date; and (x) no more than 10 Interest Periods shall be outstanding at any timeexistence. If upon the expiration of any Interest Period applicable to a Borrowing of LoansPeriod, the Borrower has failed failed, or is not permitted, to elect a new Interest Period to be applicable to such any Borrowing of Eurodollar Loans as provided above, the Borrower shall be deemed to have elected to convert such Borrowing into a three month Interest Period to be applicable to such Borrowing of Base Rate Loans effective as of the expiration date of such current Interest Period.

Interest Periods. At In connection with each LIBOR Rate Loan, the time the Borrower gives any Notice of Borrowing in respect of the making of any Loan (in the case of the initial Interest Period applicable thereto) or on the third Business Day prior to the expiration of an Interest Period applicable to such Loan (in the case of any subsequent Interest Period) (provided that any such notice shall be deemed to be given on a certain day only if given before 10:00 AM (New York time)), it shall have the right to electBorrower, by giving notice at the Administrative Agent notice thereoftimes described in Section 5.1(a), the shall elect an interest period (each each, an “Interest Period”) to be applicable to such Loan, which Interest Period shall, at the option of the Borrower, shall be a period of one (1), two (2), three month (3), or six month period (or, solely in respect of the Revolving Credit Facility, a one month period6) (or such other period as all the Lenders may agree)months; provided that: (i) all Loans comprising a Borrowing shall at all times have the same Interest Period; (ii) subject to clause (iii) below, each Interest Period for any Loan after the initial Interest Period with respect thereto shall commence on the day date of advance of or conversion to any LIBOR Rate Loan and, in the case of immediately successive Interest Periods, each successive Interest Period shall commence on the date on which the immediately preceding Interest Period applicable thereto expires; (iii) if any Interest Period relating to a Loan begins on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period, such Interest Period shall end on the last Business Day of such calendar month; (ivii) if any Interest Period would otherwise expire on a day which that is not a Business Day, such Interest Period shall expire on the first next succeeding Business Day; provided, however, that if any Interest Period for a Loan would otherwise expire on a day which that is not a Business Day but is a day of the month after which no further Business Day occurs in such month, such Interest Period shall expire on the immediately preceding Business Day; (v) no Interest Period in respect of any Borrowing of Loans shall be selected which extends beyond the Maturity Date; (viiii) any Interest Period commencing less than three months prior to the Maturity Date shall end that begins on the Maturity Date; last Business Day of a calendar month (vii) unless or on a day for which there is no numerically corresponding day in the Required Lenders otherwise agree, no Interest Period longer than three months may be selected at any time when a Default or Event of Default has occurred and is continuing; (viii) if, at any time, the Borrower shall select an Interest Period longer than three months, for any loan, interest shall be payable every three months and calendar month at the end of such interest periodInterest Period) shall end on the last Business Day of the relevant calendar month at the end of such Interest Period; (ixiv) no Interest Period shall extend beyond the Revolving Credit Maturity Date or the Term Loan Maturity Date, as applicable, and Interest Periods shall be selected which extends beyond any date upon which a scheduled repayment of Loans will be required by the Borrower so as to be made under Section 4.02(a) if permit the aggregate principal amount of Loans which have Interest Periods which will expire after such date will be in excess Borrower to make mandatory reductions of the aggregate Revolving Credit Commitment pursuant to Section 2.6(b) and the quarterly principal amount installment payments pursuant to Section 4.3 without payment of Loans then outstanding less the aggregate amount of such required repayment on such dateany amounts pursuant to Section 5.11; and (xv) there shall be no more than 10 ten (10) Interest Periods shall be outstanding in effect at any time. If upon the expiration of any Interest Period applicable to a Borrowing of Loans, the Borrower has failed to elect a new Interest Period to be applicable to such Loans as provided above, the Borrower shall be deemed to have elected a three month Interest Period to be applicable to such Loans effective as of the expiration date of such current Interest Period.

Interest Periods. At the time the Borrower gives any Notice of Borrowing in respect of the making of any Loan (in the case of the initial Interest Period applicable thereto) or on the third Business Day prior to the expiration of an Interest Period applicable to such Loan (in the case of any subsequent Interest Period) (provided that any such notice shall be deemed to be given on a certain day only if given before 10:00 AM 12:00 Noon (New York Amsterdam time)), it shall have the right to elect, by giving the Administrative Agent notice thereof, the interest period (each an “Interest Period”) applicable to such Loan, which Interest Period shall, at the option of the Borrower, be a one (1), three month (3) or six (6) month period (or, solely in respect of the Revolving Credit Facility, a one month period) (or such other period as all the Lenders Administrative Agent may agreeagree with the Borrower); provided that no more than three one (1) month interest periods shall be permitted per calendar year and further provided that: (i) all Loans comprising a Borrowing shall at all times have the same Interest Period; (ii) subject to clause (iii) below, each Interest Period for any Loan after the initial Interest Period with respect thereto shall commence on the day on which the immediately preceding Interest Period applicable thereto expires; (iii) if any Interest Period relating to a Loan begins on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period, such Interest Period shall end on the last Business Day of such calendar month; (iviii) if any Interest Period would otherwise expire on a day which is not a Business Day, such Interest Period shall expire on the first succeeding Business Day; provided, however, that if any Interest Period for a Loan would otherwise expire on a day which is not a Business Day but is a day of the month after which no further Business Day occurs in such month, such Interest Period shall expire on the immediately preceding Business Day; (viv) no Interest Period in respect of any Borrowing of Loans shall be selected which extends beyond the Maturity Date; (viv) any Interest Period commencing less than three months one month prior to the Maturity Date shall end on the Maturity Date; (viivi) unless the Required Lenders otherwise agree, no Interest Period longer than three months may be selected at any time when a Default or Event of Default has occurred and is continuing; (viiivii) if, at any time, the Borrower shall select an Interest Period longer of less than three months, one month for any loanLoan, interest then the Eurodollar Rate applicable to such Loan for such Interest Period shall be payable every three months and based on (x) the Screen Rate at such time, if available, or (y) if the end of Screen Rate is not then available, the rate supplied by the Reference Banks to the Administrative Agent to determine the Eurodollar Rate for such interest periodInterest Period; (ixviii) no Interest Period shall be selected which extends beyond any date upon which a scheduled repayment of Loans will be required to be made under Section 4.02(a) if the aggregate principal amount of Loans which have Interest Periods which will expire after such date will be in excess of the aggregate principal amount of Loans then outstanding less the aggregate amount of such required repayment on such date; and (xix) no more than 10 6 Interest Periods shall be outstanding at any time. If upon the expiration of any Interest Period applicable to a Borrowing of Loans, the Borrower has failed to elect a new Interest Period to be applicable to such Loans as provided above, the Borrower shall be deemed to have elected a three month Interest Period to be applicable to such Loans effective as of the expiration date of such current Interest Period.

Interest Periods. At the time the Borrower it gives any Notice of Borrowing or Notice of Conversion in respect of the making of of, or conversion into, any Eurodollar Loan (in the case of the initial Interest Period applicable thereto) or on the third Business Day prior to the expiration of an Interest Period applicable to such Eurodollar Loan (in the case of any subsequent Interest Period) (provided that any such notice shall be deemed to be given on a certain day only if given before 10:00 AM (New York time)), it the Borrower shall have the right to elect, by giving the Administrative Managing Agent notice thereof, the interest period (each an “Interest Period”) applicable to such Loan, which Interest Period shall, at the option of the Borrower, be a three month or six month period (or, solely in respect of the Revolving Credit Facility, a one month period) (or such other period as all the Lenders may agree); provided that:an (i) all Eurodollar Loans comprising a Borrowing shall at all times have the same Interest Period; (ii) subject to clause (iii) below, each the initial Interest Period for any Eurodollar Loan after shall commence on the initial date of Borrowing of such Eurodollar Loan (including the date of any conversion thereto from a Loan of a different Type) and each Interest Period with occurring thereafter in respect thereto of such Eurodollar Loan shall commence on the day on which the immediately next preceding Interest Period applicable thereto expires; (iii) if any Interest Period relating to a Eurodollar Loan begins on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period, such Interest Period shall end on the last Business Day of such calendar month; (iv) if any Interest Period would otherwise expire on a day which is not a Business Day, such Interest Period shall expire on the first next succeeding Business Day; provided, however, that if any Interest Period for a Eurodollar Loan would otherwise expire on a day which is not a Business Day but is a day of the month after which no further Business Day occurs in such month, such Interest Period shall expire on the immediately next preceding Business Day; (v) no Interest Period in respect of any Borrowing of Loans shall be selected which extends beyond the Maturity Date; (vi) any Interest Period commencing less than three months prior to the Maturity Date shall end on the Maturity Date; (vii) unless the Required Lenders otherwise agree, no Interest Period longer than three months may be selected at any time when a Default or Event of Default has occurred and is continuingthen in existence; (vi) no Interest Period in respect of any Borrowing of Term Loans shall be selected which extends beyond the Term Loan Maturity Date; (vii) no Interest Period in respect of any Borrowing of Revolving Loans shall be selected which extends beyond the Revolving Loan Maturity Date; and (viii) if, at any time, the Borrower shall select an Interest Period longer than three months, for any loan, interest shall be payable every three months and at the end of such interest period; (ix) no Interest Period in respect of any Borrowing of Term Loans shall be selected which extends beyond any date upon which a scheduled mandatory repayment of Term Loans will be required to be made under Section 4.02(a4.02(b) if after giving effect to the selection of such Interest Period, the aggregate principal amount of Term Loans which have Interest Periods which will expire after such date of mandatory repayment will be in excess of the aggregate principal amount of Loans then outstanding less the aggregate amount of such required repayment on such date; and (x) no more than 10 Interest Periods shall be outstanding at any time. If upon the expiration of any Interest Period applicable to a Borrowing of Eurodollar Loans, the Borrower has failed to elect elect, or is not permitted to elect, a new Interest Period to be applicable to such Eurodollar Loans as provided above, the Borrower shall be deemed to have elected a three month Interest Period to be applicable to convert such Eurodollar Loans into Base Rate Loans effective as of the expiration date of such current Interest Period.

Interest Periods. At (i) In connection with each LIBOR Rate Loan, the time the Borrower gives any Notice of Borrowing in respect of the making of any Loan (in the case of the initial Interest Period applicable thereto) or on the third Business Day prior to the expiration of an Interest Period applicable to such Loan (in the case of any subsequent Interest Period) (provided that any such notice shall be deemed to be given on a certain day only if given before 10:00 AM (New York time)), it shall have the right to electBorrower, by giving notice at the Administrative Agent notice thereoftimes described in Section 2.2, the shall elect an interest period (each an “each, a "LIBOR Interest Period”") to be applicable to such Loan, which LIBOR Interest Period shall, at the option of the Borrower, shall be a period of one (1), two (2), three month (3), or six month period (or, solely in respect of the Revolving Credit Facility, a one month period6) (or such other period as all the Lenders may agree)months; provided that: (iA) all Loans comprising a Borrowing shall at all times have the same Interest Period; (ii) subject to clause (iii) below, each LIBOR Interest Period for any Loan after the initial Interest Period with respect thereto shall commence on the day date of advance of or conversion to any LIBOR Rate Loan and, in the case of immediately successive LIBOR Interest Periods, each successive LIBOR Interest Period shall commence on the date on which the immediately next preceding LIBOR Interest Period applicable thereto expires; (iiiB) if any Interest Period relating to a Loan begins on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period, such Interest Period shall end on the last Business Day of such calendar month; (iv) if any LIBOR Interest Period would otherwise expire on a day which that is not a Business Day, such LIBOR Interest Period shall expire on the first next succeeding Business Day; provided, however, that if any LIBOR Interest Period for a Loan would otherwise expire on a day which that is not a Business Day but is a day of the month after which no further Business Day occurs in such month, such LIBOR Interest Period shall expire on the immediately next preceding Business Day; (vC) no any LIBOR Interest Period in respect of any Borrowing of Loans shall be selected which extends beyond the Maturity Date; (vi) any Interest Period commencing less than three months prior to the Maturity Date shall end that begins on the Maturity Date; last Business Day of a calendar month (vii) unless or on a day for which there is no numerically corresponding day in the Required Lenders otherwise agree, no Interest Period longer than three months may be selected at any time when a Default or Event of Default has occurred and is continuing; (viii) if, at any time, the Borrower shall select an Interest Period longer than three months, for any loan, interest shall be payable every three months and calendar month at the end of such interest period;LIBOR Interest Period) shall end on the last Business Day of the relevant calendar month at the end of such LIBOR Interest Period; and (ixD) no LIBOR Interest Period shall extend beyond the Maturity Date. (ii) In connection with each Competitive Bid Loan, the Borrower, by giving notice at the times described in Section 2.3, shall elect a Competitive Bid Interest Period applicable to such Loan, which Competitive Bid Interest Period shall be selected which extends beyond a period of such duration as accepted by the Borrower pursuant to Section 2.3(c); provided that: (A) the Competitive Bid Interest Period for an Absolute Rate Loan shall not be less than seven (7) days nor more than one hundred eighty (180) days; (B) the Competitive Bid Interest Period for any LIBOR Competitive Bid Loan shall be a period of one (1), two (2), three (3), or six (6) months; (C) the Competitive Bid Interest Period shall commence on the date upon which a scheduled repayment of Loans will be required to be made under Section 4.02(aadvance of any Competitive Bid Loan; (D) if any Competitive Bid Interest Period would otherwise expire on a day that is not a Business Day, such Interest Period shall expire on the aggregate principal amount of Loans which have Interest Periods which will expire after such date will be in excess of the aggregate principal amount of Loans then outstanding less the aggregate amount of such required repayment on such datenext succeeding Business Day; and (xE) no Competitive Bid Interest Period shall expire on a date later than the first Business Day prior to the Maturity Date. (iii) There shall be no more than 10 six (6) LIBOR Interest Periods shall be outstanding and Competitive Bid Interest Periods (collectively) in effect at any time. If upon the expiration of any Interest Period applicable to a Borrowing of Loans, the Borrower has failed to elect a new Interest Period to be applicable to such Loans as provided above, the Borrower shall be deemed to have elected a three month Interest Period to be applicable to such Loans effective as of the expiration date of such current Interest Period.

Interest Periods. At the time the Borrower gives any Notice of Borrowing or Notice of Conversion/Continuation in respect of the making of of, or conversion into, any Term SOFR Term Loan (in the case of the initial Interest Period applicable thereto) or prior to 12:00 Noon (New York City time) on the third Business Day prior to the expiration of an Interest Period applicable to such Term SOFR Term Loan (in the case of any subsequent Interest Period) (provided that any such notice shall be deemed to be given on a certain day only if given before 10:00 AM (New York time)), it the Borrower shall have the right to elect, by giving the Administrative Agent notice thereof, elect the interest period (each each, an “Interest Period”) applicable to such Term SOFR Term Loan, which Interest Period shall, at the option of the BorrowerBorrower be (x) a one, be a three month or six month period (period, or, if agreed to by all Lenders, a twelve month period, (y) solely in respect the case of the Revolving Credit Facilityinitial Interest Period with respect to the Term B Loans, a one month periodthe period set forth therefor in Section 2.01(c), (z) solely in the case of the initial Interest Period with respect to the Term B-1 Loans, the period set forth therefor in Section 2.01(d), or (xx) solely in the case of the initial Interest Period with respect to the Term B-2 Loans, the period set forth therefor in Section 2.01(e), or such other (yy) solely in the case of the initial Interest Period with respect to the Term B-3 Loans, the period as all the Lenders may agreeset forth therefor in Section 2.01(f); provided that:that (in each case): (i) all Term SOFR Term Loans comprising a Borrowing shall at all times have the same Interest Period; (ii) subject to clause (iii) below, each the initial Interest Period for any Term SOFR Term Loan after shall commence on the initial date of Borrowing of such Term SOFR Term Loan (including, in the case of Term SOFR Term Loans, the date of any conversion thereto from a Borrowing of Base Rate Term Loans) and each Interest Period with occurring thereafter in respect thereto of such Term SOFR Term Loan shall commence on the day on which the immediately next preceding Interest Period applicable thereto expires; (iii) if any Interest Period relating to for a Term SOFR Term Loan begins on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period, such Interest Period shall end on the last Business Day of such calendar month; (iv) if any Interest Period for a Term SOFR Term Loan would otherwise expire on a day which is not a Business Day, such Interest Period shall expire on the first next succeeding Business Day; provided, however, that if any Interest Period for a Term SOFR Term Loan would otherwise expire on a day which is not a Business Day but is a day of the month after which no further Business Day occurs in such month, such Interest Period shall expire on the immediately next preceding Business Day; (v) no Interest Period in respect of any Borrowing of Loans shall be selected which extends beyond the Maturity Date; (vi) any Interest Period commencing less than three months prior to the Maturity Date shall end on the Maturity Date; (vii) unless the Required Lenders otherwise agree, no Interest Period longer than three months for a Term SOFR Term Loan may be selected at any time when a Default or an Event of Default has occurred and is continuing;then in existence; and (viii) if, at any time, the Borrower shall select an Interest Period longer than three months, for any loan, interest shall be payable every three months and at the end of such interest period; (ixvi) no Interest Period in respect of any Borrowing of any Tranche of Term Loans shall be selected which extends beyond the Maturity Date therefor. With respect to any date upon which Term SOFR Term Loans, at the end of any Interest Period applicable to a scheduled repayment Borrowing thereof, the Borrower may elect to split the respective Borrowing of Loans will be required to be made a single Type under Section 4.02(a) if the aggregate principal amount a single Tranche into two or more Borrowings of Loans which have Interest Periods which will expire after different Types under such date will be in excess Tranche or combine two or more Borrowings under a single Tranche into a single Borrowing of the aggregate principal amount same Type under such Tranche, in each case, by having the Borrower give notice thereof together with its election of Loans then outstanding less the aggregate amount of such required repayment on such date; and one or more Interest Periods, in each case so long as each resulting Borrowing (x) no more has an Interest Period which complies with the foregoing requirements of this Section 2.09, (y) has a principal amount which is not less than 10 Interest Periods shall be outstanding at any timethe Minimum Borrowing Amount applicable to Borrowings of the respective Type and Tranche, and (z) does not cause a violation of the requirements of Section 2.02. If upon by 12:00 Noon (New York City time) on the third Business Day prior to the expiration of any Interest Period applicable to a Borrowing of Term SOFR Term Loans, the Borrower has failed to elect elect, or is not permitted to elect, a new Interest Period to be applicable to such Loans as provided aboveTerm SOFR Rate, the Borrower shall be deemed to have elected a three month Interest Period in the case of Term SOFR Term Loans, to convert such Term SOFR Term Loans into Base Rate Term Loans with such conversion to be applicable to such Loans effective as of the expiration date of such current Interest Period.

Interest Periods. At the time the Borrower gives any a Notice ---------------- of Borrowing or Notice of Borrowing Conversion in respect of the making of, or conversion into, a Borrowing of any Loan Eurodollar Loans (in the case of the initial Interest Period applicable thereto) or prior to 12:00 Noon (New York time) on the third Business Day prior to the expiration of an Interest Period applicable to such Loan a Borrowing of Eurodollar Loans (in the case of any subsequent Interest Period) (provided that any such notice shall be deemed to be given on a certain day only if given before 10:00 AM (New York time)), it the Borrower shall have the right to elect, elect by giving the Administrative Agent written notice thereof, (or telephonic notice promptly confirmed in writing) of the interest period (each an “Interest Period”) Period applicable to such LoanBorrowing, which Interest Period shall, at the option of the Borrower, Borrower be a three month or one, two, three, six month period (or, solely in respect of to the Revolving Credit Facilityextent available to each Bank, a one nine or twelve month period) (or such other period as all . Notwithstanding anything to the Lenders may agree); provided thatcontrary contained above : (i) all Eurodollar Loans comprising a Borrowing shall at all times have the same Interest Period; (ii) subject to clause (iii) below, each the initial Interest Period for any Loan after Borrowing of Eurodollar Loans shall commence on the initial date of such Borrowing (including the date of any conversion from a Borrowing of Base Rate Loans) and each Interest Period with occurring thereafter in respect thereto of such Borrowing shall commence on the day on which the immediately next preceding Interest Period applicable thereto expires; (iii) if any Interest Period relating to a Loan for any Borrowing of Eurodollar Loans begins on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period, such Interest Period shall end on the last Business Day of such calendar month; (iv) if any Interest Period would otherwise expire on a day which is not a Business Day, such Interest Period shall expire on the first next succeeding Business Day; , provided, however, that if any Interest Period for a Loan any -------- Borrowing of Eurodollar Loans would otherwise expire on a day which is not a Business Day but is a day of the month after which no further Business Day occurs in such month, such Interest Period shall expire on the immediately next preceding Business Day; (v) no Interest Period in respect of any for a Borrowing of Eurodollar Loans shall be selected which extends would extend beyond the Maturity Date; (vi) any Interest Period commencing less than three months prior to the Maturity Date shall end on the Maturity Date; (vii) unless the Required Lenders otherwise agree, no Interest Period longer than three months may be selected elected at any time when a Default under Section 10.01 or 10.05 or an Event of Default has occurred is then in existence and is continuing; (viii) if, at any time, the Administrative Agent or the Required Banks have notified the Borrower shall select that such an Interest Period longer than three months, for any loan, interest shall election at such time would be payable every three months disadvantageous to the Banks; and at the end of such interest period; (ix) no Interest Period shall be selected which extends beyond any date upon which a scheduled repayment of Loans will be required to be made under Section 4.02(a) if the aggregate principal amount of Loans which have Interest Periods which will expire after such date will be in excess of the aggregate principal amount of Loans then outstanding less the aggregate amount of such required repayment on such date; and (x) no more than 10 Interest Periods shall be outstanding at any time. If upon the expiration of any Interest Period applicable to a Borrowing of Eurodollar Loans, the Borrower has failed to elect elect, or is not permitted to elect, a new Interest Period to be applicable to such the respective Borrowing of Eurodollar Loans as provided above, the Borrower shall be deemed to have elected to convert such Borrowing into a three month Interest Period to be applicable to such Borrowing of Base Rate Loans effective as of the expiration date of such current Interest Period.

Interest Periods. At the time the Borrower Company gives any Notice of Borrowing or Notice of Conversion/Continuation in respect of the making of of, continuation as or conversion into any Loan (in Term SOFR Loan, the case of the initial Interest Period applicable thereto) or on the third Business Day prior to the expiration of an Interest Period applicable to such Loan (in the case of any subsequent Interest Period) (provided that any such notice shall be deemed to be given on a certain day only if given before 10:00 AM (New York time)), it Borrowers shall have the right to elect, by giving the Administrative Agent notice thereof, elect the interest period (each each, an “Interest Period”) applicable to such Term SOFR Loan, which Interest Period shall, at the option of the BorrowerBorrowers, be (x) a one, two, three month or six month period (orperiod, solely in respect of the Revolving Credit Facility, a one month period) (or such other period as all the Lenders may agree); provided thateach case subject to subject to availability thereof: (i) all Loans comprising a Borrowing shall at all times have the same Interest Period; (ii) subject to clause (iii) below, each Interest Period for any Loan after the initial Interest Period with respect thereto shall commence on the day on which the immediately preceding Interest Period applicable thereto expires; (iiia) if any Interest Period relating to a Loan begins on a day for which there is no numerically corresponding day in the calendar month at its end or if such corresponding day falls after the end last Business Day of such Interest Periodmonth, such then the Interest Period shall end expire on the last Business Day of such calendar month; (iv) ; and if any Interest Period would otherwise expire on a day which that is not a Business Day, such Interest Period the period shall expire on the first succeeding Business Day; provided, however, that if any Interest Period for a Loan would otherwise expire on a day which is not a Business Day but is a day of the month after which no further Business Day occurs in such month, such Interest Period shall expire on the immediately preceding next Business Day; (vb) no Interest Period in respect of any Borrowing of Loans shall be selected which extends beyond the Final Maturity Date; and no Interest Period for a Term SOFR Loan may be established that would require repayment before the end of an Interest Period in order to make any scheduled principal payment on Term Loans; (vic) no tenor that has been removed from this definition pursuant to Section 2.10 shall be available in such Notice of Borrowing, Notice of Conversion/Continuation or any Interest Period commencing less than three months prior to the Maturity Date shall end on the Maturity Date;interest rate election; and (viid) unless the Required Lenders otherwise agree, no Interest Period longer than three months may be selected at any time when a Default or an Event of Default has occurred and is continuing; (viii) if, at any time, the Borrower shall select an Interest Period longer than three months, for any loan, interest shall be payable every three months and at the end of such interest period; (ix) no Interest Period shall be selected which extends beyond any date upon which a scheduled repayment of Loans will be required to be made under Section 4.02(a) if the aggregate principal amount of Loans which have Interest Periods which will expire after such date will be in excess of the aggregate principal amount of Loans then outstanding less the aggregate amount of such required repayment on such date; and (x) no more than 10 Interest Periods shall be outstanding at any time. If upon by 1:00 P.M. (New York City time) on the third Business Day prior to the expiration of any Interest Period applicable to a Borrowing of Term SOFR Loans, the Borrower has Borrowers have failed to elect elect, or is not permitted to elect, a new Interest Period to be applicable to such Term SOFR Loans as provided above, the Borrower Borrowers shall be deemed to have elected a three month Interest Period to be applicable to convert such Term SOFR Loans into Base Rate Loans effective as of the expiration date of such current Interest Period.

Interest Periods. At the time the any Borrower gives any Notice of Borrowing or Notice of Conversion in respect of the making of of, or conversion into, any Eurodollar Loan (in the case of the initial Interest Period applicable thereto) or on the third Business Day prior to the expiration of an Interest Period applicable to such Eurodollar Loan (in the case of any subsequent Interest Period) (provided that any such notice shall be deemed to be given on a certain day only if given before 10:00 AM (New York time)), it such Borrower shall have the right to elect, by giving the Administrative Agent notice thereof, the interest period (each an “"Interest Period”") applicable to such Eurodollar Loan, which Interest Period shall, at the option of the such Borrower, be a one, two, three month or six six-month period (or, solely in respect with the consent of the Revolving Credit FacilityAgent, a one month period) (or such other period between seven days and one month as all may be generally available to the Lenders may agreeBanks); provided , PROVIDED that: (i) all Eurodollar Loans comprising a Borrowing shall at all times have the same Interest Period; (ii) subject to clause (iii) below, each the initial Interest Period for any Eurodollar Loan after shall commence on the initial date of Borrowing of such Eurodollar Loan (including the date of any conversion thereto from a Base Rate Loan) and each Interest Period with occurring thereafter in respect thereto of such Eurodollar Loan shall commence on the day on which the immediately next preceding Interest Period applicable thereto expires; (iii) if any Interest Period relating to for a Eurodollar Loan begins on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period, such Interest Period shall end on the last Business Day of such calendar month; (iv) if any Interest Period for a Eurodollar Loan would otherwise expire on a day which is not a Business Day, such Interest Period shall expire on the first next succeeding Business Day; providedPROVIDED, howeverHOWEVER, that if any Interest Period for a Eurodollar Loan would otherwise expire on a day which is not a Business Day but is a day of the month after which no further Business Day occurs in such month, such Interest Period shall expire on the immediately next preceding Business Day; (v) no Interest Period in respect of any Borrowing of Loans shall be selected which extends beyond the Maturity Date; (vi) any Interest Period commencing less than three months prior to the Maturity Date shall end on the Maturity Date; (vii) unless the Required Lenders otherwise agree, no Interest Period longer than three months may be selected at any time when a Default or an Event of Default has occurred and is continuing;then in existence; and (viii) if, at any time, the Borrower shall select an Interest Period longer than three months, for any loan, interest shall be payable every three months and at the end of such interest period; (ixvi) no Interest Period in respect of any Borrowing of Eurodollar Loans shall be selected which extends beyond any date upon which a scheduled repayment of Loans will be required to be made under Section 4.02(a) if the aggregate principal amount of Loans which have Interest Periods which will expire after such date will be in excess of the aggregate principal amount of Loans then outstanding less the aggregate amount of such required repayment on such date; and (x) no more than 10 Interest Periods shall be outstanding at any timeFinal Maturity Date. If upon the expiration of any Interest Period applicable to a Borrowing of Eurodollar Loans, the respective Borrower has failed to elect elect, or is not permitted to elect, a new Interest Period to be applicable to such Eurodollar Loans as provided above, the such Borrower shall be deemed to have elected a three month Interest Period to be applicable to convert such Eurodollar Loans into Base Rate Loans effective as of the expiration date of such current Interest Period.

Interest Periods. At the time the Borrower gives any Notice of Borrowing in respect of the making of any Loan (in the case of the initial Interest Period applicable thereto) or on On the third Business Day prior to the expiration of an Interest Period applicable to such Loan (in the case of any subsequent Interest Period) (provided that any such notice shall be deemed to be given on a certain day only if given before 10:00 AM (New York time))Loans, it shall have the right to elect, by giving the Administrative Facility Agent notice thereof, the interest period (each an “Interest Period”) applicable to such LoanLoans, which Interest Period shall, at the option of the Borrower, be a three month or six month period (or, solely in respect of the Revolving Credit Facility, a one month period) (or such other period as all the Lenders may agree); provided that: (ia) all Loans comprising a Borrowing shall at all times have the same Interest Period; (iib) subject to clause (iii) below, each the initial Interest Period for any Loan after outstanding on the initial Effective Date shall commence on the Effective Date and end on the next Repayment Date (being December 6, 2013) and each Interest Period with occurring thereafter in respect thereto of such Loan shall commence on the day on which the immediately preceding Interest Period applicable thereto expires; (iiic) if any Interest Period relating to a Loan begins on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period, such Interest Period shall end on the last Business Day of such calendar month; (ivd) if any Interest Period would otherwise expire on a day which is not a Business Day, such Interest Period shall expire on the first succeeding Business Day; provided, however, that if any Interest Period for a Loan would otherwise expire on a day which is not a Business Day but is a day of the month after which no further Business Day occurs in such month, such Interest Period shall expire on the immediately preceding Business Day; (ve) no Interest Period in respect of any Borrowing of Loans shall be selected which extends beyond the Maturity Date; (vi) any Interest Period commencing less than three months prior to the Maturity Date shall end on the Maturity Date; (vii) unless the Required Lenders otherwise agree, no Interest Period longer than three months may be selected at any time when a Default or an Event of Default (or, if the Facility Agent or the Required Lenders have determined that such an election at such time would be disadvantageous to the Lenders, a Default) has occurred and is continuing; (viii) if, at any time, the Borrower shall select an Interest Period longer than three months, for any loan, interest shall be payable every three months and at the end of such interest period; (ixf) no Interest Period in respect of any Borrowing of any Loans shall be selected which extends beyond any date upon which a scheduled repayment of Loans will be required to be made under Section 4.02(a) if the aggregate principal amount of Loans which have Interest Periods which will expire after such date will be in excess of the aggregate principal amount of Loans then outstanding less the aggregate amount of such required repayment on such dateMaturity Date; and (xg) at no time shall there be more than 10 ten Borrowings of Loans subject to different Interest Periods shall be outstanding at any timePeriods. If upon the expiration of any Interest Period applicable to a Borrowing of LoansBorrowing, the Borrower has failed to elect a new Interest Period to be applicable to such Loans as provided above, the Borrower shall be deemed to have elected a three month Interest Period to be applicable to such Loans effective as of the expiration date of such current Interest Period.

Interest Periods. At the time the Borrower gives Borrowers give any Notice of Borrowing or Notice of Conversion in respect of the making of of, or conversion into, any Eurodollar Loan (in the case of the initial Interest Period applicable thereto) or on the third Business Day prior to the expiration of an Interest Period applicable to such Eurodollar Loan (in the case of any subsequent Interest Period) (provided that any such notice shall be deemed to be given on a certain day only if given before 10:00 AM (New York time)), it the Borrowers shall have the right to elect, by giving having an Authorized Representative of the Borrowers give the Administrative Agent notice thereof, the interest period (each an “Interest Period”) applicable to such Eurodollar Loan, which Interest Period shall, at the option of the BorrowerBorrowers, be a one, two, three month or six month period (or, solely in respect of the Revolving Credit Facility, a one six-month period) (or such other period as all the Lenders may agree); , provided that: (i) all Eurodollar Loans comprising a Borrowing shall at all times have the same Interest Period; (ii) subject to clause (iii) below, each the initial Interest Period for any Eurodollar Loan after shall commence on the initial date of Borrowing of such Eurodollar Loan (including the date of any conversion thereto from a Revolving Loan of a different Type) and each Interest Period with occurring thereafter in respect thereto of such Eurodollar Loan shall commence on the day on which the immediately next preceding Interest Period applicable thereto expires; (iii) if any Interest Period relating to a Eurodollar Loan begins on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period, such Interest Period shall end on the last Business Day of such calendar month; (iv) if any Interest Period would otherwise expire on a day which is not a Business Day, such Interest Period shall expire on the first next succeeding Business Day; provided, however, that if any Interest Period for a Eurodollar Loan would otherwise expire on a day which is not a Business Day but is a day of the month after which no further Business Day occurs in such month, such Interest Period shall expire on the immediately next preceding Business Day; (v) unless the Required Lenders otherwise agree in writing, no Interest Period may be selected at any time when a Default or an Event of Default is then in existence; and (vi) no Interest Period in respect of any Borrowing of Eurodollar Loans shall be selected which extends beyond the Maturity Date; (vi) any Interest Period commencing less than three months prior to the Maturity Date shall end on the Maturity Date; (vii) unless the Required Lenders otherwise agree, no Interest Period longer than three months may be selected at any time when a Default or Event of Default has occurred and is continuing; (viii) if, at any time, the Borrower shall select an Interest Period longer than three months, for any loan, interest shall be payable every three months and at the end of such interest period; (ix) no Interest Period shall be selected which extends beyond any date upon which a scheduled repayment of Loans will be required to be made under Section 4.02(a) if the aggregate principal amount of Loans which have Interest Periods which will expire after such date will be in excess of the aggregate principal amount of Loans then outstanding less the aggregate amount of such required repayment on such date; and (x) no more than 10 Interest Periods shall be outstanding at any time. If upon the expiration of any Interest Period applicable to a Borrowing of Eurodollar Loans, the Borrower has Borrowers have failed to elect elect, or are not permitted to elect, a new Interest Period to be applicable to such Eurodollar Loans as provided above, the Borrower Borrowers shall be deemed to have elected a three month Interest Period to be applicable to convert such Eurodollar Loans into Base Rate Loans effective as of the expiration date of such current Interest Period.

Interest Periods. At the time the Borrower gives Borrowers give any Notice of Borrowing Conversion/Continuation in respect of the making of of, or conversion into, any Term SOFR Loan (in the case of the initial Interest Period applicable thereto) or prior to 1:00 P.M. (New York City time) on the third Business Day prior to the expiration of an Interest Period applicable to such Term SOFR Loan (in the case of any subsequent Interest Period) (provided that any such notice shall be deemed to be given on a certain day only if given before 10:00 AM (New York time)), it the Borrowers shall have the right to elect, by giving the Administrative Agent notice thereof, elect the interest period (each each, an “Interest Period”) applicable to such Term SOFR Loan, which Interest Period shall, at the option of the Administrative Borrower, be a one (1), three month (3) or six month period (or, solely in respect of the Revolving Credit Facility, a one 6) month period) ; provided, that (or such other period as all the Lenders may agree); provided that:in each case): (i) all Term SOFR Loans comprising a Borrowing shall at all times have the same Interest Period; (ii) subject to clause (iii) below, each the initial Interest Period for any Term SOFR Loan after shall commence on the initial date of Borrowing of such Term SOFR Loan (including the date of any conversion thereto from a Term SOFR Loan) and each Interest Period with occurring thereafter in respect thereto of such Term SOFR Loan shall commence on the day on which the immediately next preceding Interest Period applicable thereto expires; (iii) if any Interest Period relating to for a Term SOFR Loan begins on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period, such Interest Period shall end on the last Business Day of such calendar month; (iv) if any Interest Period for a Term SOFR Loan would otherwise expire on a day which is not a Business Day, such Interest Period shall expire on the first next succeeding Business Day; provided, however, that if any Interest Period for a Term SOFR Loan would otherwise expire on a day which is not a Business Day but is a day of the month after which no further Business Day occurs in such month, such Interest Period shall expire on the immediately next preceding Business Day; (v) if any Event of Default is in existence, (x) no Interest Period may be selected if the Administrative Agent or the Required Lenders have notified the Administrative ​ Borrower that the selection of new Interest Periods will not be permitted during the existence of such Event of Default and (y) in the absence of the notification referred to in preceding clause (x), no Interest Period with a duration in excess of one (1) month may be selected; (vi) no Interest Period in respect of any Borrowing of Loans shall be selected which extends beyond the Maturity Date; ; and If by 1:00 P.M. (viNew York City time) any Interest Period commencing less than three months on the third Business Day prior to the Maturity Date shall end on the Maturity Date; (vii) unless the Required Lenders otherwise agree, no Interest Period longer than three months may be selected at any time when a Default or Event of Default has occurred and is continuing; (viii) if, at any time, the Borrower shall select an Interest Period longer than three months, for any loan, interest shall be payable every three months and at the end of such interest period; (ix) no Interest Period shall be selected which extends beyond any date upon which a scheduled repayment of Loans will be required to be made under Section 4.02(a) if the aggregate principal amount of Loans which have Interest Periods which will expire after such date will be in excess of the aggregate principal amount of Loans then outstanding less the aggregate amount of such required repayment on such date; and (x) no more than 10 Interest Periods shall be outstanding at any time. If upon the expiration of any Interest Period applicable to a Borrowing of Term SOFR Loans, the Borrower has Borrowers have failed to elect a new Interest Period to be applicable to such Term SOFR Loans as provided above, the Borrower Borrowers shall be deemed to have elected to continue such Term SOFR Loans as Term SOFR Loans with an Interest Period of one (1) month effective as of the expiration date of such current Interest Period; provided, that if the Borrowers are not permitted to elect a three month new Interest Period to be applicable to such Term SOFR Loans as provided above, the Borrowers shall be deemed to have elected to convert such Term SOFR Loans into Base Rate Loans effective as of the expiration date of such current Interest Period.

Interest Periods. (a) At the time the Borrower gives any a Notice of Borrowing or Notice of Conversion in respect of the making of, or conversion into, a Borrowing of any Loan Eurodollar Loans (in the case of the initial Interest Period applicable thereto) or prior to 11:00 A.M. (New York time) on the third Business Day prior to the expiration of an Interest Period applicable to such Loan (in the case a Borrowing of any subsequent Interest Period) (provided that any such notice shall be deemed to be given on a certain day only if given before 10:00 AM (New York time))Eurodollar Loans, it shall have the right to elect, elect by giving the Administrative Agent written notice thereof, (or telephonic notice promptly confirmed in writing) of the interest period (each an “Interest Period”) Period applicable to such LoanBorrowing, which Interest Period shall, at the option of the Borrower, be a one, two, three month or six month period (ormonth, solely in respect of the Revolving Credit Facilityor if available to all Lenders, a one twelve month period) (or such other period as all . Notwithstanding anything to the Lenders may agree); provided thatcontrary contained above: (i) all Eurodollar Loans comprising a Borrowing shall at all times have the same Interest Period; (ii) subject to clause (iii) below, each the initial Interest Period for any Loan after Borrowing of Eurodollar Loans shall commence on the initial date of such Borrowing (including the date of any conversion from a Borrowing of Base Rate Loans) and each Interest Period with occurring thereafter in respect thereto of such Borrowing shall commence on the day on which the immediately next preceding Interest Period applicable thereto expires; (iii) if any Interest Period relating to a Loan begins on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period, such Interest Period shall end on the last Business Day of such calendar month; (iv) if any Interest Period would otherwise expire on a day which is not a Business Day, such Interest Period shall expire on the first next succeeding Business Day; provided, however, that if any Interest Period for a Loan would otherwise expire on a day which is not a Business Day but is a day of the month after which no further Business Day occurs in such month, such Interest Period shall expire on the immediately next preceding Business Day; (v) no Interest Period in respect of any Borrowing of Loans shall be selected which extends extend beyond the Expiry Date (in the case of Revolving Loans), the A Term Loan Maturity DateDate (in the case of A Term Loans) or the Final Maturity Date (in the case of B Term Loans); (vi) any no Interest Period commencing less than three months prior with respect to any Borrowing of Term Loans under a Facility may be elected that would extend beyond any date upon which a Scheduled Repayment or a mandatory repayment is required to be made in respect of such Facility, as the case may be, if, after giving effect to the Maturity Date shall end on selection of such Interest Period, the Maturity Date;aggregate principal amount of Term Loans maintained as Eurodollar Loans under such Facility with Interest Periods ending after such date would exceed the aggregate principal amount of Term Loans of such Facility permitted to be outstanding after such Scheduled Repayment or mandatory repayment, as the case may be; and (vii) unless the Required Lenders otherwise agree, no Interest Period longer than three months may be selected elected at any time when a Default or an Event of Default has occurred and is continuing;then in existence. (viiib) if, at any time, the Borrower shall select an Interest Period longer than three months, for any loan, interest shall be payable every three months and at the end of such interest period; (ix) no Interest Period shall be selected which extends beyond any date upon which a scheduled repayment of Loans will be required to be made under Section 4.02(a) if the aggregate principal amount of Loans which have Interest Periods which will expire after such date will be in excess of the aggregate principal amount of Loans then outstanding less the aggregate amount of such required repayment on such date; and (x) no more than 10 Interest Periods shall be outstanding at any time. If upon the expiration of any Interest Period applicable to a Borrowing of LoansPeriod, the Borrower has failed to elect elect, or is not permitted to elect, a new Interest Period to be applicable to such the respective Borrowing of Eurodollar Loans as provided above, the Borrower shall be deemed to have elected to convert such Borrowing into a three month Interest Period to be applicable to such Borrowing of Base Rate Loans effective as of the expiration date of such current Interest Period.

Interest Periods. At In connection with the time making or continuation of, or conversion into, each Borrowing of LIBOR Advances, the Borrower gives any Notice of Borrowing in respect of the making of any Loan (in the case of the initial Interest Period applicable thereto) or on the third Business Day prior to the expiration of shall select an Interest Period applicable to such Loan (in the case of any subsequent Interest Period) (provided that any such notice shall be deemed to be given on a certain day only if given before 10:00 AM (New York time)), it shall have the right to elect, by giving the Administrative Agent notice thereof, the interest period (each an “Interest Period”) to be applicable to such LoanAdvances, which Interest Period shallshall in the case of LIBOR Advances be either a one, at the option of the Borrowertwo, be a three month or six month period (or, solely in respect of the Revolving Credit Facility, a one month period) (or such other period as all the Lenders may agree); provided that: (ia) all Loans comprising a Borrowing shall at all times have the same Interest Period; (ii) subject to clause (iii) below, each The initial Interest Period for any Loan after Borrowing consisting of any such Advance shall commence on the initial date of such Borrowing (including the date of any conversion from a Borrowing consisting of an Advance of another Type) and each Interest Period with occurring thereafter in respect thereto of such Borrowing shall commence on the day on which the immediately next preceding Interest Period applicable thereto expires; (iiib) if any Interest Period relating to a Loan begins on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period, such Interest Period shall end on the last Business Day of such calendar month; (iv) if If any Interest Period would otherwise expire on a day which is not a Business Day, such Interest Period Pe-riod shall expire on the first next succeeding Business Day; provided, however, provided that if any Interest Period for in respect of a Loan LIBOR Advance would otherwise expire on a day which that is not a Business Day but is a day of the month after which no further Business Day occurs in such month, such Interest Period shall expire on the immediately next preceding Business Day; (vc) no Any Interest Period in respect of any Borrowing of Loans shall be selected a LIBOR Advance which extends beyond begins on a day for which there is no numerically corresponding day in the Maturity Date; (vi) any Interest Period commencing less than three months prior to the Maturity Date shall end on the Maturity Date; (vii) unless the Required Lenders otherwise agree, no Interest Period longer than three months may be selected at any time when a Default or Event of Default has occurred and is continuing; (viii) if, at any time, the Borrower shall select an Interest Period longer than three months, for any loan, interest shall be payable every three months and calendar month at the end of such interest periodInterest Period shall, subject to part (iv) below, expire on the last Business Day of such calendar month; (ixd) no No Interest Period shall be selected which extends extend beyond any date upon which a scheduled repayment of Loans will be any prepayment is required to be made under Section 4.02(a) if in the Domestic Revolving Loans, unless the aggregate principal amount of Loans which Domestic Revolving Loans, as the case may be, that are not LIBOR Advances, or that have Interest Periods which will expire after such on or before the date will be in excess of the aggregate principal respective payment or prepayment, is equal to or in ex-cess of the amount of Loans then outstanding less any such principal payments or prepay-ments to be made; (e) The Interest Period for a LIBOR Advance which is converted pursuant to Section 4.09(b) shall commence on the aggregate amount date of such required repayment conversion and shall expire on such datethe date on which the Interest Periods for the LIBOR Advances of the other Lenders which were not con-verted expires; (f) No Interest Period with respect to the Loans shall extend beyond the Maturity Date; and (xg) no No more than 10 eight LIBOR Advances with different Interest Periods shall be outstanding may exist at any one time. If upon the expiration of any Interest Period applicable to a Borrowing of Loans, the Borrower has failed to elect a new Interest Period to be applicable to such Loans as provided above, the Borrower shall be deemed to have elected a three month Interest Period to be applicable to such Loans effective as of the expiration date of such current Interest Period.

Interest Periods. At the time the (a) The Borrower gives shall, in any Notice of Borrowing Borrowing, in any Competitive Bid Quote Request in respect of the making of a LIBOR Loan or of a Competitive Bid Loan or in any Loan (Notice of Conversion or Continuation in the case respect of the initial Interest Period applicable thereto) conversion into or on the third Business Day prior to the expiration continuation of an Interest Period applicable to such Loan (in the case of any subsequent Interest Period) (provided that any such notice shall be deemed to be given on a certain day only if given before 10:00 AM (New York time))LIBOR Loan, it shall have the right to elect, by giving the Administrative Agent notice thereof, select the interest period (each an “"Interest Period”") applicable to such Loan, which Interest Period shall, at the option of the Borrower, be either a three one-month, two-month, three-month or six six-month period (orfor LIBOR Loans or Competitive Bid LIBOR Loans or any period not exceeding 360 days for Competitive Bid Absolute Rate Loans, solely in respect of the Revolving Credit Facility, a one month period) (or such other period as all the Lenders may agree); provided that: (i) all Loans comprising the initial Interest Period for any LIBOR Loan, Competitive Bid Absolute Rate Loan or Competitive Bid LIBOR Loan shall commence on the date of the making of such Loan (including the date of any conversion from a Borrowing Base Rate Loan) and each Interest Period occurring thereafter shall commence on the date on which the next preceding Interest Period expires, provided that each Competitive Bid Absolute Rate Loan and Competitive Bid LIBOR Loan shall mature and be due and payable at all times have the same end of the Interest PeriodPeriod applicable thereto; (ii) subject to clause (iii) below, each if any Interest Period for any Loan after the initial would otherwise expire on a day which is not a Business Day, such Interest Period with respect thereto shall commence expire on the day on which the immediately preceding next succeeding Business Day, provided, however, that if any Interest Period applicable thereto expireswould otherwise expire on a day which is not a Business Day but is a day of the month after which no further Business Day occurs in such month, such Interest Period shall expire on the next preceding Business Day; (iii) if any Interest Period relating to a Loan begins on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period, such Interest Period shall end on the last Business Day of such calendar month; (iv) if any Interest Period would otherwise expire on a day which is not a Business Day, such Interest Period shall expire on the first succeeding Business Day; provided, however, that if any Interest Period for a Loan would otherwise expire on a day which is not a Business Day but is a day of the month after which no further Business Day occurs in such month, such Interest Period shall expire on the immediately preceding Business Day; (v) no Interest Period in respect of any Borrowing of Loans Loan shall be selected which extends extend beyond the Maturity Date; (vi) any Interest Period commencing less than three months prior to the Maturity Date shall end on the Maturity Date; (vii) unless the Required Lenders otherwise agree, no Interest Period longer than three months may be selected at any time when a Default or Event of Default has occurred and is continuing; (viii) if, at any time, the Borrower shall select an Interest Period longer than three months, for any loan, interest shall be payable every three months and at the end of such interest period; (ix) no Interest Period shall be selected which extends beyond any date upon which a scheduled repayment of Loans will be required to be made under Section 4.02(a) if the aggregate principal amount of Loans which have Interest Periods which will expire after such date will be in excess of the aggregate principal amount of Loans then outstanding less the aggregate amount of such required repayment on such date; and (xv) no more than 10 Interest Periods shall be outstanding at any time. If if upon the expiration of any Interest Period applicable to a Borrowing of LoansPeriod, the Borrower has failed to elect a new Interest Period to be applicable to such Loans the respective LIBOR Loan as provided above, the Borrower shall be deemed to have elected a three month Interest Period to be applicable to convert such LIBOR Loans into Base Rate Loans effective as of the expiration date of such current Interest Period.

Interest Periods. At the time the Borrower it gives any Notice of Borrowing or Notice of Conversion in respect of the making of of, or conversion into, any Eurodollar Loan (in the case of the initial Interest Period applicable thereto) or on the third Business Day prior to the expiration of an Interest Period applicable to such Eurodollar Loan (in the case of any subsequent Interest Period) (provided that any such notice shall be deemed to be given on a certain day only if given before 10:00 AM (New York time)), it the Borrower shall have the right to elect, by giving the Administrative Agent notice thereof, the interest period (each an “"Interest Period”") applicable to such Eurodollar Loan, which Interest Period shall, at the option of the Borrower, be a one, two, three month or six month period (orperiod, solely in respect of the Revolving Credit Facility, a one month period) (or such other period as all the Lenders may agree); provided that: (i) all Eurodollar Loans comprising a Borrowing shall at all times have the same Interest Period; (ii) subject to clause (iii) below, each the initial Interest Period for any Eurodollar Loan after shall commence on the initial date of Borrowing of such Eurodollar Loan (including the date of any conversion thereto from a Loan of a different Type) and each Interest Period with occurring thereafter in respect thereto of such Eurodollar Loan shall commence on the day on which the immediately next preceding Interest Period applicable thereto expires; (iii) if any Interest Period relating to a Eurodollar Loan begins on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period, such Interest Period shall end on the last Business Day of such calendar month; (iv) if any Interest Period would otherwise expire on a day which is not a Business Day, such Interest Period shall expire on the first next succeeding Business Day; provided, however, that if any Interest Period for a Eurodollar Loan would otherwise expire on a day which is not a Business Day but is a day of the month after which no further Business Day occurs in such month, such Interest Period shall expire on the immediately next preceding Business Day; (v) no Interest Period in respect of any Borrowing of Loans shall be selected which extends beyond the Maturity Date; (vi) any Interest Period commencing less than three months prior to the Maturity Date shall end on the Maturity Date; (vii) unless the Required Lenders Banks otherwise agreespecifically agree in writing, no Interest Period longer than three months may be selected at any time when a Default or Event of Default has occurred and is continuingthen in existence; (viii) if, at any time, the Borrower shall select an Interest Period longer than three months, for any loan, interest shall be payable every three months and at the end of such interest period; (ixvi) no Interest Period in respect of any Borrowing of any Tranche of Loans shall be selected which extends beyond the respective Maturity Date for such Tranche of Loans; and (vii) no Interest Period in respect of any Borrowing of Tranche A Term Loans or Tranche B Term Loans, as the case may be, shall be selected which extends beyond any date upon which a scheduled mandatory repayment of such Tranche of Term Loans will be required to be made under Section 4.02(a4.02(b) or (c), as the case may be, if the aggregate principal amount of Tranche A Term Loans or Tranche B Term Loans, as the case may be, which have Interest Periods which will expire after such date will be in excess of the aggregate principal amount of Tranche A Term Loans or Tranche B Term Loans, as the case may be, then outstanding less the aggregate amount of such required repayment on such date; and (x) no more than 10 Interest Periods shall be outstanding at any timeprepayment. If upon the expiration of any Interest Period applicable to a Borrowing of Eurodollar Loans, the Borrower has failed to elect elect, or is not permitted to elect, a new Interest Period to be applicable to such Eurodollar Loans as provided above, the Borrower shall be deemed to have elected a three month Interest Period to be applicable to convert such Eurodollar Loans into Base Rate Loans effective as of the expiration date of such current Interest Period.

Interest Periods. At the time the Borrower gives any Notice of Borrowing or Notice of Conversion/Continuation in respect of the making of of, or conversion into, any LIBOR Loan (in the case of the initial Interest Period applicable thereto) or prior to 12:00 Noon (New York time) on the third Business Day prior to the expiration of an Interest Period applicable to such LIBOR Loan (in the case of any subsequent Interest Period) (provided that any such notice shall be deemed to be given on a certain day only if given before 10:00 AM (New York time)), it the Borrower shall have the right to elect, by giving the Administrative Agent notice thereof, elect the interest period (each an “Interest Period”) applicable to such LIBOR Loan, which Interest Period shall, at the option of the BorrowerBorrower (but otherwise subject to the provisions of clause (B) of the proviso in each of Sections 1.01(a)(iii) and 1.01(b)(ii)), be a one, two, three month or six month period period, provided that (or, solely in respect of the Revolving Credit Facility, a one month period) (or such other period as all the Lenders may agree); provided that:each case): (i) all LIBOR Loans comprising a Borrowing shall at all times have the same Interest Period; (ii) subject to clause (iii) below, each the initial Interest Period for any LIBOR Loan after shall commence on the initial date of Borrowing of such LIBOR Loan (including the date of any conversion thereto from a Base Rate Loan) and each Interest Period with occurring thereafter in respect thereto of such LIBOR Loan shall commence on the day on which the immediately next preceding Interest Period applicable thereto expires; (iii) if any Interest Period relating to for a LIBOR Loan begins on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period, such Interest Period shall end on the last Business Day of such calendar month; (iv) if any Interest Period for a LIBOR Loan would otherwise expire on a day which is not a Business Day, such Interest Period shall expire on the first next succeeding Business Day; provided, however, that if any Interest Period for a LIBOR Loan would otherwise expire on a day which is not a Business Day but is a day of the month after which no further Business Day occurs in such month, such Interest Period shall expire on the immediately next preceding Business Day; (v) no Interest Period in respect of any Borrowing of Loans shall be selected which extends beyond the Maturity Date; (vi) any Interest Period commencing less than three months prior to the Maturity Date shall end on the Maturity Date; (vii) unless the Required Lenders otherwise agree, no Interest Period longer than three months may be selected at any time when a Default or an Event of Default has occurred and is continuingthen in existence; (viii) if, at any time, the Borrower shall select an Interest Period longer than three months, for any loan, interest shall be payable every three months and at the end of such interest period; (ixvi) no Interest Period in respect of any Borrowing of any Tranche of Loans shall be selected which extends beyond the applicable Maturity Date for such Tranche of Loans; and (vii) no Interest Period in respect of any Borrowing of Term Loans shall be selected which extends beyond any date upon which a scheduled mandatory repayment of such Term Loans will be required to be made under Section 4.02(a4.02(b) if the aggregate principal amount of such Term Loans which have Interest Periods which will expire after such date will be in excess of the aggregate principal amount of such Term Loans then outstanding less the aggregate amount of such required repayment on such date; and (x) no more than 10 Interest Periods shall be outstanding at any timerepayment. If upon by 12:00 Noon (New York time) on the third Business Day prior to the expiration of any Interest Period applicable to a Borrowing of LIBOR Loans, the Borrower has failed to elect elect, or is not permitted to elect, a new Interest Period to be applicable to such LIBOR Loans as provided above, the Borrower shall be deemed to have elected a three month Interest Period to be applicable to convert such LIBOR Loans into Base Rate Loans effective as of the expiration date of such current Interest Period.

Interest Periods. At the time the Borrower gives any Notice of Borrowing or Notice of Conversion/Continuation in respect of the making of of, or conversion into, any SOFR Loan (in the case of the initial Interest Period applicable thereto) or prior to 12:00 Noon (New York City time) on the third Business Day (or such shorter period as the Administrative Agent shall agree in its sole and absolute discretion) prior to the expiration of an Interest Period applicable to such SOFR Loan (in the case of any subsequent Interest Period) (provided that any such notice shall be deemed to be given on a certain day only if given before 10:00 AM (New York time)), it the Borrower shall have the right to electelect the Interest Period (each, by giving the Administrative Agent notice thereof, the interest period (each an “Interest Period”) applicable to such SOFR Loan, which Interest Period shall, at the option of the Borrower, Borrower be a one (1), three month (3) or six month (6)-month period (orin each case, solely in respect of subject to the Revolving Credit Facility, a one month period) (or such other period as all the Lenders may agreeavailability thereof); provided that:that (in each case): (i) all SOFR Loans comprising a Borrowing shall at all times have the same Interest Period; (ii) subject to clause (iii) below, each the initial Interest Period for any SOFR Loan after shall commence on the initial date of Borrowing of such SOFR Loan (including, in the case of SOFR Loans, the date of any conversion thereto from a Borrowing of Base Rate Loans) and each Interest Period with occurring thereafter in respect thereto of such SOFR Loan shall commence on the day on which the immediately next preceding Interest Period applicable thereto expires; (iii) if any Interest Period relating to for a SOFR Loan begins on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period, such Interest Period shall end on the last Business Day of such calendar month; (iv) if any Interest Period for a SOFR Loan would otherwise expire on a day which is not a Business Day, such Interest Period shall expire on the first next succeeding Business Day; provided, however, that if any Interest Period for a SOFR Loan would otherwise expire on a day which is not a Business Day but is a day of the month after which no further Business Day occurs in such month, such Interest Period shall expire on the immediately next preceding Business Day; (v) with respect to Term Loans, unless the Required Term Lenders otherwise agree, no Interest Period for a Term Loan that is a SOFR Loan may be selected at any time when an Event of Default pursuant to Section 11.01(a) or 11.01(e) is then in existence; (vi) with respect to Revolving Loans, unless the Required Revolving Lenders otherwise agree, no Interest Period for a Revolving Loan that is a SOFR Loan may be selected at any time when an Event of Default pursuant to Section 11.01(a) or 11.01(e) is then in existence; (vii) no Interest Period in respect of any Borrowing of any Tranche of Loans shall be selected which extends beyond the Maturity Date; (vi) any Interest Period commencing less than three months prior to the Maturity Date shall end on the Maturity Date; (vii) unless the Required Lenders otherwise agree, no Interest Period longer than three months may be selected at any time when a Default or Event of Default has occurred and is continuing;therefor; and (viii) if, at any time, all Term B-3 Loans made pursuant to Section 2.01(a) and those converted from Term B-2 Loans shall have the Borrower shall select an same initial Interest Period longer than three months, as in effect for any loan, interest shall be payable every three months the Converted Term B-3 Loans on the Amendment and at the end of such interest period;Restatement Effective Date.; and (ix) no all Term B-4 Loans made pursuant to Section 2.01(f) and those converted from Term B-3 Loans shall have the same initial Interest Period shall be selected which extends beyond any date upon which a scheduled repayment of as in effect for the Converted Term B-4 Loans will be required to be made under Section 4.02(a) if on the aggregate principal amount of Loans which have Interest Periods which will expire after such date will be in excess of the aggregate principal amount of Loans then outstanding less the aggregate amount of such required repayment on such date; and (x) no more than 10 Interest Periods shall be outstanding at any timeAmendment No. If upon the expiration of any Interest Period applicable to a Borrowing of Loans, the Borrower has failed to elect a new Interest Period to be applicable to such Loans as provided above, the Borrower shall be deemed to have elected a three month Interest Period to be applicable to such Loans effective as of the expiration date of such current Interest Period.2

Interest Periods. At the time the Borrower gives any Notice of Borrowing or Notice of Conversion/Continuation in respect of the making of of, or conversion into, any SOFR Loan (in the case of the initial Interest Period applicable thereto) or prior to 12:00 Noon (New York City time) on the third Business Day (or such shorter period as the Administrative Agent shall agree in its sole and absolute discretion) prior to the expiration of an Interest Period applicable to such SOFR Loan (in the case of any subsequent Interest Period) (provided that any such notice shall be deemed to be given on a certain day only if given before 10:00 AM (New York time)), it the Borrower shall have the right to electelect the Interest Period (each, by giving the Administrative Agent notice thereof, the interest period (each an “Interest Period”) applicable to such SOFR Loan, which Interest Period shall, at the option of the Borrower, Borrower be a one (1), three month (3) or six month (6)-month period (orin each case, solely in respect of subject to the Revolving Credit Facility, a one month period) (or such other period as all the Lenders may agreeavailability thereof); provided that:that (in each case): (i) all SOFR Loans comprising a Borrowing shall at all times have the same Interest Period; (ii) subject to clause (iii) below, each the initial Interest Period for any SOFR Loan after shall commence on the initial date of Borrowing of such SOFR Loan (including, in the case of SOFR Loans, the date of any conversion thereto from a Borrowing of Base Rate Loans) and each Interest Period with occurring thereafter in respect thereto of such SOFR Loan shall commence on the day on which the immediately next preceding Interest Period applicable thereto expires; (iii) if any Interest Period relating to for a SOFR Loan begins on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period, such Interest Period shall end on the last Business Day of such calendar month; (iv) if any Interest Period for a SOFR Loan would otherwise expire on a day which is not a Business Day, such Interest Period shall expire on the first next succeeding Business Day; provided, however, that if any Interest Period for a SOFR Loan would otherwise expire on a day which is not a Business Day but is a day of the month after which no further Business Day occurs in such month, such Interest Period shall expire on the immediately next preceding Business Day; (v) with respect to Term Loans, unless the Required Term Lenders otherwise agree, no Interest Period for a Term Loan that is a SOFR Loan may be selected at any time when an Event of Default pursuant to Section 11.01(a) or 11.01(e) is then in existence; (vi) with respect to Revolving Loans, unless the Required Revolving Lenders otherwise agree, no Interest Period for a Revolving Loan that is a SOFR Loan may be selected at any time when an Event of Default pursuant to Section 11.01(a) or 11.01(e) is then in existence; (vii) no Interest Period in respect of any Borrowing of any Tranche of Loans shall be selected which extends beyond the Maturity Date; (vi) any Interest Period commencing less than three months prior to the Maturity Date shall end on the Maturity Date; (vii) unless the Required Lenders otherwise agree, no Interest Period longer than three months may be selected at any time when a Default or Event of Default has occurred and is continuingtherefor; (viii) if, at any time, all Term B-3 Loans made pursuant to Section 2.01(a) and those converted from Term B-2 Loans shall have the Borrower shall select an same initial Interest Period longer than three monthsas in effect for the Converted Term B-3 Loans on the Amendment and Restatement Effective Date; and (ix) all Term B-4 Loans made pursuant to Section 2.01(f) and those converted from Term B-3 Loans shall have the same initial Interest Period as in effect for the Converted Term B-4 Loans on the Amendment No. 2 Effective Date. With respect to any SOFR Loans, for any loan, interest shall be payable every three months and at the end of such interest period; (ix) no any Interest Period shall be selected which extends beyond any date upon which applicable to a scheduled repayment Borrowing thereof, the Borrower may elect to split the respective Borrowing of Loans will be required to be made a single Type under Section 4.02(a) if a single Tranche into two or more Borrowings of different Types under such Tranche or combine two or more Borrowings under a single Tranche into a single Borrowing of the aggregate principal amount same Type under such Tranche, in each case, by the Borrower giving notice thereof together with its election of Loans which have one or more Interest Periods which will expire after such date will be applicable thereto, in excess of the aggregate principal amount of Loans then outstanding less the aggregate amount of such required repayment on such date; and each case so long as each resulting Borrowing (x) no more has an Interest Period which complies with the foregoing requirements of this Section 2.09, (y) has a principal amount which is not less than 10 Interest Periods shall be outstanding at any timethe Minimum Borrowing Amount applicable to Borrowings of the respective Type and Tranche, and (z) does not cause a violation of the requirements of Section 2.02. If upon by 12:00 Noon (New York City time) on the third Business Day (or such shorter period as the Administrative Agent shall agree in its sole and absolute discretion) prior to the expiration of any Interest Period applicable to a Borrowing of SOFR Loans, the Borrower has failed to elect elect, or is not permitted to elect, a new Interest Period to be applicable to such Loans as provided aboveAdjusted Term SOFR, the Borrower shall be deemed to have elected in the case of SOFR Loans, SOFR Loans with a three one (1) month Interest Period with such conversion or continuation to be applicable to such Loans effective as of the expiration date of such current Interest Period.

Interest Periods. At the time the Borrower gives any Notice of Borrowing or Notice of Conversion in respect of the making of of, or conversion into, any Eurodollar Loan (in the case of the initial Interest Period applicable thereto) or prior to 10:00 A.M. on the third Business Day prior to the expiration of an Interest Period applicable to such Eurodollar Loan (in the case of any subsequent Interest Period) (provided that any such notice shall be deemed to be given on a certain day only if given before 10:00 AM (New York time)), it the Borrower shall have the right to elect, by giving the Administrative Agent notice thereof, the interest period (each an “"Interest Period”") applicable to such Eurodollar Loan, which Interest Period shall, at the option of the Borrower, be a one, two, three month or six month period period, provided that (or, solely in respect of the Revolving Credit Facility, a one month period) (or such other period as all the Lenders may agree); provided that:each case): (ia) all Eurodollar Loans comprising a Borrowing shall at all times have the same Interest Period; (iib) subject to clause (iii) below, each the initial Interest Period for any Eurodollar Loan after shall commence on the initial date of Borrowing of such Eurodollar Loan (including the date of any conversion thereto from a Base Rate Loan) and each Interest Period with occurring thereafter in infoUSA Amended and Restated Credit Agreement respect thereto of such Eurodollar Loan shall commence on the day on which the immediately next preceding Interest Period applicable thereto expires; (iiic) if any Interest Period relating to for a Eurodollar Loan begins on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period, such Interest Period shall end on the last Business Day of such calendar month; (ivd) if any Interest Period for a Eurodollar Loan would otherwise expire on a day which is not a Business Day, such Interest Period shall expire on the first next succeeding Business Day; provided, however, that if any Interest Period for a Eurodollar Loan would otherwise expire on a day which is not a Business Day but is a day of the month after which no further Business Day occurs in such month, such Interest Period shall expire on the immediately next preceding Business Day; (v) no Interest Period in respect of any Borrowing of Loans shall be selected which extends beyond the Maturity Date; (vi) any Interest Period commencing less than three months prior to the Maturity Date shall end on the Maturity Date; (viie) unless the Required Lenders otherwise agree, no Interest Period longer than three months may be selected at any time when a Default or an Event of Default has occurred and is continuingthen in existence; (viii) if, at any time, the Borrower shall select an Interest Period longer than three months, for any loan, interest shall be payable every three months and at the end of such interest period; (ixf) no Interest Period in respect of any Borrowing of any Tranche of Loans shall be selected which extends beyond the Maturity Date for such Tranche of Loans; and (g) no Interest Period in respect of any Borrowing of Term Loans shall be selected which extends beyond any date upon which a scheduled mandatory repayment of Term Loans will be required to be made under Section 4.02(a) 5.2(a), as the case may be, if the aggregate principal amount of Term Loans which have Interest Periods which will expire after such date will be in excess of the aggregate principal amount of Term Loans then outstanding less the aggregate amount of such required repayment on such date; and (x) no more than 10 Interest Periods shall be outstanding at any timerepayment. If upon the expiration of any Interest Period applicable to a Borrowing of Eurodollar Loans, the Borrower has failed to elect elect, or is not permitted to elect, a new Interest Period to be applicable to such Eurodollar Loans as provided above, the Borrower shall be deemed to have elected a three month Interest Period to be applicable to convert such Eurodollar Loans into Base Rate Loans effective as of the expiration date of such current Interest Period.

Interest Periods. At the time the Borrower gives any a Notice of ---------------- Borrowing or Notice of Conversion in respect of the making of, or conversion into, a Borrowing of any Loan Eurodollar Loans (in the case of the initial Interest Period applicable thereto) or prior to 12:00 Noon (New York time) on the third Business Day prior to the expiration of an Interest Period applicable to such Loan a Borrowing of Eurodollar Loans (in the case of any subsequent Interest Period) (provided that any such notice shall be deemed to be given on a certain day only if given before 10:00 AM (New York time)), it the Borrower shall have the right to elect, elect by giving the Administrative Agent written notice thereof, (or telephonic notice promptly confirmed in writing) of the interest period (each an “Interest Period”) Period applicable to such LoanBorrowing, which Interest Period shall, at the option of the BorrowerBorrower (but otherwise subject to clause (y) of the proviso to Sections 1.01(a)(iii) and 1.01(b)(ii) and to clause (iii) of the proviso to Section 1.06), be a three month or one, two, three, six month period (or, solely in respect of to the Revolving Credit Facilityextent available to each Bank with outstanding Loans and/or Commitments under the respective Tranche, a one nine or twelve month period) (or such other period as all . Notwithstanding anything to the Lenders may agree); provided thatcontrary contained above: (i) all Eurodollar Loans comprising a Borrowing shall at all times have the same Interest Period; (ii) subject to clause (iii) below, each the initial Interest Period for any Loan after Borrowing of Eurodollar Loans shall commence on the initial date of such Borrowing (including the date of any conversion from a Borrowing of Base Rate Loans) and each Interest Period with occurring thereafter in respect thereto of such Borrowing shall commence on the day on which the immediately next preceding Interest Period applicable thereto expires; (iii) if any Interest Period relating to a Loan for any Borrowing of Eurodollar Loans begins on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period, such Interest Period shall end on the last Business Day of such calendar month; (iv) if any Interest Period would otherwise expire on a day which is not a Business Day, such Interest Period shall expire on the first next succeeding Business Day; , provided, however, that if any Interest Period for a Loan any -------- Borrowing of Eurodollar Loans would otherwise expire on a day which is not a Business Day but is a day of the month after which no further Business Day occurs in such month, such Interest Period shall expire on the immediately next preceding Business Day; (v) no Interest Period in respect of any for a Borrowing of Loans under a Tranche shall be selected which extends would extend beyond the respective Maturity DateDate for such Tranche; (vi) any Interest Period commencing less than three months prior to the Maturity Date shall end on the Maturity Date; (vii) unless the Required Lenders otherwise agree, no Interest Period longer than three months may be selected elected at any time when a Default or an Event of Default has occurred and is continuing;then in existence; and (viii) if, at any time, the Borrower shall select an Interest Period longer than three months, for any loan, interest shall be payable every three months and at the end of such interest period; (ixvii) no Interest Period in respect of any Borrowing of Tranche A Term Loans or Tranche B Term Loans shall be selected elected which extends beyond any date upon which a scheduled repayment Scheduled Repayment of such Tranche of Term Loans will be required to be made under Section 4.02(a4.02(b) if if, after giving effect to the election of such Interest Period, the aggregate principal amount of such Tranche A Term Loans or Tranche B Term Loans, as the case may be, which have Interest Periods which will expire after such date will be in excess of the aggregate principal amount of such Tranche A Term Loans or Tranche B Term Loans, as the case may be, then outstanding less the aggregate amount of such required repayment on such date; and (x) no more than 10 Interest Periods shall be outstanding at any timeScheduled Repayment. If upon the expiration of any Interest Period applicable to a Borrowing of Eurodollar Loans, the Borrower has failed to elect elect, or is not permitted to elect, a new Interest Period to be applicable to such the respective Borrowing of Eurodollar Loans as provided above, the Borrower shall be deemed to have elected to convert such Borrowing into a three month Interest Period to be applicable to such Borrowing of Base Rate Loans effective as of the expiration date of such current Interest Period.

Interest Periods. At the time the Borrower gives any Notice of Borrowing in respect of the making of any Loan (in the case of the initial Interest Period applicable thereto) or prior to 11:00 a.m. (New York time) on the third Business Day prior to the expiration of an Interest Period applicable to such Loan (in the case of any subsequent Interest Period) (provided that any such notice shall be deemed to be given on a certain day only if given before 10:00 AM (New York time)), it the Borrower shall have the right to elect, by giving having an Authorized Representative of the Borrower give the Administrative Agent notice thereof, the interest period (each an “Interest Period”) applicable to such Loan, which Interest Period shall, at the option of the Borrower, be a three one-, three- or six-month or six period, with additional periods available with the consent of the Administrative Agent and the Lenders (it being understood, that (i) if the Borrower fails to select an Interest Period, then that Interest Period will be one month and (ii) during the one-month period (orpreceding the Extended Commitment Maturity Date, solely in respect the Borrower, with the consent of the Revolving Credit FacilityAdministrative Agent, a may select an Interest Period of less than one month period) (or so long as such other period as all Interest Period ends no later than the Lenders may agreeExtended Commitment Maturity Date); provided that: (i) all Loans comprising a Borrowing shall at all times have the same Interest Period; (ii) subject to clause (iii) below, each the initial Interest Period for any Loan after the initial Interest Period with respect thereto shall commence on the date of Borrowing of such Loan and each Interest Period occurring thereafter in respect of such Loan shall commence on the day immediately following the day on which the immediately preceding Interest Period applicable thereto expires; (iii) if any Interest Period relating to for a Loan begins on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period, such Interest Period shall end on the last Business Day of such calendar month; (iv) if any Interest Period would otherwise expire on a day which is not a Business Day, such Interest Period shall expire on the first succeeding Business Day; provided, however, that if any Interest Period for a Loan would otherwise expire on a day which is not a Business Day but is a day of the month after which no further Business Day occurs in such month, such Interest Period shall expire on the immediately preceding Business Day; (v) no Interest Period longer than three months may be selected at any time when a Default or an Event of Default is then in existence; (vi) no Interest Period in respect of any Borrowing of Loans shall be selected which extends beyond the Extended Commitment Maturity Date; (vi) any Interest Period commencing less than three months prior to the Maturity Date shall end on the Maturity Date;; and (vii) unless the Required Lenders otherwise agree, no Interest Period longer than three months may be selected at any time when a Default or Event selection of Default has occurred and is continuing; (viii) if, at any time, the Borrower shall select an Interest Period longer than three months, for any loan, interest shall be payable every three months and at the end of such interest period; (ix) no Interest Period shall be selected which extends beyond any date upon which a scheduled repayment of Loans will be required to be made under Section 4.02(a) if the aggregate principal amount of Loans which have Interest Periods which will expire after such date will be in excess of the aggregate principal amount of Loans then outstanding less the aggregate amount of such required repayment on such date; and (x) no more than 10 Interest Periods shall be outstanding at any time. If upon subject to the expiration provisions of any Interest Period applicable to a Borrowing of Loans, the Borrower has failed to elect a new Interest Period to be applicable to such Loans as provided above, the Borrower shall be deemed to have elected a three month Interest Period to be applicable to such Loans effective as of the expiration date of such current Interest PeriodSection 2.02.

Interest Periods. At the time the Borrower gives any Notice In connection with each Eurodollar Rate Loan of Borrowing in respect of the making of any Loan (in the case of the initial Interest Period applicable thereto) or on the third Business Day prior to the expiration of an Interest Period applicable to such Loan (in the case of any subsequent Interest Period) (provided that any such notice shall be deemed to be given on a certain day only if given before 10:00 AM (New York time)), it shall have the right to electCompany, by giving the Administrative Agent notice thereofas set forth in subsections 2.1B or 2.2D, the Company shall elect an interest period (each an “"Interest Period”") to be applicable to such Eurodollar Rate Loan, which Interest Period shall, at the option of the Borrower, shall be a one, two, three month or six month period (or, solely in respect of the Revolving Credit Facility, a one month period) (or such other period as all the Lenders may agree); provided that: (i) all Loans comprising a Borrowing the Interest Period for any Loan shall at all times have commence on the same Interest Perioddate of such Loan; (ii) subject to clause (iii) belowin the case of immediately successive Interest Periods, each successive Interest Period for any Loan after the initial Interest Period with respect thereto shall commence on the day on which the immediately next preceding Interest Period applicable thereto expires; (iii) if any Interest Period relating to a Loan begins on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period, such Interest Period shall end on the last Business Day of such calendar month; (iv) if any an Interest Period would otherwise expire on a day which that is not a Business Day, such Interest Period shall expire on the first next succeeding Business Day; provided, however, provided that if any Interest Period for in respect of a Eurodollar Rate Loan would otherwise expire on a day which that is not a Business Day but is a day of the month after which no further Business Day occurs in such month, such Interest Period shall expire on the immediately next preceding Business Day; (iv) any Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall, subject to part (v) below, end on the last Business Day of a calendar month; (v) no Interest Period in with respect of to any Borrowing of Loans Loan shall be selected which extends extend beyond the Maturity Date; (vi) any no Interest Period commencing less than three months prior may extend beyond a date on which Company is required to the Maturity Date shall end make a prepayment of principal on the Maturity DateLoans unless the aggregate principal amount of Base Rate Loans and Eurodollar Rate Loans with Interest Periods expiring on or before such date equals or exceeds the principal amount required to be paid on the Loans on such date; (vii) unless the Required Lenders otherwise agree, no Interest Period longer than three months may be selected at any time when for a Default or Event Loan that is converted pursuant to subsection 2.6D shall commence on the date of Default has occurred such conversion and is continuing;shall expire on the date on which the Interest Period for the Loans of the other Lenders that were not converted expires; and (viii) if, at any time, the Borrower shall select an Interest Period longer than three months, for any loan, interest shall be payable every three months and at the end of such interest period; (ix) no Interest Period shall be selected which extends beyond any date upon which a scheduled repayment of Loans will be required to be made under Section 4.02(a) if the aggregate principal amount of Loans which have Interest Periods which will expire after such date will be in excess of the aggregate principal amount of Loans then outstanding less the aggregate amount of such required repayment on such date; and (x) no more than 10 Interest Periods there shall be outstanding at any time. If upon the expiration of any time no more than twenty-four (24) Interest Period applicable Periods relating to a Borrowing of Eurodollar Rate Loans, the Borrower has failed to elect a new Interest Period to be applicable to such Loans as provided above, the Borrower shall be deemed to have elected a three month Interest Period to be applicable to such Loans effective as of the expiration date of such current Interest Period.

Interest Periods. At (a) During the time Construction Period for a Project, (i) all Loans for such Project shall be LIBOR Rate Loans, (ii) each Interest Period for any LIBOR Loan for such Project shall be the calendar month and (iii) the Adjusted LIBOR Rate applicable to all LIBOR Loans for such Project which are outstanding during such Interest Period (whether previously incurred or incurred during such Interest Period) shall be determined prior to the commencement of such Interest Period in accordance with the definition of the term Adjusted LIBOR Rate. (b) During the MP-12 Period for a Project, subject to the conditions set forth herein, the Borrower gives any Notice of Borrowing in respect shall have the right, upon not less than three Business Days' written notice to the Administrative Agent, to elect whether the Loans shall be Prime Rate Loans or LIBOR Rate Loans and the duration of the making Interest Period for LIBOR Rate Loans. At all times during the MP-12 Period for a Project, the LIBOR Rate Loans for such Project shall have an Interest Period of any Loan one, two, three, six or (SUBJECT to approval by all of the Lenders, based on market conditions in the Eurodollar market) 12 months duration, as elected by the Borrower. The Borrower may, from time to time, elect an Interest Period by giving the Administrative Agent written or telephonic notice (in the case of telephonic notice, promptly confirmed in writing if so requested by the initial Administrative Agent) of the Interest Period applicable theretoso elected for such Loans, which notice must be given not later than 11:00 A.M. (local time at the Notice Office) or on the third Business Day prior to the expiration commencement of such Interest Period so elected. The initial Interest Period of the MP-12 Period for a Project for any LIBOR Rate Loans shall commence on the date such MP-12 Period commences or on such later date permitted hereunder if the Borrower initially elects Prime Rate Loans in accordance with the provisions set forth herein. In the event that the Borrower fails to elect a Type for the Loans or the duration of the Interest Period for LIBOR Rate Loans in accordance with the provisions set forth herein, the Borrower shall be deemed to have selected LIBOR Rate Loans and an Interest Period applicable of one month; provided, however, in no event shall LIBOR Rate Loans be permitted if the Interest Period would end after the expiration of the MP-12 Period for such Project. (c) During the MP-36 Period for a Project, subject to the conditions set forth herein, the Borrower shall have the right, upon not less than three Business Days' written notice to the Administrative Agent, to elect whether the Loans shall be Prime Rate Loans or LIBOR Rate Loans and the duration of the Interest Period for LIBOR Rate Loans. At all times during the MP-36 Period for a Project, the LIBOR Rate Loans for such Loan Project shall have an Interest Period of one, two or three months duration, as elected by the Borrower; provided, however, once the Borrower elects the duration of the Interest Period for LIBOR Rate Loans during the MP-36 Period, the Borrower may not thereafter elect any other duration. Prior to the expiration of the MP-12 Period for a Project or thereafter if the Borrower has initially elected Prime Rate Loans for the MP-36 Period, the Borrower shall elect an Interest Period by giving the Administrative Agent written or telephonic notice (in the case of any subsequent telephonic notice, promptly confirmed in writing if so requested by the Administrative Agent) of the Interest Period) (provided that any Period so elected for such Loans, which notice shall be deemed to must be given not later than 11:00 A.M. (local time at the Notice Office) on a certain day only if given before 10:00 AM (New York time)), it shall have the right third Business Day prior to elect, by giving the Administrative Agent notice thereof, commencement of the interest period (each an “Interest Period”) applicable to first such Loan, which Interest Period shall, at the option so elected. The initial Interest Period of the Borrower, be MP-36 Period for a three month or six month period (or, solely in respect of Project for any LIBOR Rate Loan shall commence on the Revolving Credit Facility, date such MP-36 Period for a one month period) (Project commences or such other period as all later date permitted hereunder if the Lenders may agree); provided that: (i) all Loans comprising Borrower initially elects Prime Rate Loans, and, unless converted to a Borrowing shall at all times have Prime Rate Loan in accordance with the same Interest Period; (ii) subject to clause (iii) belowprovisions set forth herein, each Interest Period for any Loan after occurring thereafter shall be of the initial Interest Period with respect thereto same duration and shall commence on the day on which the immediately next preceding Interest Period applicable thereto expires; (iii) if any Interest Period relating . In the event that the Borrower fails to elect a Loan begins on a day Type for which there is no numerically corresponding day in the calendar month at Loans or the end duration of such Interest Period, such Interest Period shall end on the last Business Day of such calendar month; (iv) if any Interest Period would otherwise expire on a day which is not a Business Day, such Interest Period shall expire on the first succeeding Business Day; provided, however, that if any Interest Period for a Loan would otherwise expire on a day which is not a Business Day but is a day of LIBOR Rate Loans in accordance with the month after which no further Business Day occurs in such month, such Interest Period shall expire on the immediately preceding Business Day; (v) no Interest Period in respect of any Borrowing of Loans shall be selected which extends beyond the Maturity Date; (vi) any Interest Period commencing less than three months prior to the Maturity Date shall end on the Maturity Date; (vii) unless the Required Lenders otherwise agree, no Interest Period longer than three months may be selected at any time when a Default or Event of Default has occurred and is continuing; (viii) if, at any time, the Borrower shall select an Interest Period longer than three months, for any loan, interest shall be payable every three months and at the end of such interest period; (ix) no Interest Period shall be selected which extends beyond any date upon which a scheduled repayment of Loans will be required to be made under Section 4.02(a) if the aggregate principal amount of Loans which have Interest Periods which will expire after such date will be in excess of the aggregate principal amount of Loans then outstanding less the aggregate amount of such required repayment on such date; and (x) no more than 10 Interest Periods shall be outstanding at any time. If upon the expiration of any Interest Period applicable to a Borrowing of Loans, the Borrower has failed to elect a new Interest Period to be applicable to such Loans as provided aboveprovisions set forth herein, the Borrower shall be deemed to have elected a three month selected LIBOR Rate Loans and an Interest Period to of one month; provided, however, in no event shall LIBOR Rate Loans be permitted if the Interest Period would end after the expiration of the MP-36 Period for such Project. (d) During the Construction Period and during the Mini-Perm Period, all Loans for a Project shall be of the same Type. During the Mini-Perm Period for a Project, the Adjusted LIBOR Rate applicable to all LIBOR Loans for such Loans effective as Project which are outstanding during an Interest Period shall be determined prior to the commencement of such Interest Period in accordance with the definition of the expiration term Adjusted LIBOR Rate. Notwithstanding anything to the contrary contained herein the last Interest Period for a LIBOR Rate Loan shall end not later than the maturity date for such Loan. The Administrative Agent shall promptly advise the Lenders of such current all pertinent information regarding the election of interest rate options and Interest PeriodPeriods referred to herein.

Interest Periods. At the time the Borrower it gives any Notice of Borrowing or Notice of Conversion in respect of the making of of, or conversion into, any Eurodollar Loan (in the case of the initial Interest Period applicable thereto) or on the third Business Day prior to the expiration of an Interest Period applicable to such Eurodollar Loan (in the case of any subsequent Interest Period) (provided that any such notice shall be deemed to be given on a certain day only if given before 10:00 AM (New York time)), it the Borrower shall have the right to elect, by giving the Administrative Agent notice thereof, the interest period (each an “Interest Period”) applicable to such Eurodollar Loan, which Interest Period shall, at the option of the Borrower, be a one, two, three month or six month period (or, solely in respect of to the Revolving Credit Facilityextent agreed to by all Lenders under the applicable Tranche, a one nine or twelve month period) (or such other period as all the Lenders may agree); , provided that: (i) all Eurodollar Loans comprising a Borrowing shall at all times have the same Interest Period; (ii) subject to clause (iii) below, each the initial Interest Period for any Eurodollar Loan after shall commence on the initial date of Borrowing of such Eurodollar Loan (including the date of any conversion thereto from a Loan of a different Type) and each Interest Period with occurring thereafter in respect thereto of such Eurodollar Loan shall commence on the day on which the immediately next preceding Interest Period applicable thereto expires; (iii) if any Interest Period relating to a Eurodollar Loan begins on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period, such Interest Period shall end on the last Business Day of such calendar month; (iv) if any Interest Period would otherwise expire on a day which is not a Business Day, such Interest Period shall expire on the first next succeeding Business Day; provided, however, that if any Interest Period for a Eurodollar Loan would otherwise expire on a day which is not a Business Day but is a day of the month after which no further Business Day occurs in such month, such Interest Period shall expire on the immediately next preceding Business Day; (v) no Interest Period in respect of any Borrowing of Loans shall be selected which extends beyond the Maturity Date; (vi) any Interest Period commencing less than three months prior to the Maturity Date shall end on the Maturity Date; (vii) unless the Required Lenders otherwise agree, no Interest Period longer than three months may be selected at any time when a Default or Event of Default has occurred and is continuingthen in existence; (viii) if, at any time, the Borrower shall select an Interest Period longer than three months, for any loan, interest shall be payable every three months and at the end of such interest period; (ixvi) no Interest Period in respect of any Borrowing of Loans of a Tranche shall be selected which extends beyond the Maturity Date for such Tranche; (vii) no Interest Period in respect of any Borrowing under a Tranche shall be selected which extends beyond any date upon which a scheduled mandatory repayment of Loans under such Tranche will be required to be made under Section 4.02(a4.02(b) if if, after giving effect to the selection of such Interest Period, the aggregate principal amount of Loans of such Tranche which have Interest Periods which will expire after such date will be in excess of the aggregate principal amount of Loans under such Tranche then outstanding less the aggregate amount of such required repayment on such daterepayment; and (xviii) no more Interest Period other than 10 a one month Interest Periods shall Period may be selected prior to the Syndication Termination Date, and such an Interest Period may only be selected so long as all outstanding at any timeLoans that are maintained as Eurodollar Loans are subject to the same one month Interest Period which begins and ends on the same day. If upon the expiration of any Interest Period applicable to a Borrowing of Eurodollar Loans, the Borrower has failed to elect elect, or is not permitted to elect, a new Interest Period to be applicable to such Eurodollar Loans as provided above, the Borrower shall be deemed to have elected a three month Interest Period to be applicable to convert such Eurodollar Loans into Base Rate Loans effective as of the expiration date of such current Interest Period.

Interest Periods. At the time the Borrower it gives any Notice of Borrowing or Notice of Conversion in respect of the making of of, or conversion into, any Eurodollar Loan (in the case of the initial Interest Period applicable thereto) or on the third Business Day prior to the expiration of an Interest Period applicable to such Eurodollar Loan (in the case of any subsequent Interest Period) (provided that any such notice shall be deemed to be given on a certain day only if given before 10:00 AM (New York time)), it the Borrower shall have the right to elect, by giving the Administrative Agent notice thereof, the interest period (each an “"Interest Period”") applicable to such Eurodollar Loan, which Interest Period shall, at the option of the Borrower, be a one, two, three month or six month period (or, solely in respect of the Revolving Credit Facility, a one six-month period) (or such other period as all the Lenders may agree); , provided that: (i) all Eurodollar Loans comprising a Borrowing shall at all times have the same Interest Period; (ii) subject to clause (iii) below, each the initial Interest Period for any Eurodollar Loan after shall commence on the initial date of Borrowing of such Eurodollar Loan (including the date of any conversion thereto from a Loan of a different Type) and each Interest Period with occurring thereafter in respect thereto of such Eurodollar Loan shall commence on the day on which the immediately next preceding Interest Period applicable thereto expires; (iii) if any Interest Period relating to a Eurodollar Loan begins on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period, such Interest Period shall end on the last Business Day of such calendar month; (iv) if any Interest Period would otherwise expire on a day which is not a Business Day, such Interest Period shall expire on the first next succeeding Business Day; providedPROVIDED, howeverHOWEVER, that if any Interest Period for a Eurodollar Loan would otherwise expire on a day which is not a Business Day but is a day of the month after which no further Business Day occurs in such month, such Interest Period shall expire on the immediately next preceding Business Day; (v) no Interest Period in respect of any Borrowing of Loans shall be selected which extends beyond the Maturity Date; (vi) any Interest Period commencing less than three months prior to the Maturity Date shall end on the Maturity Date; (vii) unless the Required Lenders otherwise agree, no Interest Period longer than three months may be selected at any time when a Default or Event of Default has occurred and is continuingthen in existence; (vi) no Interest Period in respect of any Borrowing of A Term Loans shall be selected which extends beyond the A Term Maturity Date; (vii) no Interest Period in respect of any Borrowing of B Term Loans shall be selected which extends beyond the B Term Maturity Date; (viii) if, at any time, the Borrower shall select an no Interest Period longer than three months, for in respect of any loan, interest Borrowing of C Term Loans shall be payable every three months and at selected which extends beyond the end of such interest periodC Term Maturity Date; (ix) no Interest Period in respect of any Borrowing of Revolving Loans shall be selected which extends beyond the Revolving Loan Maturity Date; and (x) no Interest Period in respect of any Borrowing of any Tranche of Term Loans shall be selected which extends beyond any date upon which a scheduled mandatory repayment of such Tranche of Term Loans will be required to be made under Section 4.02(a4.02(A)(b), (c) if or (d) if, after giving effect to the selection of such Interest Period, the aggregate principal amount of Term Loans of such Tranche which have Interest Periods which will expire after such date will be in excess of the aggregate principal amount of Term Loans then outstanding less the aggregate amount of such required repayment on such date; and (x) no more than 10 Interest Periods shall be outstanding at any timerepayment. If upon the expiration of any Interest Period applicable to a Borrowing of Eurodollar Loans, the Borrower has failed to elect elect, or is not permitted to elect, a new Interest Period to be applicable to such Eurodollar Loans as provided above, the Borrower shall be deemed to have elected a three month Interest Period to be applicable to convert such Eurodollar Loans into Base Rate Loans effective as of the expiration date of such current Interest Period.

Interest Periods. At the time the Borrower gives any a Notice of Borrowing or Notice of Conversion/Continuation in respect of the making of, or conversion into, a Borrowing of any Loan Eurodollar Loans (in the case of the initial Interest Period applicable thereto) or prior to 12:00 Noon (New York time) on the third Business Day prior to the expiration of an Interest Period applicable to such Loan a Borrowing of Eurodollar Loans (in the case of any subsequent Interest Period) (provided that any such notice shall be deemed to be given on a certain day only if given before 10:00 AM (New York time)), it the Borrower shall have the right to elect, elect by giving the Administrative Agent written notice thereof, (or telephonic notice promptly confirmed in writing) of the interest period (each an “Interest Period”) Period applicable to such LoanBorrowing, which Interest Period shall, at the option of the BorrowerBorrower (but otherwise subject to clause (y) of the proviso to Sections 1.01(a)(iii) and 1.01(b)(ii) and to clause (iii) of the proviso to Section 1.06), be a three month or one, two, three, six month period (or, solely in respect of to the Revolving Credit Facilityextent available to each Lender with outstanding Loans and/or Commitments under the respective Tranche, a one nine or twelve month period) (or such other period as all . Notwithstanding anything to the Lenders may agree); provided thatcontrary contained above: (i) all Eurodollar Loans comprising a Borrowing shall at all times have the same Interest Period; (ii) subject to clause (iii) below, each the initial Interest Period for any Loan after Borrowing of Eurodollar Loans shall commence on the initial date of such Borrowing (including the date of any conversion from a Borrowing of Base Rate Loans) and each Interest Period with occurring thereafter in respect thereto of such Borrowing shall commence on the day on which the immediately next preceding Interest Period applicable thereto expires; (iii) if any Interest Period relating to a Loan for any Borrowing of Eurodollar Loans begins on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period, such Interest Period shall end on the last Business Day of such calendar month; (iv) if any Interest Period would otherwise expire on a day which is not a Business Day, such Interest Period shall expire on the first next succeeding Business Day; , provided, however, that if any Interest Period for a Loan any Borrowing of Eurodollar Loans would otherwise expire on a day which is not a Business Day but is a day of the month after which no further Business Day occurs in such month, such Interest Period shall expire on the immediately next preceding Business Day; (v) no Interest Period in respect of any for a Borrowing of Loans under a Tranche shall be selected which extends would extend beyond the respective Maturity DateDate for such Tranche; (vi) any Interest Period commencing less than three months prior to the Maturity Date shall end on the Maturity Date; (vii) unless the Required Lenders otherwise agree, no Interest Period longer than three months may be selected elected at any time when a Default or an Event of Default has occurred and is continuing;then in existence; and (viii) if, at any time, the Borrower shall select an Interest Period longer than three months, for any loan, interest shall be payable every three months and at the end of such interest period; (ixvii) no Interest Period in respect of any Borrowing of Term Loans shall be selected elected which extends beyond any date upon which a scheduled repayment of Loans Scheduled Repayment will be required to be made under Section 4.02(a4.02(b) if if, after giving effect to the election of such Interest Period, the aggregate principal amount of such Term Loans which have Interest Periods which will expire after such date will be in excess of the aggregate principal amount of such Term Loans then outstanding less the aggregate amount of such required repayment on such date; and (x) no more than 10 Interest Periods shall be outstanding at any timeScheduled Repayment. If upon the expiration of any Interest Period applicable to a Borrowing of Eurodollar Loans, the Borrower has failed to elect elect, or is not permitted to elect, a new Interest Period to be applicable to such the respective Borrowing of Eurodollar Loans as provided above, the Borrower shall be deemed to have elected to convert such Borrowing into a three month Interest Period to be applicable to such Borrowing of Base Rate Loans effective as of the expiration date of such current Interest Period.

Interest Periods. At In connection with each LIBOR Loan, Borrower may, pursuant to the time the Borrower gives any applicable Notice of Borrowing in respect or Notice of the making of any Loan (in Conversion/Continuation, as the case of the initial Interest Period applicable thereto) or on the third Business Day prior to the expiration of may be, select an Interest Period applicable to such Loan (in the case of any subsequent Interest Period) (provided that any such notice shall be deemed to be given on a certain day only if given before 10:00 AM (New York time)), it shall have the right to elect, by giving the Administrative Agent notice thereof, the interest period (each an “"Interest Period”") to be applicable to such Loan, which Interest Period shallshall be, at the option of the Borrower's option, be either a three month or one, two, three, six month period (or, solely in respect of the Revolving Credit Facilityif provided by a Lender willing to do so, a one twelve month period) (or such other period as all the Lenders may agree); provided that: (i) all Loans comprising the initial Interest Period for any LIBOR Loan shall commence on the Funding Date in respect of such Loan, in the case of a Borrowing shall at all times have Loan initially made as a LIBOR Loan, or on the same Interest Perioddate specified in the applicable Notice of Conversion/Continuation, in the case of a Loan converted to a LIBOR Loan; (ii) subject in the case of immediately successive Interest Periods applicable to clause (iii) belowa LIBOR Loan continued as such pursuant to a Notice of Conversion/Continuation, each successive Interest Period for any Loan after the initial Interest Period with respect thereto shall commence on the day on which the immediately next preceding Interest Period applicable thereto expires; (iii) if any Interest Period relating to a Loan begins on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period, such Interest Period shall end on the last Business Day of such calendar month; (iv) if any an Interest Period would otherwise expire on a day which that is not a Business Day, such Interest Period shall expire on the first next succeeding Business Day; providedprovided that, however, that if any Interest Period for a Loan would otherwise expire on a day which that is not a Business Day but is a day of the month after which no further Business Day occurs in such month, such Interest Period shall expire on the immediately next preceding Business Day; (iv) any Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall, subject to clause (v) of this subsection 2.2B, end on the last Business Day of a calendar month; (v) no Interest Period in with respect to any portion of any Borrowing of the Tranche A Term Loans shall be selected which extends extend beyond the Maturity Date; (vi) any Interest Period commencing less than three months prior to the Maturity Date shall end on the Maturity Date; (vii) unless the Required Lenders otherwise agreeMarch 4, 2007, no Interest Period longer than three months may be selected at with respect to any time when a Default or Event portion of Default has occurred the Tranche B Term Loans shall extend beyond March 4, 2008, and is continuing; (viii) if, at any time, the Borrower shall select an Interest Period longer than three months, for any loan, interest shall be payable every three months and at the end of such interest period; (ix) no Interest Period shall be selected which extends beyond with respect to any date upon which a scheduled repayment of Loans will be required to be made under Section 4.02(a) if the aggregate principal amount of Loans which have Interest Periods which will expire after such date will be in excess portion of the aggregate principal amount of Revolving Loans then outstanding less shall extend beyond the aggregate amount of such required repayment on such date; and (x) no more than 10 Interest Periods shall be outstanding at any time. If upon the expiration of any Interest Period applicable to a Borrowing of Loans, the Borrower has failed to elect a new Interest Period to be applicable to such Loans as provided above, the Borrower shall be deemed to have elected a three month Interest Period to be applicable to such Loans effective as of the expiration date of such current Interest Period.Revolving Loan Commitment Termination Date;

Interest Periods. (a) At the time the Borrower it gives any Notice of Borrowing or Notice of Conversion in respect of the making of of, or conversion into, any Eurodollar Loan (in the case of the initial Interest Period applicable thereto) or on the third Business Day prior to the expiration of an Interest Period applicable to such Eurodollar Loan (in the case of any subsequent Interest Period) (provided that any such notice shall be deemed to be given on a certain day only if given before 10:00 AM (New York time)), it the Borrower shall have the right to elect, by giving the Administrative Agent notice thereof, the interest period or interest periods (each each, an “"Interest Period”") applicable to such LoanEurodollar Loan (or any portion thereof), which Interest Period shall, at the option of the Borrower, be a one, two, three month or six month period (or, solely in respect of the Revolving Credit Facility, a one six-month period) (or such other period as all the Lenders may agree); provided , PROVIDED that: (i) all Eurodollar Loans comprising a Borrowing shall at all times have the same Interest PeriodPeriod (it being understood that one Borrowing may be converted into more than one Borrowing as a result of the selection of Interest Periods so long as in any event, after giving effect to such conversions, all Banks are participating PRO RATA in such Borrowing and Section 1.02 is complied with); (ii) subject to clause (iii) below, each the initial Interest Period for any Eurodollar Loan after shall commence on the initial date of Borrowing of such Eurodollar Loan (including the date of any conversion thereto from a Revolving Loan of a different Type) and each Interest Period with occurring thereafter in respect thereto of such Eurodollar Loan shall commence on the day on which the immediately next preceding Interest Period applicable thereto expires; (iii) if any Interest Period relating to a Eurodollar Loan begins on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period, such Interest Period shall end on the last Business Day of such calendar month; (iv) if any Interest Period would otherwise expire on a day which is not a Business Day, such Interest Period shall expire on the first next succeeding Business Day; providedPROVIDED, howeverHOWEVER, that if any Interest Period for a Eurodollar Loan would otherwise expire on a day which is not a Business Day but is a day of the month after which no further Business Day occurs in such month, such Interest Period shall expire on the immediately next preceding Business Day; (v) no Interest Period in respect of any Borrowing of Loans shall be selected which extends beyond the Maturity Date; (vi) any Interest Period commencing less than three months prior to the Maturity Date shall end on the Maturity Date; (vii) unless the Required Lenders otherwise agree, no Interest Period longer than three months may be selected at any time when a Default or Event of Default has occurred and is continuingthen in existence; (viii) if, at any time, the Borrower shall select an Interest Period longer than three months, for any loan, interest shall be payable every three months and at the end of such interest period; (ixvi) no Interest Period in respect of any Borrowing shall be selected which extends beyond any date upon which a scheduled repayment of Loans will be required to be made under Section 4.02(a) if the aggregate principal amount of Loans which have Interest Periods which will expire after such date will be in excess of the aggregate principal amount of Loans then outstanding less the aggregate amount of such required repayment on such dateRevolving Loan Maturity Date; and (xvii) no more than 10 Interest Periods shall Period may be outstanding at any timeselected which would commence prior to June 1, 1998. If upon the expiration of any Interest Period applicable to a Borrowing of Eurodollar Loans, the Borrower has failed to elect elect, or is not permitted to elect, a new Interest Period or Interest Periods to be applicable to such Eurodollar Loans as provided above, the Borrower shall be deemed to have elected a three month Interest Period to be applicable to convert such Eurodollar Loans into Base Rate Loans effective as of the expiration date of such current Interest Period.

Interest Periods. At the time the Borrower gives any a Notice of Borrowing or Notice of Conversion in respect of the making of, or conversion into, a Borrowing of any Loan Eurodollar Loans (in the case of the initial Interest Period applicable thereto) or prior to 11:00 A.M. (New York time) on the third Business Day prior to the expiration of an Interest Period applicable to such Loan (in the case a Borrowing of any subsequent Interest Period) (provided that any such notice shall be deemed to be given on a certain day only if given before 10:00 AM (New York time))Eurodollar Loans, it shall have the right to elect, elect by giving the Administrative Agent written notice thereof, (or telephonic notice promptly confirmed in writing) of the interest period (each an “Interest Period”) Period to be applicable to such LoanBorrowing, which Interest Period shall, at the option of the Borrower, be a one, two, three month or six month period (or, solely in respect of period. Notwithstanding anything to the Revolving Credit Facility, a one month period) (or such other period as all the Lenders may agree); provided thatcontrary contained above: (i) all Loans comprising a Borrowing shall at all times have the same Interest Period; (ii) subject to clause (iii) below, each initial Interest Period for any Loan after Borrowing of Eurodollar Loans shall commence on the initial date of such Borrowing (including the date of any conversion from a Borrowing of Base Rate Loans) and each Interest Period with occurring thereafter in respect thereto of such Borrowing shall commence on the day on which the immediately next preceding Interest Period applicable thereto expires; (iiiii) if any Interest Period relating to a Loan begins on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period, such Interest Period shall end on the last Business Day of such calendar month; (iviii) if any Interest Period would otherwise expire on a day which is not a Business Day, such Interest Period shall expire on the first next succeeding Business Day; provided, however, provided that if any Interest Period for a Loan would otherwise expire on a day which is not a Business Day but is a day of the month after which no further Business Day occurs in such month, such Interest Period shall expire on the immediately next preceding Business Day; (iv) no Interest Period for a Borrowing under a Tranche may be elected if it would extend beyond the respective Maturity Date for such Tranche; (v) no Interest Period in respect of any Borrowing of Loans shall be selected which extends beyond the Maturity Date; (vi) any Interest Period commencing less than three months prior to the Maturity Date shall end on the Maturity Date; (vii) unless the Required Lenders otherwise agree, no Interest Period longer than three months may be selected at any time when a Default or Event of Default has occurred and is continuing;then in existence if the Administrative Agent or the Required Lenders have previously advised the Borrower that the selection of Interest Periods will not be permitted while such Default or Event of Default, as the case may be, remains in existence; and (viii) if, at any time, the Borrower shall select an Interest Period longer than three months, for any loan, interest shall be payable every three months and at the end of such interest period; (ixvi) no Interest Period in respect of any Borrowing of Term Loans shall be selected elected which extends beyond any date upon which a scheduled repayment of Loans Scheduled Repayment will be required to be made under Section 4.02(a4.02(b) if if, after giving effect to the election of such Interest Period, the aggregate principal amount of such Term Loans which have Interest Periods which will expire after such date will be in excess of the aggregate principal amount of such Term Loans then outstanding less the aggregate amount of such required repayment on such date; and (x) no more than 10 Interest Periods shall be outstanding at any timeScheduled Repayment. If upon the expiration of any Interest Period applicable to a Borrowing of LoansPeriod, the Borrower has failed failed, or is not permitted, to elect a new Interest Period to be applicable to such the respective Borrowing of Eurodollar Loans as provided above, the Borrower shall be deemed to have elected to convert such Borrowing into a three month Interest Period to be applicable to such Borrowing of Base Rate Loans effective as of the expiration date of such current Interest Period.

Interest Periods. At the time the Borrower gives any the Notice of Borrowing in respect of the making of any Loan (in the case of the initial Interest Period applicable thereto) or on the third Business Day prior to the expiration of an Interest Period applicable to such Loan the Loans (in the case of any subsequent Interest Period) (provided that any such notice shall be deemed to be given on a certain day only if given before 10:00 AM (New York time)), it shall have the right to elect, by giving the Administrative Agent notice thereof, the interest period (each an “Interest Period”) applicable to such Loanthe Loans, which Interest Period shall, at the option of the Borrower, be a one, three month or six month period (or, solely in respect of the Revolving Credit Facility, a one month period) (or such other period as all the Lenders may agree); , provided that: (i) all Loans comprising a Borrowing shall at all times have the same Interest Period; (ii) subject to clause (iii) below, each Interest Period for any Loan after the initial Interest Period with for the Loans shall commence on the date of Borrowing of the Loans and each Interest Period occurring thereafter in respect thereto of the Loans shall commence on the day on which the immediately preceding Interest Period applicable thereto expires; (iii) if any Interest Period relating to a Loan the Loans begins on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period, such Interest Period shall end on the last Business Day of such calendar month; (iv) if any Interest Period would otherwise expire on a day which is not a Business Day, such Interest Period shall expire on the first succeeding Business Day; provided, however, that if any Interest Period for a Loan the Loans would otherwise expire on a day which is not a Business Day but is a day of the month after which no further Business Day occurs in such month, such Interest Period shall expire on the immediately preceding Business Day; (v) no Interest Period in respect of any Borrowing of Loans shall be selected which extends beyond the Maturity Date; (vi) any Interest Period commencing less than three months prior to the Maturity Date shall end on the Maturity Date; (vii) unless the Required Lenders otherwise agree, no Interest Period longer than three months one month may be selected at any time when a Default or an Event of Default (or, if the Administrative Agent or the Required Lenders have determined that such an election at such time would be disadvantageous to the Lenders, a Default) has occurred and is continuing; (viii) if, at any time, the Borrower shall select an Interest Period longer than three months, for any loan, interest shall be payable every three months and at the end of such interest period; (ixvi) no Interest Period shall be selected which extends beyond any date upon which a scheduled repayment of Loans will be required to be made under Section 4.02(a) if the aggregate principal amount of Loans which have Interest Periods which will expire after such date will be in excess of the aggregate principal amount of Loans then outstanding less the aggregate amount of such required repayment on such dateMaturity Date; and (xvii) no more than 10 the selection of Interest Periods shall be outstanding at any timesubject to the provisions of Section 2.02. If upon the expiration of any Interest Period applicable to a Borrowing of the Loans, the Borrower has failed to elect a new Interest Period to be applicable to such the Loans as provided above, the Borrower shall be deemed to have elected a three one month Interest Period to be applicable appli­cable to such the Loans effective as of the expiration date of such current Interest Period.

Interest Periods. At the time the Borrower it gives any Notice of Borrowing or Notice of Conversion in respect of the making of of, or conversion into, any Eurodollar Loan (in the case of the initial Interest Period applicable thereto) or on the third Business Day prior to the expiration of an Interest Period applicable to such Eurodollar Loan (in the case of any subsequent Interest Period) (provided that any such notice shall be deemed to be given on a certain day only if given before 10:00 AM (New York time)), it the Borrower shall have the right to elect, by giving the Administrative Agent notice thereof, the interest period (each each, an “"Interest Period”") applicable to such Eurodollar Loan, which Interest Period shall, at the option of the Borrower, be a one, two, three month or six month period (orperiod, solely in respect of the Revolving Credit Facility, a one month period) (or such other period as all the Lenders may agree); provided PROVIDED that: (i) all Eurodollar Loans comprising a Borrowing shall at all times have the same Interest Period; (ii) subject to clause (iii) below, each the initial Interest Period for any Eurodollar Loan after shall commence on the initial date of Borrowing of such Eurodollar Loan (including the date of any conversion thereto from a Loan of a different Type) and each Interest Period with occurring thereafter in respect thereto of such Eurodollar Loan shall commence on the day on which the immediately next preceding Interest Period applicable thereto expires; (iii) if any Interest Period relating to a Eurodollar Loan begins on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period, such Interest Period shall end on the last Business Day of such calendar month; (iv) if any Interest Period would otherwise expire on a day which is not a Business Day, such Interest Period shall expire on the first next succeeding Business Day; providedPROVIDED, howeverHOWEVER, that if any Interest Period for a Eurodollar Loan would otherwise expire on a day which is not a Business Day but is a day of the month after which no further Business Day occurs in such month, such Interest Period shall expire on the immediately next preceding Business Day; (v) no subject to the foregoing clauses (i) through (iv), only two sequential one month interest periods shall be available to be selected prior to the earlier of (A) the 65th day following the Initial Borrowing Date and (B) the Syndication Date, with all Loans constituting Eurodollar Loans during such period to be outstanding pursuant to a single Borrowing, and the second such Interest Period in respect of any Borrowing of Loans shall be selected which extends beyond to commence on the Maturity Datedate the first such Interest Period expires; (vi) any Interest Period commencing less than three months prior to the Maturity Date shall end on the Maturity Date; (vii) unless the Required Lenders otherwise agreespecifically agree in writing, no Interest Period longer than three months may be selected at any time when a Default or Event of Default has occurred and is continuingthen in existence; (vii) no Interest Period in respect of any Borrowing of any Tranche of Loans shall be selected which extends beyond the respective Maturity Date for such Tranche of Loans; and (viii) if, at any time, the Borrower shall select an Interest Period longer than three months, for any loan, interest shall be payable every three months and at the end of such interest period; (ix) no Interest Period of any Borrowing of Term Loans or Acquisition Loans, as the case may be, shall be selected which extends beyond any date upon which a scheduled mandatory repayment of such Tranche of Loans will be required to be made under Section 4.02(a4.02(b) or (c), as the case may be, if the aggregate principal amount of Term Loans or Acquisition Loans, as the case may be, which have Interest Periods which will expire after such date will be in excess of the aggregate principal amount of Term Loans or Acquisition Loans, as the case may be, then outstanding less the aggregate amount of such required repayment on such date; and (x) no more than 10 Interest Periods shall be outstanding at any timeprepayment. If upon the expiration of any Interest Period applicable to a Borrowing of Eurodollar Loans, the Borrower has failed to elect elect, or is not permitted to elect, a new Interest Period to be applicable to such Eurodollar Loans as provided above, the Borrower shall be deemed to have elected a three month Interest Period to be applicable to convert such Eurodollar Loans into Base Rate Loans effective as of the expiration date of such current Interest Period.

Interest Periods. At Concurrently with the time the Borrower gives giving of any Notice of Borrowing or Notice of Conversion/Continuation in respect of any Borrowing comprised of LIBOR Loans, the making of any Loan (in the case of the initial Interest Period applicable thereto) or on the third Business Day prior to the expiration of an Interest Period applicable to such Loan (in the case of any subsequent Interest Period) (provided that any such notice shall be deemed to be given on a certain day only if given before 10:00 AM (New York time)), it Borrower shall have the right to elect, by giving the Administrative Agent notice thereofpursuant to such notice, the interest period (each each, an “"Interest Period”") to be applicable to such LoanLIBOR Loans, which Interest Period shall, at the option of the Borrower, be a one, two, three month or six month period (or, solely in respect of the Revolving Credit Facility, a one six-month period) (or such other period as all the Lenders may agree); provided provided, however, that: (i) all LIBOR Loans comprising a single Borrowing shall at all times have the same Interest Period; (ii) subject to clause (iii) below, each the initial Interest Period for any LIBOR Loan after shall commence on the initial date of the Borrowing of such Loan (including the date of any continuation of, or conversion into, such LIBOR Loan), and each successive Interest Period with respect thereto applicable to such LIBOR Loan shall commence on the day on which the immediately next preceding Interest Period applicable thereto expires; (iii) LIBOR Loans may not be outstanding under more than three (3) separate Interest Periods at any one time; (iv) if any Interest Period relating otherwise would expire on a day that is not a Business Day, such Interest Period shall expire on the next succeeding Business Day unless such next succeeding Business Day falls in another calendar month, in which case such Interest Period shall expire on the next preceding Business Day; (v) the Borrower may not select any Interest Period that expires after the Facility Expiry Date; (vi) no Interest Period may be selected that would end after a scheduled date for repayment of principal of the Loans (including any date of a scheduled mandatory reduction of the Total Commitment) occurring on or after the first day of such Interest Period unless, immediately after giving effect to a Loan such selection, the sum of (y) the aggregate principal amount of Loans that are Base Rate Loans or that have Interest Periods expiring on or before such principal repayment date plus (z) the Total Unutilized Commitment as of such date, equals or exceeds the principal amount required to be paid on such principal repayment date; (vii) if any Interest Period begins on a day for which there is no numerically corresponding day in the calendar month at the end of during which such Interest PeriodPeriod would otherwise expire, such Interest Period shall end expire on the last Business Day of such calendar month; (iv) if any Interest Period would otherwise expire on a day which is not a Business Day, such Interest Period shall expire on the first succeeding Business Day; provided, however, that if any Interest Period for a Loan would otherwise expire on a day which is not a Business Day but is a day of the month after which no further Business Day occurs in such month, such Interest Period shall expire on the immediately preceding Business Day; (v) no Interest Period in respect of any Borrowing of Loans shall be selected which extends beyond the Maturity Date; (vi) any Interest Period commencing less than three months prior to the Maturity Date shall end on the Maturity Date; (vii) unless the Required Lenders otherwise agree, no Interest Period longer than three months may be selected at any time when a Default or Event of Default has occurred and is continuing;and (viii) if, at any time, the Borrower shall select an Interest Period longer than three months, for any loan, interest shall be payable every three months and at the end of such interest period; (ix) no Interest Period shall be selected which extends beyond any date upon which a scheduled repayment of Loans will be required to be made under Section 4.02(a) if the aggregate principal amount of Loans which have Interest Periods which will expire after such date will be in excess of the aggregate principal amount of Loans then outstanding less the aggregate amount of such required repayment on such date; and (x) no more than 10 Interest Periods shall be outstanding at any time. If upon the expiration of any Interest Period applicable to a Borrowing of LIBOR Loans, the Borrower has shall have failed to elect a new Interest Period to be applicable to such Loans as provided aboveLIBOR Loans, then the Borrower shall be deemed to have elected a three month Interest Period to be applicable to convert such LIBOR Loans effective into Base Rate Loans as of the expiration date of such the then current Interest PeriodPeriod applicable thereto.

Interest Periods. At the time the Borrower gives any a Notice of Borrowing or Notice of Conversion or Continuation in respect of the making of, or conversion into or continuation as, a Borrowing of any Loan Term SOFR Loans in accordance with Section 2.6(a), the Borrower shall give the Administrative Agent written notice (or telephonic notice promptly confirmed in the case writing) of the initial Interest Period applicable thereto) or on the third Business Day prior to the expiration of an Interest Period applicable to such Loan (in the case of any subsequent Interest Period) (provided that any such notice shall be deemed to be given on a certain day only if given before 10:00 AM (New York time)), it shall have the right to elect, by giving the Administrative Agent notice thereof, the interest period (each an “Interest Period”) applicable to such LoanBorrowing, which Interest Period shall, at the option of the Borrower, be be, in the case of Term SOFR Loans, a one, three month or six month period (or, solely in respect of period. Notwithstanding anything to the Revolving Credit Facility, a one month period) (or such other period as all the Lenders may agree); provided thatcontrary contained above: (ia) all Loans comprising a Borrowing shall at all times have the same Interest Period; (ii) subject to clause (iii) below, each initial Interest Period for any Loan after Borrowing of Term SOFR Loans shall commence on the initial date of such Borrowing (including the date of any conversion from a Borrowing of ABR Loans) and each Interest Period with occurring thereafter in respect thereto of such Borrowing shall commence on the day on which the immediately next preceding Interest Period applicable thereto expires; (iiib) if any Interest Period relating to a Loan Borrowing of Term SOFR Loans begins on the last Business Day of a calendar month or begins on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period, such Interest Period shall end on the last Business Day of the calendar month at the end of such calendar monthInterest Period; (ivc) if any Interest Period would otherwise expire on a day which that is not a Business Day, such Interest Period shall expire on the first next succeeding Business Day; provided, however, provided that if any Interest Period for in respect of a Term SOFR Loan would otherwise expire on a day which that is not a Business 113 Day but is a day of the month after which no further Business Day occurs in such month, such Interest Period shall expire on the immediately next preceding Business Day; (vd) no the Borrower shall not be entitled to elect any Interest Period in respect of any Borrowing of Loans shall be selected which extends Term SOFR Loan if such Interest Period would extend beyond the Maturity Date; (vi) any Interest Period commencing less than three months prior to the applicable Maturity Date shall end on the Maturity Date; (vii) unless the Required Lenders otherwise agree, no Interest Period longer than three months may be selected at any time when a Default or Event of Default has occurred and is continuing; (viii) if, at any time, the Borrower shall select an Interest Period longer than three months, for any loan, interest shall be payable every three months and at the end of such interest period; (ix) no Interest Period shall be selected which extends beyond any date upon which a scheduled repayment of Loans will be required to be made under Section 4.02(a) if the aggregate principal amount of Loans which have Interest Periods which will expire after such date will be in excess of the aggregate principal amount of Loans then outstanding less the aggregate amount of such required repayment on such dateLoan; and (xe) no more than 10 Interest Periods tenor that has been removed from this Section 2.9 pursuant to Section 2.10(f) shall be outstanding at any time. If upon available for specification in the expiration applicable Notice of any Interest Period applicable to a Borrowing or Notice of Loans, the Borrower has failed to elect a new Interest Period to be applicable to such Loans as provided above, the Borrower shall be deemed to have elected a three month Interest Period to be applicable to such Loans effective as of the expiration date of such current Interest PeriodConversion or Continuation.

Interest Periods. At the time the a Borrower gives any Notice of Borrowing or Notice of Conversion in respect of the making of of, or conversion into, any Eurodollar Loan (in the case of the initial Interest Period applicable thereto) or on the third Business Day prior to the expiration of an Interest Period applicable to such Eurodollar Loan (in the case of any subsequent Interest Period) (provided that any such notice shall be deemed to be given on a certain day only if given before 10:00 AM (New York time)), it such Borrower shall have the right to elect, by giving the Administrative Agent notice thereof, the interest period (each an “"Interest Period”") applicable to such Eurodollar Loan, which Interest Period shall, at the option of the such Borrower, be a one, two, three month or six month period (orperiod, solely in respect of the Revolving Credit Facility, a one month period) (or such other period as all the Lenders may agree); provided that: (i) all Eurodollar Loans comprising a Borrowing shall at all times have the same Interest Period; (ii) subject to clause (iii) below, each the initial Interest Period for any Eurodollar Loan after shall commence on the initial date of Borrowing of such Eurodollar Loan (including the date of any conversion thereto from a Base Rate Loan) and each Interest Period with occurring thereafter in respect thereto of such Eurodollar Loan shall commence on the day on which the immediately next preceding Interest Period applicable thereto expires; (iii) if any Interest Period relating to a Eurodollar Loan begins on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period, such Interest Period shall end on the last Business Day of such calendar month; (iv) if any Interest Period would otherwise expire on a day which is not a Business Day, such Interest Period shall expire on the first next succeeding Business Day; provided, however, that if any Interest Period for a Eurodollar Loan would otherwise expire on a day which is not a Business Day but is a day of the month after which no further Business Day occurs in such month, such Interest Period shall expire on the immediately next preceding Business Day; (v) no Interest Period in respect of any Borrowing of Loans shall be selected which extends beyond the Maturity Date; (vi) any Interest Period commencing less than three months prior to the Maturity Date shall end on the Maturity Date; (vii) unless the Required Lenders Banks otherwise agree, no Interest Period longer than three months may be selected at any time when a Default or an Event of Default has occurred and is continuing;then in existence; and (viii) if, at any time, the Borrower shall select an Interest Period longer than three months, for any loan, interest shall be payable every three months and at the end of such interest period; (ixvi) no Interest Period shall be selected which extends beyond any date upon which a scheduled repayment of Loans will be required to be made under Section 4.02(a) if the aggregate principal amount of Loans which have Interest Periods which will expire after such date will be Final Maturity Date as then in excess of the aggregate principal amount of Loans then outstanding less the aggregate amount of such required repayment on such date; and (x) no more than 10 Interest Periods shall be outstanding at any timeeffect. If upon the expiration of any Interest Period applicable to a Borrowing of Eurodollar Loans, the respective Borrower has failed to elect elect, or is not permitted to elect, a new Interest Period to be applicable to such Eurodollar Loans as provided above, the such Borrower shall be deemed to have elected a three month Interest Period to be applicable to convert such Eurodollar Loans into Base Rate Loans effective as of the expiration date of such current Interest Period.

Interest Periods. (a) At the time the Borrower Representative gives any a Notice of Borrowing in respect of the making of any Loan (in the case of the initial Interest Period applicable thereto) or prior to 11:00 A.M. (New York time) on the third Business Day prior to the expiration of an Interest Period applicable to such Loan (in the case of any subsequent Interest Period) (provided that any such notice shall be deemed to be given on a certain day only if given before 10:00 AM (New York time)), it the Borrower Representative shall have the right to elect, by giving the Administrative Agent notice thereof, the interest period (each an “Interest Period”) applicable to such Loan, which Interest Period shall, at the option of the BorrowerBorrower Representative, be a one, three month or six six-month period (or, solely in respect of the Revolving Credit Facility, a one month period) (or such other period as may be agreed upon by all Lenders, it being understood, however, that during the Lenders one-month period preceding the Maturity Date, such Borrower, with the consent of the Administrative Agent, may agreeselect an Interest Period of less than one month so long as such Interest Period ends no later than the Maturity Date); provided that: (i) all Loans comprising a Borrowing shall at all times have the same Interest Period; (ii) subject to clause (iii) below, each the initial Interest Period for any Loan after the initial Interest Period with respect thereto shall commence on the date of Borrowing of such Loan (if initially borrowed as a Loan), and each Interest Period occurring thereafter in respect of such Loan shall commence on the day immediately following the day on which the immediately preceding Interest Period applicable thereto expires; (iii) if any Interest Period relating to a Loan begins on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period, such Interest Period shall end on the last Business Day of such calendar month; (iv) if any Interest Period would otherwise expire on a day which is not a Business Day, such Interest Period shall expire on the first succeeding Business Day; provided, however, that if any Interest Period for a Loan would otherwise expire on a day which is not a Business Day but is a day of the month after which no further Business Day occurs in such month, such Interest Period shall expire on the immediately preceding Business Day; (v) no Interest Period longer than one month may be selected at any time when an Event of Default is then in existence; (vi) no Interest Period in respect of any Borrowing of Loans shall be selected which extends beyond the Maturity Date; (vi) any Interest Period commencing less than three months prior to the Maturity Date shall end on the Maturity Date;; and (vii) unless the Required Lenders otherwise agree, no Interest Period longer than three months may be selected at any time when a Default or Event selection of Default has occurred and is continuing; (viii) if, at any time, the Borrower shall select an Interest Period longer than three months, for any loan, interest shall be payable every three months and at the end of such interest period; (ix) no Interest Period shall be selected which extends beyond any date upon which a scheduled repayment of Loans will be required to be made under Section 4.02(a) if the aggregate principal amount of Loans which have Interest Periods which will expire after such date will be in excess of the aggregate principal amount of Loans then outstanding less the aggregate amount of such required repayment on such date; and (x) no more than 10 Interest Periods shall be outstanding at any subject to the provisions of this Section 2.08; If by 11:00 A.M. (New York time. If upon ) on the third Business Day preceding the expiration of any Interest Period applicable to a Borrowing of Loans, the Borrower Representative has failed to elect a new Interest Period to be applicable to such Loans as provided above, the such Borrower shall be deemed to have elected a three one month Interest Period to be applicable to such Loans effective as of the expiration date of such current Interest Period.

Interest Periods. At the time the Borrower gives any a Notice of Borrowing or Notice of Conversion, in respect of the making of, or conversion into, a Borrowing of any Loan Eurodollar Loans (in the case of the initial Interest Period applicable thereto), or prior to 12:00 Noon (New York time) or on the third Business Day prior to the expiration of an Interest Period applicable to such Loan (in the case a Borrowing of any subsequent Interest Period) (provided that any such notice shall be deemed to be given on a certain day only if given before 10:00 AM (New York time))Eurodollar Loans, it shall have the right to elect, elect by giving the Administrative Agent written notice thereof, (or telephonic notice promptly confirmed in writing) of the interest period (each an “Interest Period”) Period to be applicable to such LoanBorrowing, which Interest Period shall, at the option of the Borrower, be a one, two, three month or six month period (or, solely in respect of period. Notwithstanding anything to the Revolving Credit Facility, a one month period) (or such other period as all the Lenders may agree); provided thatcontrary contained above: (i) all Loans comprising a Borrowing shall at all times have the same Interest Period; (ii) subject to clause (iii) below, each initial Interest Period for any Loan after Borrowing of Eurodollar Loans shall commence on the initial date of such Borrowing (including the date of any conversion from a Borrowing of Base Rate Loans) and each Interest Period with occurring thereafter in respect thereto of such Borrowing shall commence on the day on which the immediately next preceding Interest Period applicable thereto expires; (iiiii) if any Interest Period relating to a Loan begins on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period, such Interest Period shall end on the last Business Day of such calendar month; (iviii) if any Interest Period would otherwise expire on a day which is not a Business Day, such Interest Period shall expire on the first next succeeding Business Day; provided, however, provided that if any Interest Period for a Loan would otherwise expire on a day which is not a Business Day but is a day of the month after which no further Business Day occurs in such month, such Interest Period shall expire on the immediately next preceding Business Day; (iv) no Interest Period may be elected if it would extend beyond the Final Maturity Date; and (v) no Interest Period in respect of any Borrowing of Loans shall be selected which extends beyond the Maturity Date; (vi) any Interest Period commencing less than three months prior to the Maturity Date shall end on the Maturity Date; (vii) unless the Required Lenders otherwise agree, no Interest Period longer than three months may be selected elected at any time when a Default or Event of Default has occurred and is continuing; (viii) if, at any time, the Borrower shall select an Interest Period longer than three months, for any loan, interest shall be payable every three months and at the end of such interest period; (ix) no Interest Period shall be selected which extends beyond any date upon which a scheduled repayment of Loans will be required to be made under Section 4.02(a) if the aggregate principal amount of Loans which have Interest Periods which will expire after such date will be then in excess of the aggregate principal amount of Loans then outstanding less the aggregate amount of such required repayment on such date; and (x) no more than 10 Interest Periods shall be outstanding at any timeexistence. If upon the expiration of any Interest Period applicable to a Borrowing of LoansPeriod, the Borrower has failed failed, or is not permitted, to elect a new Interest Period to be applicable to such any Borrowing of Eurodollar Loans as provided above, the Borrower shall be deemed to have elected to convert such Borrowing into a three month Interest Period to be applicable to such Borrowing of Base Rate Loans effective as of the expiration date of such current Interest Period.

Interest Periods. (a) At the time the Borrower gives any a Notice of Borrowing or Notice of Conversion in respect of the making of, or conversion into, a Borrowing of any Loan Eurodollar Loans (in the case of the initial Interest Period applicable thereto) or on the third Business Day prior to the expiration of an Interest Period applicable to such Loan an outstanding Borrowing of Eurodollar Loans (in the case of any subsequent Interest Period) (provided that any such notice shall be deemed to be given on a certain day only if given before 10:00 AM (New York time)), it the Borrower shall have the right to elect, by giving the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) thereof, the interest period (each each, an “"Interest Period”") applicable to such LoanBorrowing of Eurodollar Loans, which Interest Period shall, at the option of the Borrower, be a three month or one, two, three, six month period (or, solely in respect with the consent of the Revolving Credit Facilityeach Lender, a one twelve month period) (or such other period as all . Notwithstanding anything to the Lenders may agree); provided thatcontrary contained above: (i) all Loans comprising a Borrowing shall at all times have the same Interest Period; (ii) subject to clause (iii) below, each initial Interest Period for any Loan after the initial Interest Period with respect thereto Borrowing of Eurodollar Loans shall commence on the day on which date of such Borrowing (including the immediately preceding date of any conversion from a Borrowing of Base Rate Loans) and each Interest Period applicable thereto expires;occurring thereafter in respect of (iiiii) if any Interest Period relating to a Loan begins on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period, such Interest Period shall end on the last Business Day of such calendar month; (iviii) if any Interest Period would otherwise expire on a day which is not a Business Day, such Interest Period shall expire on the first next succeeding Business Day; provided, however, provided that if any Interest Period for a Loan would otherwise expire on a day which is not a Business Day but is a day of the month after which no further Business Day occurs in such month, such Interest Period shall expire on the immediately preceding Business Day; (iv) no Interest Period shall extend beyond the Maturity Date; and (v) no Interest Period in respect of any Borrowing of Loans shall be selected which extends beyond the Maturity Date; (vi) any Interest Period commencing less than three months prior to the Maturity Date shall end on the Maturity Date; (vii) unless the Required Lenders otherwise agree, no Interest Period longer than three months may be selected elected at any time when a Specified Default is then in existence if the Administrative Agent or Event of Default has occurred and is continuing;the Required Lenders have determined that such an election at such time would be disadvantageous to the Lenders. (viiib) if, at any time, the Borrower shall select an Interest Period longer than three months, for any loan, interest shall be payable every three months and at the end of such interest period; (ix) no Interest Period shall be selected which extends beyond any date upon which a scheduled repayment of Loans will be required to be made under Section 4.02(a) if the aggregate principal amount of Loans which have Interest Periods which will expire after such date will be in excess of the aggregate principal amount of Loans then outstanding less the aggregate amount of such required repayment on such date; and (x) no more than 10 Interest Periods shall be outstanding at any time. If upon the expiration of any Interest Period applicable to a Borrowing of LoansPeriod, the Borrower has failed to (or may not) elect a new Interest Period to be applicable to such the respective Borrowing of Eurodollar Loans as provided above, the Borrower shall be deemed to have elected to convert such Borrowing into a three month Interest Period to be applicable to such Borrowing of Base Rate Loans effective as of the expiration date of such current Interest Period.

Interest Periods. At the time the Borrower gives any Notice of Borrowing in respect of the making of any Loan (in the case of the initial Interest Period applicable thereto) or on the third Business Day prior to the expiration of an Interest Period applicable to such Loan (in the case of any subsequent Interest Period) (provided that any such notice shall be deemed to be given on a certain day only if given before 10:00 AM (New York time)), it shall have the right to elect, by giving the Administrative Agent notice thereof, the interest period (each an “Interest Period”) applicable to such Loan, which Interest Period shall, at the option of the Borrower, be a three month or six month period (or, solely in respect of the Revolving Credit Facility, a one month period) (or such other period as all the Lenders may agree); provided that: (i) all Loans comprising a Borrowing shall at all times have the same Interest Period; (ii) subject to clause (iii) below, each Interest Period for any Loan after the initial Interest Period with respect thereto shall commence on the day on which the immediately preceding Interest Period applicable thereto expires; (iii) if any Interest Period relating to a Loan begins on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period, such Interest Period shall end on the last Business Day of such calendar month; (iv) if any Interest Period would otherwise expire on a day which is not a Business Day, such Interest Period shall expire on the first succeeding Business Day; provided, however, that if any Interest Period for a Loan would otherwise expire on a day which is not a Business Day but is a day of the month after which no further Business Day occurs in such month, such Interest Period shall expire on the immediately preceding Business Day; (v) no Interest Period in respect of any Borrowing of Loans shall be selected which extends beyond the Maturity Date; (vi) any Interest Period commencing less than three months prior to the Maturity Date shall end on the Maturity Date; (vii) unless the Required Lenders otherwise agree, no Interest Period longer than three months may be selected at any time when a Default or Event of Default has occurred and is continuing; (viii) if, at any time, the Borrower shall select an Interest Period longer than three months, for any loan, interest shall be payable every three months and at the end of such interest period; (ix) no Interest Period shall be selected which extends beyond any date upon which a scheduled repayment of Loans will be required to be made under Section 4.02(a) if the aggregate principal amount of Loans which have Interest Periods which will expire after such date will be in excess of the aggregate principal amount of Loans then outstanding less the aggregate amount of such required repayment on such date; and (xix) no more than 10 2 Interest Periods shall be outstanding at any time. If upon the expiration of any Interest Period applicable to a Borrowing of Loans, the Borrower has failed to elect a new Interest Period to be applicable to such Loans as provided above, the Borrower shall be deemed to have elected a three month Interest Period to be applicable to such Loans effective as of the expiration date of such current Interest Period.

Interest Periods. At In connection with each LIBOR Rate Loan, the time the Borrower gives any Notice of Borrowing in respect of the making of any Loan (in the case of the initial Interest Period applicable thereto) or on the third Business Day prior to the expiration of an Interest Period applicable to such Loan (in the case of any subsequent Interest Period) (provided that any such notice shall be deemed to be given on a certain day only if given before 10:00 AM (New York time)), it shall have the right to electBorrower, by giving notice at the Administrative Agent notice thereoftimes described in Section 2.3 or 5.2, the as applicable, shall elect an interest period (each each, an “Interest Period”) to be applicable to such Loan, which Interest Period shall, at the option of the Borrower, shall be a period of one (1) or three month or six month period (or, solely in respect of the Revolving Credit Facility, a one month period3) (or such other period as all the Lenders may agree)months; provided that: (i) all Loans comprising a Borrowing shall at all times have the same Interest Period; (ii) subject to clause (iii) below, each Interest Period for any Loan after the initial Interest Period with respect thereto shall commence on the day date of advance of or conversion to any LIBOR Rate Loan and, in the case of immediately successive Interest Periods, each successive Interest Period shall commence on the date on which the immediately preceding Interest Period applicable thereto expires; (iii) if any Interest Period relating to a Loan begins on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period, such Interest Period shall end on the last Business Day of such calendar month; (ivii) if any Interest Period would otherwise expire on a day which that is not a Business Day, such Interest Period shall expire on the first next succeeding Business Day; provided, however, provided that if any Interest Period for with respect to a LIBOR Rate Loan would otherwise expire on a day which that is not a Business Day but is a day of the month after which no further Business Day occurs in such month, such Interest Period shall expire on the immediately preceding Business Day; (v) no Interest Period in respect of any Borrowing of Loans shall be selected which extends beyond the Maturity Date; (viiii) any Interest Period commencing less than three months prior with respect to the Maturity Date shall end a LIBOR Rate Loan that begins on the Maturity Date; last Business Day of a calendar month (vii) unless or on a day for which there is no numerically corresponding day in the Required Lenders otherwise agree, no Interest Period longer than three months may be selected at any time when a Default or Event of Default has occurred and is continuing; (viii) if, at any time, the Borrower shall select an Interest Period longer than three months, for any loan, interest shall be payable every three months and calendar month at the end of such interest period;Interest Period) shall end on the last Business Day of the relevant calendar month at the end of such Interest Period; 43360385_8 (ixiv) no Interest Period shall extend beyond the Revolving Credit Maturity Date or the Term Loan Maturity Date, as applicable, and Interest Periods shall be selected which extends beyond by the Borrower so as to permit the Borrower to make the quarterly principal installment payments pursuant to Section 4.3 without payment of any date upon which a scheduled repayment of Loans will be required amounts pursuant to be made under Section 4.02(a) if the aggregate principal amount of Loans which have Interest Periods which will expire after such date will be in excess of the aggregate principal amount of Loans then outstanding less the aggregate amount of such required repayment on such date5.9; and (xv) there shall be no more than 10 ten (10) Interest Periods shall be outstanding in effect at any time. If upon the expiration of any Interest Period applicable to a Borrowing of Loans, the Borrower has failed to elect a new Interest Period to be applicable to such Loans as provided above, the Borrower shall be deemed to have elected a three month Interest Period to be applicable to such Loans effective as of the expiration date of such current Interest Period.

Interest Periods. (a) At the time the Borrower gives any a Notice of Borrowing or Notice of Conversion in respect of the making of, or conversion into, a Borrowing of any Loan Eurodollar Loans (in the case of the initial Interest Period applicable thereto) or prior to 12:00 Noon (New York time) on the third Business Day prior to the expiration of an Interest Period applicable to such Loan (in the case a Borrowing of any subsequent Interest Period) (provided that any such notice shall be deemed to be given on a certain day only if given before 10:00 AM (New York time))Eurodollar Loans, it shall have the right to elect, elect by giving the Administrative Agent written notice thereof, (or telephonic notice promptly confirmed in writing) of the interest period (each an “Interest Period”) Period applicable to such LoanBorrowing, which Interest Period shall, at the option of the Borrower, be a one (1), two (2), three month (3) or six (6) month period (or, solely in respect to the extent available and at the reasonable discretion of the Revolving Credit FacilityAdministrative Agent, a one nine (9) or twelve (12) month Interest Period or, if each Bank agrees, a non-standard period) (or such other period as all ). Notwithstanding anything to the Lenders may agree); provided thatcontrary contained above: (i) all Loans comprising a Borrowing shall at all times have the same Interest Period; (ii) subject to clause (iii) below, each initial Interest Period for any Loan after Borrowing of Eurodollar Loans shall commence on the initial date of such Borrowing (including the date of any conversion from a Borrowing of Base Rate Loans) and each Interest Period with occurring thereafter in respect thereto of such Borrowing shall commence on the day on which the immediately preceding Interest Period applicable thereto expires; (iiiii) if any Interest Period relating to a Loan begins on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period, such Interest Period shall end on the last Business Day of such calendar month; (iviii) if any Interest Period would otherwise expire on a day which is not a Business Day, such Interest Period shall expire on the first next succeeding Business Day; provided, however, provided that if any Interest Period for a Loan would otherwise expire on a day which is not a Business Day but is a day of the month after which no further Business Day occurs in such month, such Interest Period shall expire on the immediately preceding Business Day; (viv) no Interest Period in respect of any Borrowing of Loans shall be selected which extends extend beyond the Maturity Date; (viv) any Interest Period commencing less than three months prior to the Maturity Date shall end on the Maturity Date; (vii) unless the Required Lenders otherwise agree, no Interest Period longer than three months may be selected elected at any time when a Default or Event of Default has occurred and is continuing; (viii) if, at any time, the Borrower shall select an Interest Period longer than three months, for any loan, interest shall be payable every three months and at the end of such interest period; (ix) no Interest Period shall be selected which extends beyond any date upon which a scheduled repayment of Loans will be required to be made under Section 4.02(a) then in existence if the aggregate principal amount of Loans which Administrative Agent or the Required Banks have Interest Periods which will expire after determined that such date will an election at such time would be in excess of disadvantageous to the aggregate principal amount of Loans then outstanding less the aggregate amount of such required repayment on such dateBanks; and (xvi) no more than 10 ten (10) Interest Periods shall (except as described in clause (b)below) of one (1) month may be outstanding at selected by Borrower in any time. calendar year. (b) If upon the expiration of any Interest Period applicable to a Borrowing of LoansPeriod, the Borrower has failed to (or may not) elect a new Interest Period to be applicable to such the respective Borrowing of Eurodollar Loans as provided above, the Borrower shall be deemed to have elected a three six (6) month Interest Period for such Borrowing, provided that if Borrower may not elect an Interest Period as a result of clause (a)(v) above, Borrower will be deemed to be applicable to such Loans have elected a one (1) month Interest Period effective as of the expiration date of such current Interest Period.

Interest Periods. At the time the In connection with each Eurodollar Rate Loan, Borrower gives any Notice of Borrowing in respect of the making of any Loan (in the case of the initial Interest Period applicable thereto) or on the third Business Day prior to the expiration of shall elect an Interest Period applicable to such Loan (in the case of any subsequent Interest Period) (provided that any such notice shall be deemed to be given on a certain day only if given before 10:00 AM (New York time)), it shall have the right to elect, by giving the Administrative Agent notice thereof, the interest period (each an “"Interest Period”") to be applicable to such Loan, which Interest Period shallshall be either a one, at the option of the Borrowertwo, be a three month or three, six month period (or, solely if available in respect the sole discretion of the Revolving Credit FacilityLenders, a one nine month period) (or such other period as all the Lenders may agree); provided that: (i) all Loans comprising a Borrowing the initial Interest Period for any Loan shall at all times have commence on the same Interest PeriodFunding Date of such Loan; (ii) subject to clause (iii) belowin the case of immediately successive Interest Periods, each successive Interest Period for any Loan after the initial Interest Period with respect thereto shall commence on the day on which the immediately next preceding Interest Period applicable thereto expires; (iii) if any Interest Period relating to a Loan begins on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period, such Interest Period shall end on the last Business Day of such calendar month; (iv) if any an Interest Period would otherwise expire on a day which that is not a Business Day, such Interest Period shall expire on the first next succeeding Business Day; provided, however, provided that if any Interest Period for a Loan would otherwise expire on a day which that is not a Business Day but is a day of the month after which no further Business Day occurs in such month, such Interest Period shall expire on the immediately next preceding Business Day; (iv) any Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall, subject to part (v) below, end on the last Business Day of a calendar month; (v) no Interest Period in with respect of to any Borrowing of Loans Term Loan or any Working Capital Loan shall be selected which extends extend beyond the Maturity Datescheduled maturity of such Loan; (vi) any Interest Period commencing less than three months prior to the Maturity Date shall end on the Maturity Date; (vii) unless the Required Lenders otherwise agree, no Interest Period longer than three months may be selected at any time when extend beyond a Default or Event of Default has occurred and date on which Borrower is continuing; (viii) if, at any time, the Borrower shall select an Interest Period longer than three months, for any loan, interest shall be payable every three months and at the end of such interest period; (ix) no Interest Period shall be selected which extends beyond any date upon which required to make a scheduled repayment payment of principal of the Loans will be required to be made under Section 4.02(a) if unless the aggregate principal amount of Loans which that are Base Rate Loans or that have Interest Periods which will expire after expiring on or before such date will be in excess of equals or exceeds the aggregate principal amount of required to be paid on the Loans then outstanding less the aggregate amount of such required repayment on such date; (vii) the Interest Period for a Loan that is converted pursuant to subsection 2.7D shall commence on the date of such conversion and shall expire on the date on which the Interest Period for the Loans of the other Lenders that were not converted expires; and (xviii) there shall be no more than 10 ten (10) Interest Periods shall be relating to Eurodollar Rate Loans outstanding at any time. If upon the expiration of any ; and (ix) no Eurodollar Rate Loan shall have an Interest Period of nine months unless each Lender shall agree to permit such Interest Period; provided that a Lender's funding a Eurodollar Rate Loan subsequent to receipt by such Lender of a Notice of Borrowing indicating that the applicable to a Borrowing of Loans, the Borrower has failed to elect a new Eurodollar Rate Loan shall have an Interest Period to be applicable to such Loans as provided above, the Borrower of nine months shall be deemed to have elected a three month Interest Period to be applicable to such Loans effective as of the expiration date conclusive evidence of such current Interest PeriodLender's agreement.

Interest Periods. (a) At the time the Borrower gives any Notice of Borrowing Advance or Notice of Conversion in respect of the making of any Loan (in of, or conversion into, a LIBOR Rate Advance, the case of the initial Interest Period applicable thereto) or on the third Business Day prior to the expiration of an Interest Period applicable to such Loan (in the case of any subsequent Interest Period) (provided that any such notice shall be deemed to be given on a certain day only if given before 10:00 AM (New York time)), it Borrower shall have the right to elect, by giving the Administrative Agent on the dates and at the times specified in Section 2.02 or Section 2.05, notice thereof, of the interest period (each an “Interest Period”) applicable to such LoanLIBOR Rate Advance, which Interest Period shallshall be either a one, at the option of the Borrowertwo, be a three month or six month period (three, six, or, solely if deposits in respect of the Revolving Credit Facility, a one month period) (or such other period as applicable currency are available to all the Lenders may agree)in the applicable market, nine or twelve-month period; provided provided, that: (i) all Loans comprising a Borrowing the Initial Interest Period for any LIBOR Rate Advance shall at all times have commence on the same date of such LIBOR Rate Advance (including the date of any conversion thereto or continuance thereof pursuant to Section 2.05); each Interest Period occurring thereafter in respect of such LIBOR Rate Advance shall commence on the expiration date of the immediately preceding Interest Period; (ii) subject to clause (iii) below, each Interest Period for any Loan after the initial Interest Period with respect thereto shall commence on the day on which the immediately preceding Interest Period applicable thereto expires; (iii) if any Interest Period relating to a Loan LIBOR Rate Advance begins on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period, such Interest Period shall end on the last Business Day of such calendar month; (iviii) if any Interest Period would otherwise expire on a day which is not a Business Day, such Interest Period shall expire on the first next succeeding Business Day; , provided, however, that if any Interest Period for a Loan would otherwise expire on a day which is not a there are no more Business Day but is a day of the month after which no further Business Day occurs Days in such that month, such the Interest Period shall expire on the immediately preceding Business Day;; and (viv) no Interest Period in respect of any Borrowing of Loans for Advances shall be selected which extends extend beyond the Maturity Date;. (vib) any Interest Period commencing less than three months prior to the Maturity Date shall end on the Maturity Date; (vii) unless the Required Lenders otherwise agreeIf, no Interest Period longer than three months may be selected at any time when a Default or Event of Default has occurred and is continuing; (viii) if, at any time, the Borrower shall select an Interest Period longer than three months, for any loan, interest shall be payable every three months and at the end of such interest period; (ix) no Interest Period shall be selected which extends beyond any date upon which a scheduled repayment of Loans will be required to be made under Section 4.02(a) if the aggregate principal amount of Loans which have Interest Periods which will expire after such date will be in excess of the aggregate principal amount of Loans then outstanding less the aggregate amount of such required repayment on such date; and (x) no more than 10 Interest Periods shall be outstanding at any time. If upon the expiration of any Interest Period applicable to a Borrowing of LoansLIBOR Rate Advance, the Borrower has failed to elect a new Interest Period to be applicable to such Loans Advance as provided above, (A) if such LIBOR Rate Advances are denominated in Dollars, the Borrower shall be deemed to have elected a three month Interest Period to be applicable to convert such Loans Advance into an Alternate Base Rate Advance effective as of the expiration date of such current Interest PeriodPeriod and (B) if such LIBOR Rate Advances are denominated in Sterling, be exchanged for an Equivalent amount of Dollars and convert into Alternate Base Rate Advances. (c) After giving effect to any Loan, Advance, continuation or conversion of any LIBOR Rate Advance, there may not be more than twelve (12) different Interest Periods in effect hereunder.

Interest Periods. At (a) Loans shall only be maintained as, and/or converted into, Eurodollar Loans so long as all such outstanding Eurodollar Loans are subject to an interest period of one, two, three or six months or, to the time extent available to each Lender of such Eurodollar Loan, twelve months or, with respect to the Borrower gives any Notice of Borrowing in respect of the making of any Loan (in the case of the initial Interest Period applicable thereto) or Term Loans made on the third Business Day prior Closing Date, such other term as to the expiration of an Interest Period applicable to such Loan (in the case of any subsequent Interest Period) (provided that any such notice shall be deemed to be given on a certain day only if given before 10:00 AM (New York time)), it shall have the right to elect, by giving which the Administrative Agent notice thereof, the interest period shall agree (each an “Interest Period”) applicable to such Loan), which as selected by the Borrower in its Notice of Borrowing or any Notice of Conversion, as applicable. Interest Period shall, at the option of the Borrower, be a three month or six month period (or, solely Periods in respect of Loans which are Eurodollar Loans shall also be subject to the Revolving Credit Facility, provisions of Section 2.8(b). (b) The following limitations shall apply to any Interest Period applicable to a one month period) (or such other period as all the Lenders may agree); provided thatLoan which is a Eurodollar Loan: (i) all Loans comprising a Borrowing shall at all times have the same Interest Period; (ii) subject to clause (iii) below, each Interest Period for any Loan after the initial Interest Period with respect thereto shall commence on the day on which the immediately preceding Interest Period applicable thereto expires; (iii) if any Interest Period relating to in respect of a Loan begins on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period, such Interest Period shall end on the last Business Day of such calendar month; (ivii) if any Interest Period in respect of a Loan would otherwise expire end on a day which that is not a Business Day, such Interest Period shall expire on be extended to the first next succeeding Business Day; provided, however, that if any Day unless the result of such extension would be to carry such Interest Period for a Loan would otherwise expire on a day which is not a Business Day but is a day of the month after which no further Business Day occurs in such into another calendar month, in which event such Interest Period shall expire end on the immediately preceding Business Day; (viii) no any Interest Period in respect of any Borrowing of Loans shall be selected which extends a Term Loan that would otherwise extend beyond the Maturity Date; (vi) any Interest Period commencing less than three months prior to the Term Loan Maturity Date shall end on the Term Loan Maturity Date; (viiiv) unless the Required Lenders otherwise agree, no any Interest Period longer than three months may be selected at any time when in respect of a Default or Event of Default has occurred and is continuingRevolving Loan that would otherwise extend beyond the Revolving Termination Date shall end on the Revolving Termination Date; (viii) if, at any time, the Borrower shall select an Interest Period longer than three months, for any loan, interest shall be payable every three months and at the end of such interest period; (ixv) no Interest Period shall be selected which extends of a Loan may extend beyond any date upon which a scheduled repayment of Loans will be Scheduled Principal Payment is required to be made under Section 4.02(a) if unless the aggregate principal amount of Base Rate Loans which have Interest Periods which will expire after such date will be in excess of plus the aggregate principal amount of Eurodollar Loans then outstanding less having Interest Periods which end on or before such date shall be at least equal to or greater than the aggregate principal amount of such required repayment on such dateScheduled Principal Payment; and (xvi) no more than 10 Interest Periods shall be outstanding at any time. If if upon the expiration of any Interest Period applicable to a Borrowing of LoansPeriod, the Borrower has failed to elect elect, a new Interest Period to be applicable to such Eurodollar Loans as provided above, the Borrower shall be deemed to have elected a three month Interest Period to be applicable to such Loans effective as of the expiration date of such current Interest PeriodPeriod the Borrower shall be deemed to have elected to continue such Eurodollar Loans as a Loan of the same Type and duration as the Loan whose Interest Period has just expired, to the extent such conversion is not otherwise prohibited under Section 2.6.

Interest Periods. At Concurrently with the time the Borrower gives any giving of a Notice of Borrowing of LIBOR Loans or Notice of Conversion/Continuation in respect of the making any Borrowing comprised of any Loan (in the case of the initial Interest Period applicable thereto) or on the third Business Day prior to the expiration of an Interest Period applicable to such Loan (in the case of any subsequent Interest Period) (provided that any such notice shall be deemed Base Rate Loans to be given on a certain day only if given before 10:00 AM (New York time))converted into, it or LIBOR Loans to be continued as, LIBOR Loans, the Borrower shall have the right to elect, by giving the Administrative Agent notice thereofpursuant to such notice, the interest period (each each, an “Interest Period”) to be applicable to such LoanLIBOR Loans, which Interest Period shall, at the option of the Borrower, be a one, two, three month or six month period (or, solely in respect of the Revolving Credit Facility, a one six-month period) (or such other period as all the Lenders may agree); provided provided, however, that: (i) all LIBOR Loans comprising a single Borrowing shall at all times have the same Interest Period; (ii) subject to clause (iii) below, each the initial Interest Period for any LIBOR Loan after shall commence on the initial date of the Borrowing of such LIBOR Loan (including the date of any continuation of, or conversion into, such LIBOR Loan), and each successive Interest Period with respect thereto applicable to such LIBOR Loan shall commence on the day on which the immediately next preceding Interest Period applicable thereto expires; (iii) LIBOR Loans may not be outstanding under more than ten (10) separate Interest Periods at any one time (for which purpose Interest Periods shall be deemed to be separate even if they are coterminous); (iv) if any Interest Period relating otherwise would expire on a day that is not a Business Day, such Interest Period shall expire on the next succeeding Business Day unless such next succeeding Business Day falls in another calendar month, in which case such Interest Period shall expire on the next preceding Business Day; (v) [reserved]; (vi) the Borrower may not select any Interest Period that expires after the Maturity Date, with respect to a Loan Loans that are to be maintained as LIBOR Loans; (vii) if any Interest Period begins on a day for which there is no numerically corresponding day in the calendar month at the end of during which such Interest PeriodPeriod would otherwise expire, such Interest Period shall end expire on the last Business Day of such calendar month; (iv) if any Interest Period would otherwise expire on a day which is not a Business Day, such Interest Period shall expire on the first succeeding Business Day; provided, however, that if any Interest Period for a Loan would otherwise expire on a day which is not a Business Day but is a day of the month after which no further Business Day occurs in such month, such Interest Period shall expire on the immediately preceding Business Day; (v) no Interest Period in respect of any Borrowing of Loans shall be selected which extends beyond the Maturity Date; (vi) any Interest Period commencing less than three months prior to the Maturity Date shall end on the Maturity Date; (vii) unless the Required Lenders otherwise agree, no Interest Period longer than three months may be selected at any time when a Default or Event of Default has occurred and is continuing;and (viii) if, at any time, the Borrower shall may not select an Interest Period longer than three months, for any loan, interest shall be payable every three months and at the end of such interest period; (ix) no Interest Period shall be selected which extends beyond any date upon which a scheduled repayment of Loans will be required to be made under Section 4.02(a) if the aggregate principal amount of Loans which have Interest Periods which will expire after such date will be in excess of the aggregate principal amount of Loans then outstanding less the aggregate amount of such required repayment on such date; and (x) no more than 10 Interest Periods shall be outstanding at any time. If upon the expiration of any Interest Period applicable to a Borrowing of Loans(and consequently, the Borrower has failed to elect a new Interest Period to be applicable to such no LIBOR Loans as provided above, the Borrower shall be deemed to made) if an Event of Default shall have elected a three month Interest Period to occurred and be applicable to such Loans effective as of continuing at the expiration date time of such current Interest PeriodNotice of Borrowing or Notice of Conversion/Continuation with respect to any Borrowing.

Interest Periods. At In connection with each LIBOR Loan, Company may, pursuant to the time the Borrower gives any applicable Notice of Borrowing in respect or Notice of the making of any Loan (in Conversion/Continuation, as the case of the initial Interest Period applicable thereto) or on the third Business Day prior to the expiration of may be, select an Interest Period applicable to such Loan (in the case of any subsequent Interest Period) (provided that any such notice shall be deemed to be given on a certain day only if given before 10:00 AM (New York time)), it shall have the right to elect, by giving the Administrative Agent notice thereof, the interest period (each an “Interest Period”) to be applicable to such Loan, which Interest Period shallshall be, at the option of the BorrowerCompany’s option, be either a one, two, three month or six month period (or, solely in respect of the Revolving Credit Facility, a one month period) (or such other period as all the Lenders may agree); provided that: (i) all Loans comprising the initial Interest Period for any LIBOR Loan shall commence on the Funding Date in respect of such Loan, in the case of a Borrowing shall at all times have Loan initially made as a LIBOR Loan, or on the same Interest Perioddate specified in the applicable Notice of Conversion/Continuation, in the case of a Loan converted to a LIBOR Loan; (ii) subject in the case of immediately successive Interest Periods applicable to clause (iii) belowa LIBOR Loan continued as such pursuant to a Notice of Conversion/Continuation, each successive Interest Period for any Loan after the initial Interest Period with respect thereto shall commence on the day on which the immediately next preceding Interest Period applicable thereto expires; (iii) if any Interest Period relating to a Loan begins on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period, such Interest Period shall end on the last Business Day of such calendar month; (iv) if any an Interest Period would otherwise expire on a day which that is not a Business Day, such Interest Period shall expire on the first next succeeding Business Day; providedprovided that, however, that if any Interest Period for a Loan would otherwise expire on a day which that is not a Business Day but is a day of the month after which no further Business Day occurs in such month, such Interest Period shall expire on the immediately next preceding Business Day; (iv) any Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall, subject to clause (v) of this subsection 2.2B, end on the last Business Day of a calendar month; (v) no Interest Period in with respect to any portion of any Borrowing of the Tranche B Term Loans shall be selected which extends extend beyond the Tranche B Term Loan Maturity Date, and no Interest Period with respect to any portion of the Revolving Loans shall extend beyond the Revolving Loan Commitment Termination Date; (vi) any no Interest Period commencing less than three months prior with respect to any Tranche B Term Loans shall extend beyond a date on which Company is required to make a scheduled payment of principal of such Tranche B Term Loans, unless the Maturity Date shall end sum of (a) the aggregate principal amount of such Tranche B Term Loans that are Base Rate Loans plus (b) the aggregate principal amount of such Tranche B Term Loans that are LIBOR Loans with Interest Periods expiring on or before such date equals or exceeds the Maturity Dateprincipal amount required to be paid on such Tranche B Term Loans on such date; (vii) unless the Required Lenders otherwise agree, no Interest Period longer than three months may be selected at with respect to any time when portion of the Revolving Loans shall extend beyond the date on which a Default permanent reduction of the Revolving Loan Commitment Amount is scheduled to occur unless the sum of (a) the aggregate principal amount of Revolving Loans that are Base Rate Loans plus (b) the aggregate principal amount of Revolving Loans that are LIBOR Loans with Interest Periods expiring on or Event before such date plus (c) the excess of Default has occurred and the Revolving Loan Commitment Amount then in effect over the aggregate principal amount of Revolving Loans then outstanding equals or exceeds the permanent reduction of the Revolving Loan Commitment Amount that is continuingscheduled to occur on such date; (viii) if, there shall be no more than ten Interest Periods outstanding at any time, the Borrower shall select an Interest Period longer than three months, for any loan, interest shall be payable every three months and at the end of such interest period;; and (ix) no in the event Company fails to specify an Interest Period shall be selected which extends beyond for any date upon which a scheduled repayment LIBOR Loan in the applicable Notice of Loans will be required to be made under Section 4.02(a) if the aggregate principal amount Borrowing or Notice of Loans which have Interest Periods which will expire after such date will be in excess of the aggregate principal amount of Loans then outstanding less the aggregate amount of such required repayment on such date; and (x) no more than 10 Interest Periods shall be outstanding at any time. If upon the expiration of any Interest Period applicable to a Borrowing of LoansConversion/Continuation, the Borrower has failed to elect a new Interest Period to be applicable to such Loans as provided above, the Borrower Company shall be deemed to have elected a three month selected an Interest Period to be applicable to such Loans effective as of the expiration date of such current Interest Periodone month.

Interest Periods. At the time the Borrower gives Borrowers give any Notice of Borrowing or Notice of Conversion in respect of the making of of, or conversion into, any Eurodollar Loan (in the case of the initial Interest Period applicable thereto) or on the third Business Day prior to the expiration of an Interest Period applicable to such Eurodollar Loan (in the case of any subsequent Interest Period) (provided that any such notice shall be deemed to be given on a certain day only if given before 10:00 AM (New York time)), it the Borrowers shall have the right to elect, by giving having an Authorized Representative of the Borrowers give the Administrative Agent notice thereof, the interest period (each an “"Interest Period”") applicable to such Eurodollar Loan, which Interest Period shall, at the option of the BorrowerBorrowers, be a one, two, three month or six month period (or, solely in respect of the Revolving Credit Facility, a one six-month period) (or such other period as all the Lenders may agree); , provided that: (i) all Eurodollar Loans comprising a Borrowing shall at all times have the same Interest Period; (ii) subject to clause (iii) below, each the initial Interest Period for any Eurodollar Loan after shall commence on the initial date of Borrowing of such Eurodollar Loan (including the date of any conversion thereto from a Revolving Loan of a different Type) and each Interest Period with occurring thereafter in respect thereto of such Eurodollar Loan shall commence on the day on which the immediately next preceding Interest Period applicable thereto expires; (iii) if any Interest Period relating to a Eurodollar Loan begins on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period, such Interest Period shall end on the last Business Day of such calendar month; (iv) if any Interest Period would otherwise expire on a day which is not a Business Day, such Interest Period shall expire on the first next succeeding Business Day; provided, however, that if any Interest Period for a Eurodollar Loan would otherwise expire on a day which is not a Business Day but is a day of the month after which no further Business Day occurs in such month, such Interest Period shall expire on the immediately next preceding Business Day; (v) no Interest Period may be selected at any time when a Default or an Event of Default is then in existence; and (vi) no Interest Period in respect of any Borrowing of Eurodollar Loans shall be selected which extends beyond the Maturity Date; (vi) any Interest Period commencing less than three months prior to the Maturity Date shall end on the Maturity Date; (vii) unless the Required Lenders otherwise agree, no Interest Period longer than three months may be selected at any time when a Default or Event of Default has occurred and is continuing; (viii) if, at any time, the Borrower shall select an Interest Period longer than three months, for any loan, interest shall be payable every three months and at the end of such interest period; (ix) no Interest Period shall be selected which extends beyond any date upon which a scheduled repayment of Loans will be required to be made under Section 4.02(a) if the aggregate principal amount of Loans which have Interest Periods which will expire after such date will be in excess of the aggregate principal amount of Loans then outstanding less the aggregate amount of such required repayment on such date; and (x) no more than 10 Interest Periods shall be outstanding at any time. If upon the expiration of any Interest Period applicable to a Borrowing of Eurodollar Loans, the Borrower has Borrowers have failed to elect elect, or are not permitted to elect, a new Interest Period to be applicable to such Eurodollar Loans as provided above, the Borrower Borrowers shall be deemed to have elected a three month Interest Period to be applicable to convert such Eurodollar Loans into Base Rate Loans effective as of the expiration date of such current Interest Period.

Interest Periods. (a) At the time the Borrower gives any a Notice of Borrowing or Notice of Conversion in respect of the making of, or conversion into, a Borrowing of any Loan Eurodollar Loans (in the case of the initial Interest Period applicable thereto) or prior to 12:00 Noon (New York time) on the third Business Day prior to the expiration of an Interest Period applicable to such Loan (in the case a Borrowing of any subsequent Interest Period) (provided that any such notice shall be deemed to be given on a certain day only if given before 10:00 AM (New York time))Eurodollar Loans, it shall have the right to elect, elect by giving the Administrative Agent written notice thereof, (or telephonic notice promptly confirmed in writing) of the interest period (each an “Interest Period”) Period applicable to such LoanBorrowing, which Interest Period shall, at the option of the Borrower, be a one, three month or six month period (or, solely in respect of period. Notwithstanding anything to the Revolving Credit Facility, a one month period) (or such other period as all the Lenders may agree); provided thatcontrary contained above: (i) all Loans comprising a Borrowing shall at all times have the same Interest Period; (ii) subject to clause (iii) below, each initial Interest Period for any Loan after Borrowing of Eurodollar Loans shall commence on the initial date of such Borrowing (including the date of any conversion from a Borrowing of Base Rate Loans) and each Interest Period with occurring thereafter in respect thereto of such Borrowing shall commence on the day on which the immediately next preceding Interest Period applicable thereto expires; (iiiii) if any Interest Period relating to a Loan begins on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period, such Interest Period shall end on the last Business Day of such calendar month; (iviii) if any Interest Period would otherwise expire on a day which is not a Business Day, such Interest Period shall expire on the first next succeeding Business Day; provided, however, provided that if any Interest Period for a Loan would otherwise expire on a day which is not a Business Day but is a day of the month after which no further Business Day occurs in such month, such Interest Period shall expire on the immediately next preceding Business Day; (iv) no Interest Period shall extend beyond the Maturity Date; (v) no Interest Period in respect of any Borrowing of Loans shall be selected which extends beyond the Maturity Date; (vi) any Interest Period commencing less than three months prior to the Maturity Date shall end on the Maturity Date; (vii) unless the Required Lenders otherwise agree, no Interest Period longer than three months may be selected elected at any time when a Default or Event of Default has occurred and is continuing; (viii) if, at any time, the Borrower shall select an Interest Period longer than three months, for any loan, interest shall be payable every three months and at the end of such interest period; (ix) no Interest Period shall be selected which extends beyond any date upon which a scheduled repayment of Loans will be required to be made under Section 4.02(a) then in existence if the aggregate principal amount of Loans which Administrative Agent or the Required Banks have Interest Periods which will expire after determined that such date will an election at such time would be in excess of disadvantageous to the aggregate principal amount of Loans then outstanding less the aggregate amount of such required repayment on such dateBanks; and (xvi) no more than 10 four Interest Periods shall of one month may be outstanding at selected by the Borrower in any time. calendar year. (b) If upon the expiration of any Interest Period applicable to a Borrowing of LoansPeriod, the Borrower has failed to (or may not) elect a new Interest Period to be applicable to such the respective Borrowing of Eurodollar Loans as provided above, the Borrower shall be deemed to have elected a three one month Interest Period for such Borrowing, provided that if the Borrower may not elect such a one month Interest Period, the Borrower will be deemed to be applicable have elected to convert such Borrowing into a Borrowing of Base Rate Loans effective as of the expiration date of such current Interest Period.