Common use of Interest Rate Elections Clause in Contracts

Interest Rate Elections. (a) Subject to the conditions and limitations in this Agreement, Borrower may by providing a Rollover/Conversion Notice to Administrative Agent: (i) Elect, for a new advance of funds, that such Principal Debt will be Base Rate Principal, LIBOR Rate Principal or a combination thereof; (ii) Elect to convert, on a LIBOR Business Day, all or part of Base Rate Principal into LIBOR Rate Principal; (iii) Elect to convert, on the last day of the Interest Period applicable thereto, all or part of any LIBOR Rate Principal into Base Rate Principal; or (iv) Elect to continue, commencing on the last day of the Interest Period applicable thereto, any LIBOR Rate Principal. If, for any reason, an effective election is not made in accordance with the terms and conditions hereof for any principal advance or for any LIBOR Rate Principal for which the corresponding Interest Period is expiring, or to convert Base Rate Principal to LIBOR Rate Principal, then the sums in question will be Base Rate Principal until an effective LIBOR Rate Election is thereafter made for such sums. (b) Each Rollover/Conversion Notice must be received by Administrative Agent not later than 10:00 a.m., Administrative Agent’s Time on the applicable date as follows: (i) With respect to an advance of or a conversion to Base Rate Principal, one (1) Business Day prior to the proposed date of advance or conversion; and (ii) With respect to an advance of, conversion to or continuation of LIBOR Rate Principal, three (3) Business Days prior to the proposed date of advance, conversion or continuation. Unless otherwise specified herein, no conversion from LIBOR Rate Principal may be made other than at the end of the corresponding Interest Period. Each Rollover/Conversion Notice shall stipulate: (A) the amount of the advance or of the Principal Debt to be converted or continued; (B) the nature of the proposed advance, conversion or continuation, which shall be either Base Rate Principal, LIBOR Rate Principal or a combination thereof, and in the case of a conversion or continuation, the nature of the Principal Debt to be converted or continued; and (C) in the case of LIBOR Rate Principal, the proposed commencement date and duration of the Interest Period. All such notices shall be irrevocable once given, and shall be deemed to have been given only when actually received by Administrative Agent in writing in form specified by Administrative Agent.

Interest Rate Elections. (a) Subject to the conditions and limitations in this AgreementLoan, Borrower may by providing a Rollover/Conversion Notice written notice to Administrative Agent:Agent (a “Rate Election Notice”): (i) Elect, for a new advance of funds, that such Principal Debt will be Base Rate Principal, LIBOR Rate Principal, LIBOR Daily Rate Principal or a combination thereof; (ii) Elect to convert, on a LIBOR Business Day, all or part of Base Rate Principal into LIBOR Rate PrincipalPrincipal or LIBOR Daily Rate Principal or a combination thereof; (iii) Elect to convert, on the last day of the Interest Period applicable thereto, all or part of any LIBOR Rate Principal into Base Rate Principal; orPrincipal or LIBOR Daily Rate Principal or a combination thereof; (iv) Elect to continue, commencing on the last day of the Interest Period applicable thereto, any LIBOR Rate Principal; or (v) Elect to convert, on a LIBOR Business Day, all or part of any LIBOR Daily Rate Principal into Base Rate Principal or LIBOR Rate Principal or a combination thereof. If, for any reason, an effective election is not made in accordance with the terms and conditions hereof for any principal advance or for any LIBOR Rate Principal for which the corresponding Interest Period is expiring, or to convert Base Rate Principal to LIBOR Rate Principal or LIBOR Daily Rate Principal, then the sums in question will be Base Rate Principal until an effective LIBOR Rate Election or LIBOR Daily Rate Election is thereafter made for such sums. (b) Each Rollover/Conversion Rate Election Notice must be received by Administrative Agent not later than 10:00 a.m., Administrative Agent’s Time on the applicable date as follows: (i) With respect to an advance of or a conversion to Base Rate Principal, one (1) Business Day prior to the proposed date of advance or conversion; and; (ii) With respect to an advance of, conversion to or continuation of LIBOR Rate Principal, three (3) LIBOR Business Days prior to the proposed date of advance, conversion or continuation; and (iii) With respect to an advance of or conversion to LIBOR Daily Rate Principal, one (1) LIBOR Business Day prior to the proposed date of advance or conversion. Unless otherwise specified herein, no conversion from LIBOR Rate Principal may be made other than at the end of the corresponding Interest Period. Each Rollover/Conversion Rate Election Notice shall stipulate: (A) the amount of the advance or of the Principal Debt to be converted or continued; (B) the nature of the proposed advance, conversion or continuation, which shall be either Base Rate Principal, LIBOR Rate Principal, LIBOR Daily Rate Principal or a combination thereof, and in the case of a conversion or continuation, the nature of the Principal Debt to be converted or continued; and (C) in the case of LIBOR Rate Principal, the proposed commencement date and duration of the Interest Period. All such notices shall be irrevocable once given, and shall be deemed to have been given only when actually received by Administrative Agent in writing in form specified by Administrative Agent. (c) Administrative Agent shall promptly notify Borrower and Lenders of the interest rate applicable to each portion of the Principal Debt other than a Base Rate Principal upon determination of same.

Interest Rate Elections. (a) Subject to the terms and conditions and limitations in of this Agreement, the Borrower may shall have the right, exercisable by providing a Rollover/Conversion Notice submission of an Interest Rate Election, as to Administrative Agent: (i) Electany Revolving Credit Loan and as to any portion of the then outstanding principal balance of the Revolving Credit Loans, for a new advance of funds, that such Principal Debt will to be Base Rate Principal, LIBOR Rate Principal or a combination thereof; (ii) Elect to convert, on a LIBOR Business Day, all or part of Base Rate Principal into LIBOR Rate Principal; (iii) Elect to convert, effective on the last day applicable Interest Adjustment Date for the Loan in question, to elect the Reference Rate or the Libor Rate as the interest rate on such Loan and/or on the portion of the Interest Period applicable thereto, all or part of any LIBOR Rate Principal into Base Rate Principal; or (iv) Elect to continue, commencing on the last day outstanding principal balance of the Loans that is subject to an Interest Period applicable thereto, any LIBOR Rate Principal. If, for any reason, an effective election is not made in accordance with the terms and conditions hereof for any principal advance or for any LIBOR Rate Principal for which the corresponding Interest Period is expiring, or to convert Base Rate Principal to LIBOR Rate Principal, then the sums in question will be Base Rate Principal until an effective LIBOR Rate Election is thereafter made for on such sumsInterest Adjustment Date. (b) Each Rollover/Conversion Notice must Interest Rate Elections with regard to the Libor Rate shall be received subject to and governed by Administrative Agent not later than 10:00 a.m., Administrative Agent’s Time on the applicable date as follows:Section 2.10. (ic) With respect Notwithstanding any other provisions of this Agreement, no Interest Rate Election shall be permitted if it would cause the outstanding amount of Libor Loans on any date on which the Commitment is to an advance of or a conversion be reduced in accordance with Section 2.09 to Base Rate Principal, one exceed the amount to which the Commitment is to be reduced. (1d) On the Business Day prior that the Agent is deemed to have received a Borrowing Request or an Interest Rate Election from the proposed date Borrower, the Agent shall notify each of advance the Banks thereof, by telecopying or conversion; andE-mailing a copy of such Borrowing Request or Interest Rate Election, as applicable, to each Bank. The Business Day on which the Banks receive notice from the Agent of a Borrowing Request or Interest Rate Election is hereinafter referred to as a "Notice Day". (iie) With respect to an advance of, conversion to or continuation of LIBOR Rate Principal, three (3) Business Days prior to the proposed date of advance, conversion or continuation. Unless otherwise specified herein, no conversion from LIBOR Rate Principal may be made other than at the end of the corresponding Interest Period. Each Rollover/Conversion Notice shall stipulate: (A) the amount of the advance or of the Principal Debt to be converted or continued; (B) the nature of the proposed advance, conversion or continuation, which shall be either Base Rate Principal, LIBOR Rate Principal or a combination thereof, and in In the case of a conversion Borrowing Request or continuationInterest Rate Election for a Libor Loan, at or prior to 12:00 P.M. on the Business Day immediately succeeding the Notice Day, if the Interest Period selected by the Borrower in such Borrowing Request or Interest Rate Election is an Interest Period which, under this Agreement, requires the consent of the Banks, each Bank shall notify the Agent, by telephone, telecopy or E-mail, whether such Bank is willing to offer to the Borrower the Interest Period so selected by the Borrower and, if not, subject to Section 2.10(b), (c), (f) and (g), the nature longest Interest Period which such Bank is prepared to offer to the Borrower with respect to such Loan, which Interest Period may not be shorter than the longest Interest Period which does not require the consent of the Principal Debt Banks under this Agreement. If any Bank fails to be converted give any such notice on or continued; prior to the time set forth above, the Agent shall base its below selections on the notices received from Banks at or prior to such time. The Agent shall (a) select (i) if the Interest Period selected by the Borrower is one which requires the consent of the Banks, the shortest Interest Period among those which each Bank has indicated it is prepared to offer to the Borrower and (Cii) in the Adjusted Libor Rate applicable thereto, (b) calculate the Libor Rate on the basis thereof and (c) notify the Borrower and each Bank of such Libor Rate and, if applicable, the available Interest Period, by telephone or telecopy or E-mail, prior to 2:00 P.M. on the same Business Day as the Business Day on which the Agent receives such determinations from the Banks. In accordance with Section 2.01 (c), the Banks shall send to the Agent by Wire Transfer Dollars (which are immediately available to Agent upon receipt) for disbursement to the Borrower. (f) In the case of LIBOR a Borrowing Request or Interest Rate PrincipalElection for a Reference Rate Loan, the proposed commencement date and duration Agent shall, concurrently with its notification to each of the Interest PeriodBanks pursuant to subsection (d) notify such Bank of the Reference Rate applicable to the Loan. All such notices At or prior to 12:00 P.M. on the Business Day immediately succeeding the Notice Day, each Bank shall be irrevocable once given, and shall be deemed send to have been given only when actually received the Agent by Administrative Wire Transfer Dollars (which are immediately available to the Agent upon receipt) for disbursement to the Borrower in writing in form specified by Administrative Agentaccordance with Section 2.01.

Interest Rate Elections. (a) Subject The initial Type of Loans comprising each Borrowing, and the duration of the initial Interest Period applicable thereto if they are initially LIBOR Loans, shall be as specified in the applicable Notice of Borrowing. Thereafter, the Borrower may from time to time elect to change or continue the Type of, or the duration of the Interest Period applicable to, the Loans (other than Swingline Loans) included in any Borrowing (excluding overdue Loans and subject in each case to the conditions provisions of the definition of Interest Period and limitations in this AgreementArticle VIII), Borrower may by providing a Rollover/Conversion Notice to Administrative Agentas follows: (i) Elect, for a new advance of funds, that if such Principal Debt will be Loans are Base Rate PrincipalLoans (other than a Swingline Loan), the Borrower may elect to designate such Loans as LIBOR Loans, may elect to continue such Loans as Base Rate Principal Loans or a may elect to designate such Loans as any combination thereof;of Base Rate Loans and LIBOR Loans; and (ii) Elect if such Loans are LIBOR Loans, the Borrower may elect to convertdesignate such Loans as Base Rate Loans, on a may elect to continue such Loans as LIBOR Business DayLoans for an additional Interest Period, all or part may elect to designate such Loans as any combination of Base Rate Principal into Loans and LIBOR Rate Principal;Loans. Notwithstanding the foregoing, the Borrower may not elect an Interest Period for LIBOR Loans unless the aggregate outstanding principal amount of each Bank's Applicable Percentage of the LIBOR Loans (including any such LIBOR Loans made pursuant to Section 2.01 on the date that such Interest Period is to begin) to which such Interest Period will apply is at least $500,000 or any larger multiple of $100,000 provided, however, at no time shall there be more than six (6) different Interest Periods outstanding. (iiib) Elect Any election permitted by subsection (a) of this Section may become effective on any LIBOR Business Day specified by the Borrower (the "Election Date"); provided that, with respect to convertany outstanding LIBOR Loan, on the Borrower may not specify an Election Date that is other than the last day of the Interest Period therefor. Each such election shall be made by the Borrower by delivering a notice (a "Notice of Interest Rate Election") to the Administrative Agent not later than 11:00 a.m. (New York City time) on (x) the Election Date, if all the resulting Loans will be Base Rate Loans and (y) the date three (3) LIBOR Business Days before the Election Date, if the resulting Loans will include LIBOR Loans. Each Notice of Interest Rate Election shall specify with respect to the outstanding Loans to which such notice applies: (i) the Election Date; (ii) if the Type of Loan is to be changed, the new Type of Loan and, if such new Type is a LIBOR Loan, the duration of the new Interest Period applicable thereto; (iii) if such Loans are LIBOR Loans and the Type of such Loans is to be continued for an additional or different Interest Period, all the duration of such additional or part of any LIBOR Rate Principal into Base Rate Principaldifferent Interest Period; orand (iv) Elect if such Loans are to continuebe designated as a combination of Base Rate Loans, or LIBOR Loans, the information specified in clauses (i) through (iii) above as to each resulting Borrowing and the aggregate amount of each such Borrowing. Each Interest Period specified in a Notice of Interest Rate Election shall comply with the provisions of the definition of Interest Period and the last sentence of subsection (a) of this Section. (c) Upon receipt of a Notice of Interest Rate Election, the Administrative Agent shall promptly notify each Bank of the contents thereof and of such Bank's share of such Borrowing and such notice shall not thereafter be revocable by the applicable Borrower. (d) If a Borrower (i) fails to deliver a timely Notice of Interest Rate Election to the Administrative Agent electing to continue or change the Type of, or the duration of the Interest Period applicable to, the Loans included in any Borrowing as provided in this Section and (ii) has not theretofore delivered a notice of prepayment relating to such Loans, then such Borrower shall be deemed to have given the Administrative Agent a Notice of Interest Rate Election electing to change the Type of such Loans to (or continue the Type thereof as) Base Rate Loans, commencing on the last day of the Interest Period applicable thereto, any LIBOR Rate Principal. If, for any reason, an effective election is not made in accordance with the terms and conditions hereof for any principal advance or for any LIBOR Rate Principal for which the corresponding Interest Period is expiring, or to convert Base Rate Principal to LIBOR Rate Principal, then the sums in question will be Base Rate Principal until an effective LIBOR Rate Election is thereafter made for such sums. (b) Each Rollover/Conversion Notice must be received by Administrative Agent not later than 10:00 a.m., Administrative Agent’s Time on the applicable date as follows: (i) With respect to an advance of or a conversion to Base Rate Principal, one (1) Business Day prior to the proposed date of advance or conversion; and (ii) With respect to an advance of, conversion to or continuation of LIBOR Rate Principal, three (3) Business Days prior to the proposed date of advance, conversion or continuation. Unless otherwise specified herein, no conversion from LIBOR Rate Principal may be made other than at the end of the corresponding current Interest Period. Each Rollover/Conversion Notice shall stipulate: (A) the amount of the advance or of the Principal Debt to be converted or continued; (B) the nature of the proposed advance, conversion or continuation, which shall be either Base Rate Principal, LIBOR Rate Principal or a combination thereof, and in the case of a conversion or continuation, the nature of the Principal Debt to be converted or continued; and (C) in the case of LIBOR Rate Principal, the proposed commencement date and duration of the Interest Period. All such notices shall be irrevocable once given, and shall be deemed to have been given only when actually received by Administrative Agent in writing in form specified by Administrative Agent.

Interest Rate Elections. (a) Subject to the conditions and limitations in this Agreement, Borrower the Operating Partnership, on behalf of Borrowers, may by providing a Rollover/Conversion Notice written notice to Administrative Agent:Agent in the form specified by Administrative Agent (a “Rate Election Notice”): (i) Elect, for a new advance Advance of funds, that such Principal Debt will be Base Rate Principal, LIBOR Rate Principal Principal, or a combination thereof; (ii) Elect to convert, on a LIBOR Business Day, all or part of Base Rate Principal into LIBOR Rate Principal; (iii) Elect to convert, on the last day of the Interest Period applicable thereto, all or part of any LIBOR Rate Principal into Base Rate Principal; or (iv) Elect to continue, commencing on the last day of the Interest Period applicable thereto, any LIBOR Rate Principal. If, for any reason, an effective election is not made in accordance with the terms and conditions hereof for any principal advance Advance or for any LIBOR Rate Principal for which the corresponding Interest Period is expiring, or to convert Base Rate Principal to LIBOR Rate Principal, then the sums in question will be Base Rate Principal until an effective LIBOR Rate Election is thereafter made for such sums. (b) Each Rollover/Conversion Rate Election Notice must be received by Administrative Agent not later than 10:00 a.m., Administrative Agent’s Time Time, on the applicable date as follows: (i) With respect to an advance Advance of or a conversion to Base Rate Principal, one (1) Business Day prior to the proposed date of advance Advance or conversion; and (ii) With respect to an advance Advance of, conversion to or continuation of LIBOR Rate Principal, three (3) LIBOR Business Days prior to the proposed date of advanceAdvance, conversion or continuation. Unless otherwise specified herein, no conversion from LIBOR Rate Principal may be made other than at the end of the corresponding Interest Period. Each Rollover/Conversion Rate Election Notice shall stipulate: (A) the amount of the advance Advance or of the Principal Debt to be converted or continued; (B) the nature of the proposed advanceAdvance, conversion or continuation, which shall be either Base Rate Principal, LIBOR Rate Principal or a combination thereof, and in the case of a conversion or continuation, the nature of the Principal Debt to be converted or continued; and (C) in the case of LIBOR Rate Principal, the proposed commencement date and duration of the Interest Period. All such notices shall be irrevocable once given, and shall be deemed to have been given only when actually received by Administrative Agent in writing in form specified by Administrative Agent. (c) Administrative Agent shall promptly notify the Operating Partnership, on behalf of Borrowers, and Lenders of the interest rate applicable to each portion of the Principal Debt other than a Base Rate Principal upon determination of same.

Interest Rate Elections. (a) Subject to the conditions and limitations in this Note and in the Credit Agreement, Borrower may by providing written notice to Lender in the form specified by Agent (a Rollover/Conversion Notice to Administrative Agent:“Rate Election Notice”): (i) Elect, for a new advance of funds, that such Principal Debt will be Base Rate Principal, LIBOR Rate Principal or a combination thereof; (ii) Elect to convert, on a LIBOR Business Day, all or part of Base Rate Principal into LIBOR Rate Principal; (iii) Elect to convert, on the last day of the Interest Period applicable thereto, all or part of any LIBOR Rate Principal into Base Rate Principal; or (iv) Elect to continue, commencing on the last day of the Interest Period applicable thereto, any LIBOR Rate Principal. If, for any reason, an effective election is not made in accordance with the terms and conditions hereof of this Note for any principal advance or for any LIBOR Rate Principal for which the corresponding Interest Period is expiring, or to convert Base Rate Principal to LIBOR Rate Principal, then the sums in question will be Base Rate Principal until an effective LIBOR Rate Election is thereafter made for such sums. (b) Each Rollover/Conversion Rate Election Notice must be received by Administrative Agent Lender not later than 10:00 a.m., Administrative Agent’s Time a.m. on the applicable date as follows: (i) With respect to an advance of or a conversion to Base Rate Principal, one (1) Business Day prior to the proposed date of advance or conversion; and (ii) With respect to an advance of, conversion to or continuation of LIBOR Rate Principal, three (3) LIBOR Business Days prior to the proposed date of advance, conversion or continuation. Unless otherwise specified herein, no conversion from LIBOR Rate Principal may be made other than at the end of the corresponding Interest Period. Each Rollover/Conversion Rate Election Notice shall stipulate: (A) the amount of the advance or of the Principal Debt to be converted or continued; (B) the nature of the proposed advance, conversion or continuation, which shall be either Base Rate Principal, LIBOR Rate Principal or a combination thereof, and in the case of a conversion or continuation, the nature of the Principal Debt to be converted or continued; and (C) in the case of LIBOR Rate Principal, the proposed commencement date and duration of the Interest Period. All such notices shall be irrevocable once given, and shall be deemed to have been given only when actually received by Administrative Agent Lender in writing in a form specified by Administrative AgentLender.

Interest Rate Elections. (a) Any Borrower, subject to any prior continuing interest rate elections made pursuant to Section 2.3(b), at any time and from time to time, may notify the Agent that it is electing to have interest accrue at the Base Rate on all or a specific portion of the aggregate unpaid amount of any Revolving Credit Advance. All Revolving Credit Advances for which an interest rate option is not specifically designated by a Borrower, pursuant to the terms hereof, or not requested in conformity with the terms hereof, shall be bear interest at the Base Rate. (b) Subject to the notice provisions set forth in this Section 2.3(b), at any time and from time to time, any Borrower may notify (which notice shall be irrevocable) the Agent that it is electing to have interest accrue for a LIBOR Period specified in writing by such Borrower at the Adjusted LIBOR Rate on all or a specific portion of the aggregate unpaid amount of any Revolving Credit Advance (including any Revolving Credit Advance to be made by the Lenders to the Borrowers on the date of election) equal to the amount specified by such Borrower. A Borrower shall notify the Agent not later than 11:00 A.M. three (3) LIBOR Business Days before the date on which the Borrowers desire any Revolving Credit Advance to bear interest at the Adjusted LIBOR Rate. Notwithstanding anything contained herein to the contrary, any LIBOR Loan shall be in minimum denominations equal to the lesser of (i) the Minimum Loan Amount and integral multiples of Two Hundred Fifty Thousand Dollars ($250,000) if in excess thereof or (ii) the remaining credit availability under the Revolving Credit Commitment. A Borrower may not elect to have a Revolving Credit Advance bear interest at the Adjusted LIBOR Rate if as a result thereof more than eight (8) LIBOR Loans would be outstanding. (c) Following an interest rate election made by any Borrower with respect to any Revolving Credit Advance pursuant to Sections 2.3(a) or 2.3(b), but subject to all other conditions and limitations in of this Agreement, such Borrower may, in accordance with the provisions of Sections 2.3(a) and 2.3(b), from time to time, elect to convert or continue the type of interest rate borne by such Revolving Credit Advance. In the event that a Borrower fails to provide the Agent with any notice of conversion or continuance, as described above, such Revolving Credit Advance shall immediately and automatically become a Base Rate Loan and shall commence bearing interest at the Base Rate. Notwithstanding anything contained herein to the contrary, no Borrower shall convert any LIBOR Loan to a Base Rate Loan until the expiration of the LIBOR Period then in effect with respect thereto. (d) Each LIBOR Period shall end prior to the Termination Date, and the Borrowers may not elect any LIBOR Period hereunder that ends after the Termination Date. (e) In the event that the Agent shall determine (which determination shall be conclusive and binding upon the Borrowers) that, by providing a Rollover/Conversion Notice reason of circumstances affecting the interbank eurodollar market or otherwise, adequate and reasonable means do not exist for ascertaining LIBOR, the Borrowers' right to Administrative Agentelect to have interest accrue on any Revolving Credit Advance at the Adjusted LIBOR Rate shall be suspended until such time that the Agent determines that adequate and reasonable means exist for ascertaining LIBOR. (f) Notwithstanding anything contained herein to the contrary, if any applicable law, treaty, regulation or directive, or any change in or in the application or interpretation of such law, treaty, regulation or directive, or any other event shall make it unlawful for any Lender to make or maintain LIBOR Loans: (i) Elect, for a new advance of funds, that such Principal Debt will be Base Rate Principal, LIBOR Rate Principal or a combination thereof; (ii) Elect to convert, on a LIBOR Business Day, all or part of Base Rate Principal into LIBOR Rate Principal; (iii) Elect to convert, on the last day The obligation of the Interest Period applicable thereto, all Lenders to make or part of any maintain LIBOR Rate Principal into Base Rate Principal; or (iv) Elect to continue, commencing on the last day of the Interest Period applicable thereto, any LIBOR Rate Principal. If, for any reason, an effective election is not made in accordance with the terms Loans shall be cancelled automatically and conditions hereof for any principal advance or for any LIBOR Rate Principal for which the corresponding Interest Period is expiring, or to convert Base Rate Principal to LIBOR Rate Principal, then the sums in question will be Base Rate Principal until an effective LIBOR Rate Election is thereafter made for such sums. (b) Each Rollover/Conversion Notice must be received by Administrative Agent not later than 10:00 a.m., Administrative Agent’s Time on the applicable date as follows: (i) With respect to an advance of or a conversion to Base Rate Principal, one (1) Business Day prior to the proposed date of advance or conversionimmediately; and (ii) With respect Such LIBOR Loans shall convert automatically and immediately to an advance ofBase Rate Loans and bear interest at the Adjusted Base Rate. (g) The Borrowers shall not prepay, conversion to in whole or continuation of in part, any LIBOR Rate Principal, three (3) Business Days Loans prior to the proposed date of advance, conversion or continuation. Unless otherwise specified herein, no conversion from LIBOR Rate Principal may be made other than at the end expiration of the corresponding Interest Periodappropriate LIBOR Period applicable thereto. Each Rollover/Conversion Notice The Borrowers shall stipulate: indemnify the Lenders and hold the Lenders harmless from and against any and all direct and indirect costs and losses (Aincluding losses resulting from redeployment of prepaid or reborrowed funds at rates lower than the cost of such funds to the Lenders), but not lost profits, that the Lenders may sustain or incur as a result of (i) any prepayment of a LIBOR Loan, (ii) the amount conversion of a LIBOR Loan to a Base Rate Loan prior to the expiration of the advance or LIBOR Period applicable thereto, (iii) a Revolving Credit Advance being converted from a LIBOR Loan to a Base Rate Loan by reason of the Principal Debt circumstances described in Section 2.3(e) or (f), or (iv) a LIBOR Loan not being made after notice thereof is provided to be converted the Agent pursuant hereto. Such agreement to indemnify shall include, without limitation, any interest payable by the Lenders to lenders of funds obtained by the Lenders in order to make or continued; maintain LIBOR Loans pursuant hereto. (Bh) Following the nature occurrence and during the continuance of the proposed advance, conversion or continuation, which shall be either Base Rate Principal, LIBOR Rate Principal or a combination thereof, and in the case an Event of a conversion or continuationDefault, the nature of the Principal Debt to be converted or continued; and (C) in the case of LIBOR Rate Principal, the proposed commencement date and duration of the Interest Period. All such notices shall be irrevocable once given, and shall be deemed Borrowers may not elect to have been given only when actually received by Administrative Agent any Revolving Credit Advance made or maintained as, or converted into, a LIBOR Loan after the expiration of any LIBOR Period then in writing in form specified by Administrative Agenteffect for that Revolving Credit Advance.

Interest Rate Elections. (a) Subject to the conditions and limitations in this AgreementLoan, Borrower may by providing written notice (a Rollover/Conversion Notice to Administrative Agent:“Rate Election Notice”): (i) Elect, for a new advance of funds, that such Principal Debt will be Base Rate Principal, LIBOR Rate Principal or a combination thereof; (ii) Elect to convert, on a LIBOR Business Day, all or part of Base Rate Principal into LIBOR Rate PrincipalPrincipal or a combination thereof; (iii) Elect to convert, on the last day of the Interest Period applicable thereto, all or part of any LIBOR Rate Principal into Base Rate Principal; orPrincipal or a combination thereof; (iv) Elect to continue, commencing on the last day of the Interest Period applicable thereto, any LIBOR Rate Principal. If, for any reason, an effective election is not made in accordance with the terms and conditions hereof for any principal advance or for any LIBOR Rate Principal for which the corresponding Interest Period is expiring, or to convert Base Rate Principal to LIBOR Rate Principal, then the sums in question will be Base Rate Principal until an effective LIBOR Rate Election is thereafter made for such sums. (b) Each Rollover/Conversion Rate Election Notice must be received by Administrative Agent not later than 10:00 a.m., Administrative Agent’s Time on the applicable date as follows: (i) With respect to an advance of or a conversion to Base Rate Principal, one (1) Business Day prior to the proposed date of advance or conversion; and (ii) With respect to an advance of, conversion to or continuation of LIBOR Rate Principal, three (3) LIBOR Business Days prior to the proposed date of advance, conversion or continuation. Unless otherwise specified herein, no conversion from LIBOR Rate Principal may be made other than at the end of the corresponding Interest Period. Each Rollover/Conversion Rate Election Notice shall stipulate: (A) the amount of the advance or of the Principal Debt to be converted or continued; (B) the nature of the proposed advance, conversion or continuation, which shall be either Base Rate Principal, LIBOR Rate Principal or a combination thereof, and in the case of a conversion or continuation, the nature of the Principal Debt to be converted or continued; and (C) in the case of LIBOR Rate Principal, the proposed commencement date and duration of the Interest Period. All such notices shall be irrevocable once given, and shall be deemed to have been given only when actually received by Administrative Agent in writing in form specified by Administrative Agent. (c) Administrative Agent shall promptly notify Borrower and Lenders of the interest rate applicable to each portion of the Principal Debt other than a Base Rate Principal upon determination of same.

Interest Rate Elections. (a) Subject to the conditions and limitations in this Agreement, Borrower may by providing a Rollover/Conversion Loan Notice to Administrative AgentLender substantially in the form attached hereto as Exhibit C: (i) Elect, for a new advance of funds, that such Principal Debt Borrowing will be a Base Rate PrincipalLoan, LIBOR a Eurocurrency Rate Principal Loan or a combination thereof; (ii) Elect to convert, on a LIBOR Business Day, all or part of a Base Rate Principal Loan into LIBOR a Eurocurrency Rate PrincipalLoan; (iii) Elect to convert, on the last day of the Interest Period applicable thereto, all or part of any LIBOR a Eurocurrency Rate Principal Loan into a Base Rate PrincipalLoan; or (iv) Elect to continue, commencing on the last day of the Interest Period applicable thereto, any LIBOR Eurocurrency Rate PrincipalLoan. If, for any reason, an effective election is not made in accordance with the terms and conditions hereof of this Agreement for any principal advance of Loan proceeds or for any LIBOR Eurocurrency Rate Principal Loan for which the corresponding Interest Period is expiring, or to convert a Base Rate Principal Loan to LIBOR a Eurocurrency Rate PrincipalLoan, then the sums in question will be Base Rate Principal Loans until an effective LIBOR Rate Election is thereafter made for such sums. (b) Each Rollover/Conversion Loan Notice must be received by Administrative Agent Lender not later than 10:00 a.m., Administrative Agent’s Time a.m. on the applicable date as follows: (i) With respect to an advance of or a conversion to a Base Rate PrincipalLoan, one (1) Business Day prior to the proposed date of advance or conversion; and (ii) With respect to an advance of, conversion to or continuation of LIBOR a Eurocurrency Rate PrincipalLoan, three (3) Business Days prior to the proposed date of advance, conversion or continuation. Unless otherwise specified herein, no conversion from LIBOR a Eurocurrency Rate Principal Loan may be made other than at the end of the corresponding Interest Period. Each Rollover/Conversion Loan Notice shall stipulate: (A) the amount of the advance or of the Principal Debt Borrowing to be converted or continued; (B) the nature of the proposed advance, conversion or continuation, which shall be either a Base Rate PrincipalLoan, LIBOR Eurocurrency Rate Principal Loan or a combination thereof, and in the case of a conversion or continuation, the nature of the Principal Debt Borrowing to be converted or continued; and (C) in the case of LIBOR a Eurocurrency Rate PrincipalLoan, the proposed commencement date and duration of the Interest Period. All such notices shall be irrevocable once given, and shall be deemed to have been given only when actually received by Administrative Agent Lender in writing in a form specified by Administrative AgentLender.

Interest Rate Elections. (a) Subject Each Loan initially shall be a Base Rate Loan. Thereafter, subject to the terms and conditions of this Agreement, the Borrower may elect to convert such Borrowing into a different Type or to continue such Borrowing, and limitations in the case of a Eurodollar Borrowing, may elect Interest Periods therefor, all as provided in this Section. The Borrower may elect different options with respect to different portions of the affected Borrowing, in which case each such portion shall be allocated ratably among the Lenders holding Loans comprising such Borrowing, and the Loans comprising each such portion shall be considered a separate Borrowing. (b) To make an election pursuant to this Section, the Borrower shall give the Administrative Agent prior written notice (or telephonic notice promptly confirmed in writing) of each Borrowing substantially in the form of Exhibit J (a “Notice of Conversion/Continuation”) that is to be converted or continued, as the case may be, (x) prior to 11:00 a.m. (New York City time) on the requested date of a conversion into a Base Rate Borrowing and (y) prior to 11:00 a.m. (New York City time) three (3) Business Days prior to a continuation of or conversion into a Eurodollar Borrowing. Each such Notice of Conversion/Continuation shall be irrevocable and shall specify (i) the Borrowing to which such Notice of Conversion/Continuation applies and if different options are being elected with respect to different portions thereof, the portions thereof that are to be allocated to each resulting Borrowing (in which case the information to be specified pursuant to clauses (iii) and (iv) shall be specified for each resulting Borrowing); (ii) the effective date of the election made pursuant to such Notice of Conversion/Continuation, which shall be a Business Day, (iii) whether the resulting Borrowing is to be a Base Rate Borrowing or a Eurodollar Borrowing; and (iv) if the resulting Borrowing is to be a Eurodollar Borrowing, the Interest Period applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of “Interest Period”. If any such Notice of Conversion/Continuation requests a Eurodollar Borrowing but does not specify an Interest Period, the Borrower shall be deemed to have selected an Interest Period of one month. The principal amount of each Eurodollar Loan shall be not less than $1,000,000 or a larger multiple of $1,000,000, and the principal amount of each Base Rate Loan shall not be less than $1,000,000 or a larger multiple of $100,000. At no time shall the total number of Eurodollar Loans outstanding at any time exceed four (4). (c) If, on the expiration of any Interest Period in respect of any Eurodollar Borrowing, the Borrower shall have failed to deliver a Notice of Conversion/Continuation, then, unless such Borrowing is repaid as provided herein, the Borrower shall be deemed to have elected to convert such Borrowing to a Base Rate Borrowing. Notwithstanding anything to the contrary in this Agreement, Borrower no Loan may by providing be converted into, or continued as, a Rollover/Conversion Notice to Eurodollar Loan if a Default or an Event of Default exists, unless the Administrative Agent: (i) Elect, for a new advance Agent and each of funds, that such Principal Debt will the Lenders shall have otherwise consented in writing. No conversion of any Eurodollar Loan shall be Base Rate Principal, LIBOR Rate Principal or a combination thereof; (ii) Elect to convert, on a LIBOR Business Day, all or part of Base Rate Principal into LIBOR Rate Principal; (iii) Elect to convert, permitted except on the last day of the Interest Period applicable thereto, all or part of any LIBOR Rate Principal into Base Rate Principal; or (iv) Elect to continue, commencing on the last day of the Interest Period applicable thereto, any LIBOR Rate Principal. If, for any reason, an effective election is not made in accordance with the terms and conditions hereof for any principal advance or for any LIBOR Rate Principal for which the corresponding Interest Period is expiring, or to convert Base Rate Principal to LIBOR Rate Principal, then the sums in question will be Base Rate Principal until an effective LIBOR Rate Election is thereafter made for such sumsrespect thereof. (bd) Each RolloverUpon receipt of any Notice of Conversion/Conversion Notice must be received by Continuation, the Administrative Agent not later than 10:00 a.m., Administrative Agent’s Time on the applicable date as follows: (i) With respect to an advance of or a conversion to Base Rate Principal, one (1) Business Day prior to the proposed date of advance or conversion; and (ii) With respect to an advance of, conversion to or continuation of LIBOR Rate Principal, three (3) Business Days prior to the proposed date of advance, conversion or continuation. Unless otherwise specified herein, no conversion from LIBOR Rate Principal may be made other than at the end shall promptly notify each Lender of the corresponding Interest Period. Each Rollover/Conversion Notice shall stipulate: (A) the amount details thereof and of the advance or such Lender’s portion of the Principal Debt to be converted or continued; (B) the nature of the proposed advance, conversion or continuation, which shall be either Base Rate Principal, LIBOR Rate Principal or a combination thereof, and in the case of a conversion or continuation, the nature of the Principal Debt to be converted or continued; and (C) in the case of LIBOR Rate Principal, the proposed commencement date and duration of the Interest Period. All such notices shall be irrevocable once given, and shall be deemed to have been given only when actually received by Administrative Agent in writing in form specified by Administrative Agenteach resulting Borrowing.

Interest Rate Elections. (a) Subject The initial Type of Loans comprising each Borrowing, and the duration of the initial Interest Period applicable thereto if they are initially LIBOR Loans, shall be as specified in the applicable Notice of Borrowing. Thereafter, the Borrower may from time to time elect to change or continue the Type of, or the duration of the Interest Period applicable to, the Loans (other than Swingline Loans) included in any Borrowing (excluding overdue Loans and subject in each case to the conditions provisions of the definition of Interest Period and limitations in this AgreementArticle VIII), Borrower may by providing a Rollover/Conversion Notice to Administrative Agentas follows: (i) Elect, for a new advance of funds, that if such Principal Debt will be Loans are Base Rate PrincipalLoans (other than a Swingline Loan), the Borrower may elect to designate such Loans as LIBOR Loans, may elect to continue such Loans as Base Rate Principal Loans or a may elect to designate such Loans as any combination thereof;of Base Rate Loans and LIBOR Loans; and (ii) Elect if such Loans are LIBOR Loans, the Borrower may elect to convertdesignate such Loans as Base Rate Loans, on a may elect to continue such Loans as LIBOR Business DayLoans for an additional Interest Period, all or part may elect to designate such Loans as any combination of Base Rate Principal into Loans and LIBOR Rate Principal;Loans. Notwithstanding the foregoing, the Borrower may not elect an Interest Period for LIBOR Loans unless the aggregate outstanding principal amount of each Bank’s Applicable Percentage of the LIBOR Loans (including any such LIBOR Loans made pursuant to Section 2.01 on the date that such Interest Period is to begin) to which such Interest Period will apply is at least $500,000 or any larger multiple of $100,000 provided, however, at no time during the period of (i) August 15 to and including October 31 shall there be more than fourteen (14) different Interest Periods outstanding and (ii) November 1 to and including August 14 of any fiscal year of the Borrower shall there be more than eight (8) different Interest Periods outstanding. (iiib) Elect Any election permitted by subsection (a) of this Section may become effective on any LIBOR Business Day specified by the Borrower (the “Election Date”); provided that, with respect to convertany outstanding LIBOR Loan, on the Borrower may not specify an Election Date that is other than the last day of the Interest Period therefor. Each such election shall be made by the Borrower by delivering a notice (a “Notice of Interest Rate Election”) to the Administrative Agent not later than 11:00 a.m. (New York City time) on (x) the Election Date, if all the resulting Loans will be Base Rate Loans and (y) the date three (3) LIBOR Business Days before the Election Date, if the resulting Loans will include LIBOR Loans. Each Notice of Interest Rate Election shall specify with respect to the outstanding Loans to which such notice applies: (i) the Election Date; (ii) if the Type of Loan is to be changed, the new Type of Loan and, if such new Type is a LIBOR Loan, the duration of the new Interest Period applicable thereto; (iii) if such Loans are LIBOR Loans and the Type of such Loans is to be continued for an additional or different Interest Period, all the duration of such additional or part of any LIBOR Rate Principal into Base Rate Principaldifferent Interest Period; orand (iv) Elect if such Loans are to continuebe designated as a combination of Base Rate Loans, or LIBOR Loans, the information specified in clauses (i) through (iii) above as to each resulting Borrowing and the aggregate amount of each such Borrowing. Each Interest Period specified in a Notice of Interest Rate Election shall comply with the provisions of the definition of Interest Period and the last sentence of subsection (a) of this Section. (c) Upon receipt of a Notice of Interest Rate Election, the Administrative Agent shall promptly notify each Bank of the contents thereof and of such Bank’s share of such Borrowing and such notice shall not thereafter be revocable by the applicable Borrower. (d) If a Borrower (i) fails to deliver a timely Notice of Interest Rate Election to the Administrative Agent electing to continue or change the Type of, or the duration of the Interest Period applicable to, the Loans included in any Borrowing as provided in this Section and (ii) has not theretofore delivered a notice of prepayment relating to such Loans, then such Borrower shall be deemed to have given the Administrative Agent a Notice of Interest Rate Election electing to change the Type of such Loans to (or continue the Type thereof as) Base Rate Loans, commencing on the last day of the Interest Period applicable thereto, any LIBOR Rate Principal. If, for any reason, an effective election is not made in accordance with the terms and conditions hereof for any principal advance or for any LIBOR Rate Principal for which the corresponding Interest Period is expiring, or to convert Base Rate Principal to LIBOR Rate Principal, then the sums in question will be Base Rate Principal until an effective LIBOR Rate Election is thereafter made for such sums. (b) Each Rollover/Conversion Notice must be received by Administrative Agent not later than 10:00 a.m., Administrative Agent’s Time on the applicable date as follows: (i) With respect to an advance of or a conversion to Base Rate Principal, one (1) Business Day prior to the proposed date of advance or conversion; and (ii) With respect to an advance of, conversion to or continuation of LIBOR Rate Principal, three (3) Business Days prior to the proposed date of advance, conversion or continuation. Unless otherwise specified herein, no conversion from LIBOR Rate Principal may be made other than at the end of the corresponding current Interest Period. Each Rollover/Conversion Notice shall stipulate: (A) the amount of the advance or of the Principal Debt to be converted or continued; (B) the nature of the proposed advance, conversion or continuation, which shall be either Base Rate Principal, LIBOR Rate Principal or a combination thereof, and in the case of a conversion or continuation, the nature of the Principal Debt to be converted or continued; and (C) in the case of LIBOR Rate Principal, the proposed commencement date and duration of the Interest Period. All such notices shall be irrevocable once given, and shall be deemed to have been given only when actually received by Administrative Agent in writing in form specified by Administrative Agent.

Interest Rate Elections. (a) Subject The Borrower shall have the right, by submission of an Interest Rate Election to the conditions and limitations in this AgreementLender, Borrower may by providing a Rollover/Conversion Notice to Administrative Agent: (i) Elect, for a new advance of funds, elect that such Principal Debt will be Base Rate Principal, LIBOR Rate Principal or a combination thereof; (ii) Elect to convert, the interest rate payable on a LIBOR Business Day, all or part of Base Rate Principal into LIBOR Rate Principal; (iii) Elect to convert, on the last day any portion of the Prime Rate Loans, or on all or any portion of the Fixed Rate Loans on an Interest Period Adjustment Date applicable thereto, all or part of any LIBOR Rate Principal into Base Rate Principal; or (iv) Elect to continueshall be the Fixed Rate, commencing as the same shall exist on the last day date in question, for such term (the "Fixed Rate Term") of not less than thirty (30) days and not more than four (4) years as the Lender shall offer to the Borrower and the Borrower shall select. The Borrower shall have the right to make up to three (3) such elections at any one time provided that each election is with respect to at least One Hundred Thousand Dollars ($100,000) of principal and, to the extent in excess thereof, in the amount of Fifty Thousand Dollars ($50,000) or an integral multiple thereof. Once a Fixed Rate becomes applicable, such Fixed Rate must remain in effect for the applicable Fixed Rate Term. An Interest Rate Election electing the Fixed Rate shall only apply to that portion of the Loans outstanding at the time of election and specified in such Interest Period Rate Election. Once a Fixed Rate becomes applicable theretopursuant to the third (3rd) Interest Rate Election, any LIBOR unless the Lender shall otherwise agree in writing, the applicable Interest Rate Principal. Ifpayable under the Loans on all subsequent Advances of the Loans shall be at the Prime Rate until the expiration of one of the then applicable Fixed Rate Terms, for any reason, an effective election is not made at which time the Borrower may again elect a Fixed Rate in accordance with the terms and conditions hereof for of this paragraph 4, it being understood that at no time shall the Lender be under any principal advance or for any LIBOR Rate Principal for which obligation to permit the corresponding Interest Period is expiring, or Borrower to convert Base Rate Principal to LIBOR Rate Principal, then the sums in question will be Base Rate Principal until an effective LIBOR Rate Election is thereafter made for such sums. (b) Each Rollover/Conversion Notice must be received by Administrative Agent not later have more than 10:00 a.m., Administrative Agent’s Time on the applicable date as follows: (i) With respect to an advance of or a conversion to Base Rate Principal, one (1) Business Day prior to the proposed date of advance or conversion; and (ii) With respect to an advance of, conversion to or continuation of LIBOR Rate Principal, three (3) Interest Rate Elections electing the Fixed Rate outstanding as to any portions of the Loan. On the last Business Days prior Day of any agreed upon Fixed Rate Term then in effect, the Borrower may submit to the proposed date of advanceLender a new Interest Rate Election electing the Fixed Rate, conversion or continuation. Unless otherwise specified herein, no conversion from LIBOR Rate Principal may be made other than at which time the end Lender shall inform the Borrower of the corresponding Fixed Rate and the Fixed Rate Term which the Lender is then prepared to offer the Borrower, and the Borrower shall immediately elect whether or not to accept same. Upon the Borrower's making any telephonic election of a Fixed Rate, the Borrower shall contemporaneously submit to the Lender a written Interest Period. Each Rollover/Conversion Notice shall stipulate: (A) Rate Election specifying that commencing with the amount date in question, the applicable interest rate for a specified portion of the advance or of the Principal Debt to Loans shall be converted or continued; (B) the nature of the proposed advance, conversion or continuation, specified Fixed Rate which shall be either Base remain in effect for a specified Fixed Rate Principal, LIBOR Rate Principal or a combination thereof, and in the case of a conversion or continuation, the nature of the Principal Debt to be converted or continued; and (C) in the case of LIBOR Rate Principal, the proposed commencement date and duration of the Interest Period. All such notices shall be irrevocable once given, and shall be deemed to have been given only when actually received by Administrative Agent in writing in form specified by Administrative AgentTerm.

Interest Rate Elections. (a) Subject The Borrower shall have the right, by submission of an Interest Rate Elections to the conditions and limitations in this AgreementBank, Borrower may by providing a Rollover/Conversion Notice to Administrative Agent: (i) Elect, for a new advance of funds, elect that such Principal Debt will be Base Rate Principal, LIBOR Rate Principal the interest rate payable on all or a combination thereof; (ii) Elect to convert, on a LIBOR Business Day, all or part of Base Rate Principal into LIBOR Rate Principal; (iii) Elect to convert, on the last day minimum $100,000 portion of the then-outstanding principal balance of the Loans on an Interest Period Adjustment Date applicable thereto, all shall be the Fixed Rate, as the same shall exist on the date in question for such term (the "Fixed Rate Term"), for periods of 30, 60 or part 90 days, as the Bank shall offer to the Borrower in its sole discretion and the Borrower shall select; provided, however, that in no event may any Fixed Rate Term end after the Repayment Date. In its initial Interest Rate Election, the Borrower shall elect that either Effective Prime or the Fixed Rate offered by the Bank for a specified Fixed Rate Term shall apply to the Loan being made on the Closing Date. Thereafter, once Effective Prime become applicable, Effective Prime must remain in effect for a minimum of 30 days, and once a Fixed Rate becomes applicable, such Fixed Rate must remain in effect for the applicable Fixed Rate Term. An Interest Rate Election electing the Fixed Rate shall only apply to a portion of the Loans outstanding at the time of election in a minimum principal amount of $100,000. On the last Business Day of any LIBOR agreed upon Fixed Rate Principal into Base Term then in effect, or at any time after the expiration of such 30 day period during which Effective Prime must be in effect, the Borrower may submit to the Bank a new Interest Rate Principal; or (iv) Elect Election electing the Fixed Rate, at which time the Bank shall inform the Borrower of the Fixed Rate and the Fixed Rate Term which the Bank is then prepared to continueoffer the Borrower, commencing and the Borrower shall immediately elect whether or not to accept same. The Bank shall not be required to offer the Borrower a Fixed Rate if, at the time in question, the time remaining until the Repayment Date is less than the greater of 30 days or such larger Fixed Rate Term which the Bank determines to be available on the last day of in question, nor shall the Interest Period applicable thereto, any LIBOR Bank be required to offer the Borrower a Fixed Rate PrincipalTerm which would end after the Repayment Date. If, for upon the expiration of any reasonFixed Rate Term, the Borrower fails to contact the Bank and make such an effective election is not made in accordance with Interest Rate Election, as to all of the terms and conditions hereof for any principal advance or for any LIBOR Rate Principal for Loans which the corresponding Interest Period is expiring, or to convert Base Rate Principal to LIBOR Rate Principal, then the sums in question will be Base Rate Principal until an effective LIBOR Rate Election is thereafter made for such sums. (b) Each Rollover/Conversion Notice must be received by Administrative Agent not later than 10:00 a.m., Administrative Agent’s Time on the applicable date as follows: (i) With respect to an advance of or a conversion to Base Rate Principal, one (1) Business Day prior were subject to the proposed date of advance or conversion; and (ii) With respect to an advance ofFixed Rate in question, conversion to or continuation of LIBOR Rate Principal, three (3) Business Days prior to the proposed date of advance, conversion or continuation. Unless otherwise specified herein, no conversion from LIBOR Rate Principal may be made other than at the end of the corresponding Interest Period. Each Rollover/Conversion Notice Effective Prime shall stipulate: (A) the amount of the advance or of the Principal Debt to be converted or continued; (B) the nature of the proposed advance, conversion or continuation, which shall be either Base Rate Principal, LIBOR Rate Principal or a combination thereof, and in the case of a conversion or continuation, the nature of the Principal Debt to be converted or continued; and (C) in the case of LIBOR Rate Principal, the proposed commencement date and duration of the Interest Period. All such notices shall be irrevocable once given, and shall thereafter be deemed to have been given only when actually received be the applicable interest rate payable on such Loans until such later date (not sooner than 30 days later), as the Borrower may again elect to convert to a Fixed Rate as set forth above. As to any portion of the Loans at any time not subject to a Fixed Rate, the interest rate payable with respect thereto shall be Effective Prime, as elsewhere provided under the terms of this Agreement. Upon the Borrower's making any telephonic election of a Fixed Rate, the Borrower shall contemporaneously submit to the Bank a written Interest Rate Election specifying that commencing with the date in question, the applicable interest rate for a specified portion of the Loans of at least $100,000 shall be the Fixed Rate offered by Administrative Agent the Bank which shall remain in writing in form effect for a specified by Administrative AgentFixed Rate Term.

Interest Rate Elections. (a) Subject The initial Type of Borrowings comprising the Loan, and the duration of the initial Interest Period applicable thereto if they are initially LIBOR Borrowings, shall be as specified in the Notice of Borrowing. Thereafter, the Borrower may from time to time elect to change or continue the Type of, or the duration of the Interest Period applicable to, each Borrowing (excluding overdue Borrowings and subject in each case to the conditions provisions of the definition of Interest Period and limitations in this AgreementArticle VII), Borrower may by providing a Rollover/Conversion Notice to Administrative Agentas follows: (i) Elect, for a new advance of funds, that if such Principal Debt will be Borrowings are Base Rate PrincipalBorrowings, the Borrower may elect to designate such Borrowings as LIBOR Borrowings, may elect to continue such Borrowings as Base Rate Principal Borrowings or a may elect to designate such Borrowings as any combination thereof;of Base Rate Borrowings and LIBOR Borrowings; and (ii) Elect if such Borrowings are LIBOR Borrowings, the Borrower may elect to convertdesignate such Borrowings as Base Rate Borrowings, on a may elect to continue such Borrowings as LIBOR Business DayBorrowings for an additional Interest Period, all or part may elect to designate such Borrowings as any combination of Base Rate Principal into Borrowings and LIBOR Rate Principal;Borrowings. Notwithstanding the foregoing, the Borrower may not elect an Interest Period for LIBOR Borrowings unless the aggregate outstanding principal amount of the LIBOR Borrowings to which such Interest Period will apply is at least $500,000 or any larger multiple of $100,000 provided, however, at no time shall there be more than six (6) different Interest Periods outstanding. (iiib) Elect Any election permitted by subsection (a) of this Section may become effective on any LIBOR Business Day specified by the Borrower (the “Election Date”); provided that, with respect to convertany outstanding LIBOR Borrowing, on the Borrower may not specify an Election Date that is other than the last day of the Interest Period therefor. Each such election shall be made by the Borrower by delivering a notice (a “Notice of Interest Rate Election”) to the Bank not later than 11:00 a.m. (New York City time) on (x) the Election Date, if all the resulting Borrowings will be Base Rate Borrowings and (y) the date three (3) LIBOR Business Days before the Election Date, if the resulting Borrowings will include LIBOR Borrowings. Each Notice of Interest Rate Election shall specify with respect to the outstanding Borrowings to which such notice applies: (i) the Election Date; (ii) if the Type of Borrowing is to be changed, the new Type of Borrowing and, if such new Type is a LIBOR Borrowing, the duration of the new Interest Period applicable thereto; (iii) if such Borrowings are LIBOR Borrowings and the Type of such Borrowings is to be continued for an additional or different Interest Period, all the duration of such additional or part of any LIBOR Rate Principal into Base Rate Principaldifferent Interest Period; orand (iv) Elect if such Borrowings are to continuebe designated as a combination of Base Rate Borrowings, or LIBOR Borrowings, the information specified in clauses (i) through (iii) above as to each resulting Borrowing and the aggregate amount of each such Borrowing. Each Interest Period specified in a Notice of Interest Rate Election shall comply with the provisions of the definition of Interest Period and the last sentence of subsection (a) of this Section. (c) If a Borrower (i) fails to deliver a timely Notice of Interest Rate Election to the Bank electing to continue or change the Type of, or the duration of the Interest Period applicable to, the Loans included in any Borrowing as provided in this Section and (ii) has not theretofore delivered a notice of prepayment relating to such Loans, then such Borrower shall be deemed to have given the Bank a Notice of Interest Rate Election electing to change the Type of such Loans to (or continue the Type thereof as) Base Rate Borrowings, commencing on the last day of the Interest Period applicable thereto, any LIBOR Rate Principal. If, for any reason, an effective election is not made in accordance with the terms and conditions hereof for any principal advance or for any LIBOR Rate Principal for which the corresponding Interest Period is expiring, or to convert Base Rate Principal to LIBOR Rate Principal, then the sums in question will be Base Rate Principal until an effective LIBOR Rate Election is thereafter made for such sums. (b) Each Rollover/Conversion Notice must be received by Administrative Agent not later than 10:00 a.m., Administrative Agent’s Time on the applicable date as follows: (i) With respect to an advance of or a conversion to Base Rate Principal, one (1) Business Day prior to the proposed date of advance or conversion; and (ii) With respect to an advance of, conversion to or continuation of LIBOR Rate Principal, three (3) Business Days prior to the proposed date of advance, conversion or continuation. Unless otherwise specified herein, no conversion from LIBOR Rate Principal may be made other than at the end of the corresponding current Interest Period. Each Rollover/Conversion Notice shall stipulate: (A) the amount of the advance or of the Principal Debt to be converted or continued; (B) the nature of the proposed advance, conversion or continuation, which shall be either Base Rate Principal, LIBOR Rate Principal or a combination thereof, and in the case of a conversion or continuation, the nature of the Principal Debt to be converted or continued; and (C) in the case of LIBOR Rate Principal, the proposed commencement date and duration of the Interest Period. All such notices shall be irrevocable once given, and shall be deemed to have been given only when actually received by Administrative Agent in writing in form specified by Administrative Agent.

Interest Rate Elections. (a) Subject to the conditions and limitations in this AgreementNote, Borrower may by providing written notice to Lender in the form specified by Xxxxxx (a Rollover/Conversion Notice to Administrative Agent:“Rate Election Notice”): (i) Elect, for a new upon the initial advance of funds, that such the Principal Debt will be Base Rate Principal, LIBOR Rate Principal or a combination thereof; (ii) Elect to convert, on a LIBOR Business Day, all or part of Base Rate Principal into LIBOR Rate Principal; (iii) Elect to convert, on the last day of the Interest Period applicable thereto, all or part of any LIBOR Rate Principal into Base Rate Principal; or (iv) Elect to continue, commencing on the last day of the Interest Period applicable thereto, any LIBOR Rate Principal. If, for any reason, an effective election is not made in accordance with the terms and conditions hereof of this Note for any principal advance or for any LIBOR Rate Principal for which the corresponding Interest Period is expiring, or to convert Base Rate Principal to LIBOR Rate Principal, then the sums in question will be Base Rate Principal until an effective LIBOR Rate Election is thereafter made for such sums. (b) Each Rollover/Conversion Rate Election Notice must be received by Administrative Agent Lender not later than 10:00 a.m., Administrative Agent’s Time a.m. on the applicable date as follows: (i) With respect to an advance of or a conversion to Base Rate Principal, one (1) Business Day prior to the proposed date of advance or conversion; and (ii) With respect to an advance of, conversion to or continuation of LIBOR Rate Principal, three (3) Business Days prior to the proposed date of advance, conversion or continuation. Unless otherwise specified herein, no conversion from LIBOR Rate Principal may be made other than at the end of the corresponding Interest Period. Each Rollover/Conversion Rate Election Notice shall stipulate: (A) the amount of the advance or of the Principal Debt to be converted or continued; (B) the nature of the proposed advance, conversion or continuation, which shall be either Base Rate Principal, LIBOR Rate Principal or a combination thereof, and in the case of a conversion or continuation, the nature of the Principal Debt to be converted or continued; and (C) in the case of LIBOR Rate Principal, the proposed commencement date and duration of the Interest Period. All such notices shall be irrevocable once given, and shall be deemed to have been given only when actually received by Administrative Agent Xxxxxx in writing in a form specified by Administrative AgentXxxxxx.

Interest Rate Elections. (a) Subject to the conditions and limitations in this Agreement, Borrower may by providing a Rollover/Conversion Notice written notice to Administrative Agent:Agent in the form specified by Administrative Agent (a "RATE ELECTION NOTICE"): (i) Elect, for a new advance Advance of funds, that such Principal Debt will be Base Rate Principal, LIBOR Rate Principal Principal, or a combination thereof; (ii) Elect to convert, on a LIBOR Business Day, all or part of Base Rate Principal into LIBOR Rate Principal; (iii) Elect to convert, on the last day of the Interest Period applicable thereto, all or part of any LIBOR Rate Principal into Base Rate Principal; or (iv) Elect to continue, commencing on the last day of the Interest Period applicable thereto, any LIBOR Rate Principal. If, for any reason, an effective election is not made in accordance with the terms and conditions hereof for any principal advance Advance or for any LIBOR Rate Principal for which the corresponding Interest Period is expiring, or to convert Base Rate Principal to LIBOR Rate Principal, then the sums in question will be Base Rate Principal until an effective LIBOR Rate Election is thereafter made for such sums. (b) Each Rollover/Conversion Rate Election Notice must be received by Administrative Agent not later than 10:00 a.m., Administrative Agent’s Time 's Time, on the applicable date as follows: (i) With respect to an advance Advance of or a conversion to Base Rate Principal, one (1) Business Day prior to the proposed date of advance Advance or conversion; and (ii) With respect to an advance Advance of, conversion to or continuation of LIBOR Rate Principal, three (3) Business Days prior to the proposed date of advanceAdvance, conversion or continuation. Unless otherwise specified herein, no conversion from LIBOR Rate Principal may be made other than at the end of the corresponding Interest Period. Each Rollover/Conversion Rate Election Notice shall stipulate: (A) the amount of the advance Advance or of the Principal Debt to be converted or continued; (B) the nature of the proposed advanceAdvance, conversion or continuation, which shall be either Base Rate Principal, LIBOR Rate Principal or a combination thereof, and in the case of a conversion or continuation, the nature of the Principal Debt to be converted or continued; and (C) in the case of LIBOR Rate Principal, the proposed commencement date and duration of the Interest Period. All such notices shall be irrevocable once given, and shall be deemed to have been given only when actually received by Administrative Agent in writing in form specified by Administrative Agent. (c) Administrative Agent shall promptly notify Borrower and Lenders of the interest rate applicable to each portion of the Principal Debt other than a Base Rate Principal upon determination of same.

Interest Rate Elections. (a) Subject to the conditions and limitations in this Agreement, Borrower may by providing a Rollover/Conversion Notice to Administrative Agent: (i) Elect, for a new advance of funds, that such Principal Debt will be Base Rate Principal, LIBOR Rate Principal or a combination thereof; (ii) Elect to convert, on a LIBOR Business Day, all or part of Base Rate Principal into LIBOR Rate Principal; (iii) Elect to convert, on the last day of the Interest Period applicable thereto, all or part of any LIBOR Rate Principal into Base Rate Principal; or (iv) Elect to continue, commencing on the last day of the Interest Period applicable thereto, any LIBOR Rate Principal. If, for any reason, an effective election is not made in accordance with the terms and conditions hereof for any principal advance or for any LIBOR Rate Principal for which the corresponding Interest Period is expiring, or to convert Base Rate Principal to LIBOR Rate Principal, then the sums in question will be Base Rate Principal until an effective LIBOR Rate Election is thereafter made for such sums. (b) Each Rollover/Conversion Notice must be received by Administrative Agent not later than 10:00 a.m., Administrative Agent’s Time on the applicable date as follows: (i) With respect to an advance of or a conversion to Base Rate Principal, one (1) Business Day prior to the proposed date of advance or conversion; and (ii) With respect to an advance of, conversion to or continuation of LIBOR Rate Principal, three (3) LIBOR Business Days prior to the proposed date of advance, conversion or continuation. Unless otherwise specified herein, no conversion from LIBOR Rate Principal may be made other than at the end of the corresponding Interest Period. Each Rollover/Conversion Notice shall stipulate: (A) the amount of the advance or of the Principal Debt to be converted or continued; (B) the nature of the proposed advance, conversion or continuation, which shall be either Base Rate Principal, LIBOR Rate Principal or a combination thereof, and in the case of a conversion or continuation, the nature of the Principal Debt to be converted or continued; and (C) in the case of LIBOR Rate Principal, the proposed commencement date and duration of the Interest Period. All such notices shall be irrevocable once given, and shall be deemed to have been given only when actually received by Administrative Agent in writing in form specified by Administrative Agent. (c) Administrative Agent shall promptly notify Borrower and Lenders of the interest rate applicable to each portion of the Principal Debt other than Base Rate Principal upon determination of same.

Interest Rate Elections. (a) Subject The Borrowers' Agent, subject to any prior continuing interest rate elections made pursuant to Section 2.3(b), at any time and from time to time, may notify the Agent in a Borrowing Notice that it is electing, for and on behalf of the Borrowers, to have interest accrue at the Base Rate on a specific portion (up to and including 100%) of the aggregate unpaid amount of any Advance. All Advances for which an interest rate option is not specifically designated by the Borrowers' Agent pursuant to the conditions and limitations terms hereof or not requested in this Agreement, Borrower may by providing a Rollover/Conversion Notice to Administrative Agent: (i) Elect, for a new advance of funds, that such Principal Debt will be Base Rate Principal, LIBOR Rate Principal or a combination thereof; (ii) Elect to convert, on a LIBOR Business Day, all or part of Base Rate Principal into LIBOR Rate Principal; (iii) Elect to convert, on the last day of the Interest Period applicable thereto, all or part of any LIBOR Rate Principal into Base Rate Principal; or (iv) Elect to continue, commencing on the last day of the Interest Period applicable thereto, any LIBOR Rate Principal. If, for any reason, an effective election is not made in accordance conformity with the terms and conditions hereof for any principal advance or for any LIBOR Rate Principal for which the corresponding Interest Period is expiring, or to convert shall constitute Base Rate Principal to LIBOR Rate Principal, then the sums in question will be Base Rate Principal until an effective LIBOR Rate Election is thereafter made for such sumsLoans. (b) Each Rollover/Conversion Subject to the notice provisions set forth in this Section 2.3(b), at any time and from time to time, the Borrowers' Agent may notify (which notice shall be contained in a Borrowing Notice must and be received irrevocable) the Agent that it is electing, for and on behalf of the Borrowers, to have interest accrue for a LIBOR Period specified in writing by Administrative the Borrowers' Agent at the Adjusted LIBOR Rate on a specific portion (up to and including 100%) of the aggregate unpaid amount of any Advance (including any Advance to be made by the Lenders to the Borrower on the date of election) equal to the amount specified in the Borrowing Notice by the Borrowers' Agent. The Borrowers' Agent shall notify the Agent in the manner provided herein not later than 10:00 a.m., Administrative Agent’s Time on the applicable date as follows: (i) With respect to an advance of or a conversion to Base Rate Principal, one (1) Business Day prior to the proposed date of advance or conversion; and (ii) With respect to an advance of, conversion to or continuation of LIBOR Rate Principal, 12:00 Noon three (3) Business Days before the date on which the Borrowers' Agent desires any Advance to bear interest at the Adjusted LIBOR Rate. Notwithstanding anything contained herein to the contrary, any LIBOR Loan shall be in minimum denominations of One Million Dollars ($1,000,000) and in multiples thereof if in excess thereof. (c) Following an interest rate election made by the Borrowers' Agent with respect to any Advance pursuant to Sections 2.3(a) or 2.3(b), but subject to all other conditions of this Agreement, the Borrowers' Agent may elect, for and on behalf of the Borrowers and in accordance with the provisions of Sections 2.3(a) and 2.3(b), from time to time to convert or continue the type of interest rate borne by such Advance. Any such notice of conversion or continuance shall be made in writing by the Borrowers' Agent and on forms prescribed by the Agent. In the event that the Borrowers' Agent fails to provide the Agent with any notice of conversion or continuance, as described herein, such Advance shall immediately and automatically become a Base Rate Loan and shall commence bearing interest at the Base Rate. Notwithstanding anything contained herein to the contrary, the Borrowers' Agent shall not convert, or permit the conversion of, any LIBOR Loan to a Base Rate Loan until the expiration of the LIBOR Period then in effect with respect thereto, unless such conversion is accompanied by those amounts payable by the Borrowers to the Agent pursuant to the provisions of Section 2.3(f). (d) The Agent shall determine the Prevailing Rate in accordance with the Borrowers' Agent's election made pursuant to and in accordance with this Section 2.3. Such determination of the Prevailing Rate by the Agent in response to such election shall be conclusive in the absence of manifest error. (e) All LIBOR Periods shall end prior to the proposed date Termination Date and the Borrowers' Agent shall not select a LIBOR Period the expiration of advancewhich extends beyond the Termination Date. (f) The Borrowers shall not prepay, conversion in whole or continuation. Unless otherwise specified hereinin part, no conversion from any LIBOR Rate Principal may be made other than at Loans prior to the end expiration of the corresponding Interest PeriodLIBOR Period applicable thereto. Each Rollover/Conversion Notice The Borrowers shall stipulate: indemnify each Lender and hold each Lender harmless from and against any loss or expense that each Lender may sustain or incur as a result of (Ai) any prepayment of a LIBOR Loan, (ii) the amount conversion of a LIBOR Loan to a Base Rate Loan prior to the expiration of the advance or LIBOR Period applicable thereto, (iii) an Advance being converted from a LIBOR Loan to a Base Rate Loan by reason of the Principal Debt circumstances described in Sections 2.4(a) or 2.4(b) prior to be converted or continued; (B) the nature expiration of the proposed advanceLIBOR Period applicable thereto, conversion or continuation(iv) a LIBOR Loan not being made or converted upon instruction by the Borrowers after a request with respect thereto has been made to the Agent pursuant hereto. Such agreement to indemnify shall include, which shall be either Base Rate Principalwithout limitation, any interest payable by any Lender to lenders of funds obtained by the Lenders in order to make or maintain LIBOR Rate Principal Loans pursuant hereto and any loss incurred in obtaining, liquidating, or a combination thereof, and in employing deposits from third parties. (g) Following the case occurrence of a conversion Default or continuationan Event of Default, the nature of the Principal Debt to be converted or continued; and (C) in the case of LIBOR Rate Principal, the proposed commencement date and duration of the Interest Period. All such notices shall be irrevocable once given, and shall be deemed Borrowers' Agent may not elect to have been given only when actually received by Administrative Agent any Advance made or maintained as, or converted into, a LIBOR Loan after the expiration of any LIBOR Period then in writing in form specified by Administrative Agenteffect with respect thereto.

Interest Rate Elections. (a) Subject to the conditions and limitations in this AgreementNote, Borrower may by providing written notice to Lender in the form specified by Lender (a Rollover/Conversion Notice to Administrative Agent:“Rate Election Notice”): (i) Elect, for a new advance of funds, that such Principal Debt will be LIBOR Rate Principal or, if no Swap Transaction (as defined in the Loan Agreement) is in effect, Base Rate Principal, LIBOR Rate Principal or a combination thereof; (ii) Elect to convert, on a LIBOR Business Day, all or part of Base Rate Principal into LIBOR Rate Principal; (iii) Elect to convert, on the last day of the Interest Period applicable thereto, all or part of any LIBOR Rate Principal into Base Rate PrincipalPrincipal but only with the consent of Lender; or (iv) Elect to continue, commencing on the last day of the Interest Period applicable thereto, any LIBOR Rate Principal. If, for any reason, an effective election is not made in accordance with the terms and conditions hereof of this Note for any principal advance or for any LIBOR Rate Principal for which the corresponding Interest Period is expiring, or to convert Base Rate Principal to LIBOR Rate Principal, then the sums in question will be Base Rate Principal continued for a one month Interest Period until an effective LIBOR Rate Election is thereafter made for such sums. (b) Each Rollover/Conversion Rate Election Notice must be received by Administrative Agent Lender not later than 10:00 a.m., Administrative Agent’s Time a.m. on the applicable date as follows: (i) With respect to an advance of or a conversion to Base Rate Principal, one (1) Business Day prior to the proposed date of advance or conversion; and (ii) With respect to an advance of, conversion to or continuation of LIBOR Rate Principal, three (3) LIBOR Business Days prior to the proposed date of advance, conversion or continuation. Unless otherwise specified herein, no conversion from LIBOR Rate Principal may be made other than at the end of the corresponding Interest Period. Each Rollover/Conversion Rate Election Notice shall stipulate: (A) the amount of the advance or of the Principal Debt to be converted or continued; (B) the nature of the proposed advance, conversion or continuation, which shall be either Base Rate Principal, LIBOR Rate Principal or a combination thereof, and in the case of a conversion or continuation, the nature of the Principal Debt to be converted or continued; and (C) in the case of LIBOR Rate Principal, the proposed commencement date and duration of the Interest Period. All such notices shall be irrevocable once given, and shall be deemed to have been given only when actually received by Administrative Agent Lender in writing in a form specified by Administrative AgentLender.

Interest Rate Elections. (a) Subject to the conditions and limitations in this AgreementNote, Borrower may by providing written notice to Lender in the form specified by Xxxxxx (a Rollover/Conversion Notice to Administrative Agent:“Rate Election Notice”): (i) Elect, for a new advance of funds, that such Principal Debt will be Base Rate Principal, LIBOR Rate Principal or a combination thereof; (ii) Elect to convert, on a LIBOR Business Day, all or part of Base Rate Principal into LIBOR Rate Principal; (iii) Elect to convert, on the last day of the Interest Period applicable thereto, all or part of any LIBOR Rate Principal into Base Rate Principal; or (iv) Elect to continue, commencing on the last day of the Interest Period applicable thereto, any LIBOR Rate Principal. If, for any reason, an effective election is not made in accordance with the terms and conditions hereof of this Note for any principal advance or for any LIBOR Rate Principal for which the corresponding Interest Period is expiring, or to convert Base Rate Principal to LIBOR Rate Principal, then the sums in question will be Base Rate Principal until an effective LIBOR Rate Election is thereafter made for such sums. (b) Each Rollover/Conversion Rate Election Notice must be received by Administrative Agent Lender not later than 10:00 a.m., Administrative Agent’s Time a.m. on the applicable date as follows: (i) With respect to an advance of or a conversion to Base Rate Principal, one (1) Business Day prior to the proposed date of advance or conversion; and (ii) With respect to an advance of, conversion to or continuation of LIBOR Rate Principal, three (3) Business Days prior to the proposed date of advance, conversion or continuation. Unless otherwise specified herein, no conversion from LIBOR Rate Principal may be made other than at the end of the corresponding Interest Period. Each Rollover/Conversion Rate Election Notice shall stipulate: (A) the amount of the advance or of the Principal Debt to be converted or continued; (B) the nature of the proposed advance, conversion or continuation, which shall be either Base Rate Principal, LIBOR Rate Principal or a combination thereof, and in the case of a conversion or continuation, the nature of the Principal Debt to be converted or continued; and (C) in the case of LIBOR Rate Principal, the proposed commencement date and duration of the Interest Period. All such notices shall be irrevocable once given, and shall be deemed to have been given only when actually received by Administrative Agent Xxxxxx in writing in a form specified by Administrative AgentXxxxxx.

Interest Rate Elections. (ai) Subject to the conditions and limitations in this Agreement, Borrower may by providing a Rollover/Conversion Notice to Administrative Agent: (iA) Elect, for a new advance of funds, that such Principal Debt will be Base Rate Principal, LIBOR Rate Principal, the LIBOR Daily Floating Rate Principal or a combination thereof; (iiB) Elect to convert, on a LIBOR Business Day, all or part of Base Rate Principal into LIBOR Rate Principal or LIBOR Daily Floating Rate Principal; (iiiC) Elect to convert, on the last day of the Interest Period applicable thereto, all or part of any LIBOR Rate Principal into Base Rate Principal or LIBOR Daily Floating Rate Principal; (D) Elect to convert, on any date, all or a part of any LIBOR Daily Floating Rate Principal into Base Rate Principal or LIBOR Rate Principal; or (ivE) Elect to continue, commencing on the last day of the Interest Period applicable thereto, any LIBOR Rate Principal. If, for any reason, an effective election is not made in accordance with the terms and conditions hereof for any principal advance or for any LIBOR Rate Principal for which the corresponding Interest Period is expiring, or to convert Base Rate Principal to LIBOR Rate Principal or LIBOR Daily Floating Rate Principal, then the sums in question will be Base LIBOR Daily Floating Rate Principal until an effective LIBOR Rate Election is thereafter made for such sums. Any one of M. Sxxx Xxxxx, Dxxxx X. Xxxxxx, Sxxx X. Xxx, and Jxxxxx Xxxxx may execute a Rollover/Conversion Notice on behalf of Borrower. The authority of each of them to give Rollover/Conversion Notices shall continue until Administrative Agent receives written notice of the revocation or cancellation of such authority and has a reasonable opportunity to act thereon. (bii) Each Rollover/Conversion Notice must be received by Administrative Agent not later than 10:00 a.m., Administrative Agent’s Time on the applicable date as follows: (iA) With respect to an advance of or a conversion to Base Rate Principal, one (1) Business Day prior to the proposed date of advance or conversion; and (iiB) With respect to an advance of, conversion to or continuation of LIBOR Rate Principal, three (3) LIBOR Business Days prior to the proposed date of advance, conversion or continuation. Unless otherwise specified herein, no conversion from LIBOR Rate Principal may be made other than at the end of the corresponding Interest Period. Each Rollover/Conversion Notice shall stipulate: (A) the amount of the advance or of the Principal Debt to be converted or continued; (B) the nature of the proposed advance, conversion or continuation, which shall be either Base Rate Principal, LIBOR Rate Principal, LIBOR Daily Rate Principal or a combination thereof, and in the case of a conversion or continuation, the nature of the Principal Debt to be converted or continued; and (C) in the case of LIBOR Rate Principal, the proposed commencement date and duration of the Interest Period. All such notices shall be irrevocable once given, and shall be deemed to have been given only when actually received by Administrative Agent in writing in the form of the Rollover/Conversion Notice specified by this Agreement. (iii) Administrative AgentAgent shall promptly notify Borrower and Lenders of the interest rate applicable to each portion of the Principal Debt other than a Base Rate Principal upon determination of same.

Interest Rate Elections. (a) Subject The initial Type of Loans comprising each Committed Borrowing, and the duration of the initial Interest Period applicable thereto if they are initially LIBOR Loans, shall be as specified in the applicable Notice of Borrowing. Thereafter, the Borrower may from time to time elect to change or continue the Type of, or the duration of the Interest Period applicable to, the Loans (other than Swingline Loans) included in any Committed Borrowing (excluding overdue Loans and subject in each case to the conditions provisions of the definition of Interest Period and limitations in this AgreementArticle VIII), Borrower may by providing a Rollover/Conversion Notice to Administrative Agentas follows: (i) Elect, for a new advance of funds, that if such Principal Debt will be Loans are Base Rate PrincipalLoans (other than a Swingline Loan), the Borrower may elect to designate such Loans as LIBOR Loans, may elect to continue such Loans as Base Rate Principal Loans or a may elect to designate such Loans as any combination thereof;of Base Rate Loans and LIBOR Loans; and (ii) Elect if such Loans are LIBOR Loans, the Borrower may elect to convertdesignate such Loans as Base Rate Loans, on a may elect to continue such Loans as LIBOR Business DayLoans for an additional Interest Period, all or part may elect to designate such Loans as any combination of Base Rate Principal into Loans and LIBOR Rate Principal;Loans. Notwithstanding the foregoing, the Borrower may not elect an Interest Period for LIBOR Loans unless the aggregate outstanding principal amount of LIBOR Loans (including any such LIBOR Loans made pursuant to Section 2.01 on the date that such Interest Period is to begin) to which such Interest Period will apply is $1,000,000 or any larger multiple of $500,000 provided, however, at no time shall there be more than six (6) different Interest Periods outstanding. (iiib) Elect Any election permitted by subsection (a) of this Section may become effective on any LIBOR Business Day specified by the Borrower (the "Election Date"); provided that, with respect to convertany outstanding LIBOR Loan, on the Borrower may not specify an Election Date that is other than the last day of the Interest Period therefor. Each such election shall be made by the Borrower by delivering a notice (a "Notice of Interest Rate Election") to the Agent not later than 11:00 A.M. (New York City time) on (x) the Election Date, if all the resulting Loans will be Base Rate Loans and (y) the date three (3) LIBOR Business Days before the Election Date, if the resulting Loans will include LIBOR Loans. Each Notice of Interest Rate Election shall specify with respect to the outstanding Loans to which such notice applies: (i) the Election Date; (ii) if the Type of Loan is to be changed, the new Type of Loan and, if such new Type is a LIBOR Loan, the duration of the new Interest Period applicable thereto; (iii) if such Loans are LIBOR Loans and the Type of such Loans is to be continued for an additional or different Interest Period, all the duration of such additional or part of any LIBOR Rate Principal into Base Rate Principaldifferent Interest Period; orand (iv) Elect if such Loans are to continuebe designated as a combination of Base Rate Loans, or LIBOR Loans, the information specified in clauses (i) through (iii) above as to each resulting Borrowing and the aggregate amount of each such Borrowing. Each Interest Period specified in a Notice of Interest Rate Election shall comply with the provisions of the definition of Interest Period and the last sentence of subsection (a) of this Section. (c) Upon receipt of a Notice of Interest Rate Election, the Agent shall promptly notify each Bank of the contents thereof and of such Bank's share of such Borrowing and such notice shall not thereafter be revocable by the applicable Borrower. (d) If a Borrower (i) fails to deliver a timely Notice of Interest Rate Election to the Agent electing to continue or change the Type of, or the duration of the Interest Period applicable to, the Loans included in any Committed Borrowing as provided in this Section and (ii) has not theretofore delivered a notice of prepayment relating to such Committed Loans, then such Borrower shall be deemed to have given the Agent a Notice of Interest Rate Election electing to change the Type of such Loans to (or continue the Type thereof as) Base Rate Loans, commencing on the last day of the Interest Period applicable thereto, any LIBOR Rate Principal. If, for any reason, an effective election is not made in accordance with the terms and conditions hereof for any principal advance or for any LIBOR Rate Principal for which the corresponding Interest Period is expiring, or to convert Base Rate Principal to LIBOR Rate Principal, then the sums in question will be Base Rate Principal until an effective LIBOR Rate Election is thereafter made for such sums. (b) Each Rollover/Conversion Notice must be received by Administrative Agent not later than 10:00 a.m., Administrative Agent’s Time on the applicable date as follows: (i) With respect to an advance of or a conversion to Base Rate Principal, one (1) Business Day prior to the proposed date of advance or conversion; and (ii) With respect to an advance of, conversion to or continuation of LIBOR Rate Principal, three (3) Business Days prior to the proposed date of advance, conversion or continuation. Unless otherwise specified herein, no conversion from LIBOR Rate Principal may be made other than at the end of the corresponding current Interest Period. Each Rollover/Conversion Notice shall stipulate: (A) the amount of the advance or of the Principal Debt to be converted or continued; (B) the nature of the proposed advance, conversion or continuation, which shall be either Base Rate Principal, LIBOR Rate Principal or a combination thereof, and in the case of a conversion or continuation, the nature of the Principal Debt to be converted or continued; and (C) in the case of LIBOR Rate Principal, the proposed commencement date and duration of the Interest Period. All such notices shall be irrevocable once given, and shall be deemed to have been given only when actually received by Administrative Agent in writing in form specified by Administrative Agent.

Interest Rate Elections. (aA) Subject to the terms and conditions and limitations in of this Agreement, the Borrower may shall have the right, exercisable by providing a Rollover/Conversion Notice submission of an Interest Rate Election, as to Administrative Agent:any Loan (other than Bid Loans and Swing Loans) and as to any portion of the then outstanding principal balance of the Loans (other than Bid Loans and Swing Loans), to be effective on the applicable Interest Adjustment Date for the Loan in question, to elect the Reference Rate or the Libor Rate as the interest rate on such Loan and/or on the portion of the outstanding principal balance of the Loans that is subject to an Interest Rate Election on such Interest Adjustment Date. (iB) Elect, for a new advance of funds, that such Principal Debt will Interest Rate Elections with regard to the Libor Rate shall be Base Rate Principal, LIBOR Rate Principal or a combination thereof;subject to and governed by Section 2.10. (iiC) Elect Notwithstanding any other provisions of this Agreement, no Interest Rate Election shall be permitted if it would cause the outstanding amount of Libor Loans on any date on which the Commitment is to convert, on a LIBOR Business Day, all or part of Base Rate Principal into LIBOR Rate Principal; (iii) Elect to convert, on the last day of the Interest Period applicable thereto, all or part of any LIBOR Rate Principal into Base Rate Principal; or (iv) Elect to continue, commencing on the last day of the Interest Period applicable thereto, any LIBOR Rate Principal. If, for any reason, an effective election is not made be reduced in accordance with Section 2.09 to exceed the terms and conditions hereof for any principal advance or for any LIBOR Rate Principal for amount to which the corresponding Commitment is to be reduced. (D) On the Business Day that Agent is deemed to have received a Request and/or an Interest Period is expiringRate Election from the Borrower, Agent shall notify each of the Banks thereof, by telecopying or E-mailing a copy of the Borrower's Request and/or Interest Rate Election, as applicable, to convert Base Rate Principal to LIBOR Rate Principal, then each Bank. The Business Day on which the sums in question will be Base Rate Principal until an effective LIBOR Banks receive notice from Agent of a Request and/or Interest Rate Election is thereafter made for such sumshereinafter referred to as a "Notice Day". (bE) Each Rollover/Conversion Notice must be received by Administrative Agent not later than 10:00 a.m., Administrative Agent’s Time on the applicable date as follows: (i) With respect to an advance of or a conversion to Base Rate Principal, one (1) Business Day prior to the proposed date of advance or conversion; and (ii) With respect to an advance of, conversion to or continuation of LIBOR Rate Principal, three (3) Business Days prior to the proposed date of advance, conversion or continuation. Unless otherwise specified herein, no conversion from LIBOR Rate Principal may be made other than at the end of the corresponding Interest Period. Each Rollover/Conversion Notice shall stipulate: (A) the amount of the advance or of the Principal Debt to be converted or continued; (B) the nature of the proposed advance, conversion or continuation, which shall be either Base Rate Principal, LIBOR Rate Principal or a combination thereof, and in In the case of a conversion Request and/or Interest Rate Election for a Libor Loan, at or continuationprior to 12:00 o'clock P.M. on the Business Day immediately succeeding the Notice Day, if the Interest Period selected by the Borrower in such Interest Rate Election is an Interest Period which, under this Agreement, requires the consent of the Banks, each Bank shall notify Agent, by telephone, telecopy or E-mail, whether such Bank is willing to offer to the Borrower the Interest Period so selected by the Borrower and, if not, subject to Section 2.10 (B), (C), (F) and (G), the nature longest Interest Period which such Bank is prepared to offer to the Borrower with respect to such Loan, which Interest Period may not be shorter than the longest Interest Period which does not require the consent of the Principal Debt Banks under this Agreement. If any Bank fails to be converted give any such notice on or continued; prior to the time set forth above, Agent shall base its below selections on the notices received from Banks at or prior to such time. Agent shall (a) select (i) if the Interest Period selected by the Borrower is one which requires the consent of the Banks, the shortest Interest Period among those which each Bank has indicated it is prepared to offer to the Borrower and (Cii) in the Adjusted Libor Rate applicable thereto, (b) calculate the Libor Rate on the basis thereof and (c) notify the Borrower and each Bank of such Libor Rate and, if applicable, the available Interest Period, by telephone or telecopy or E-mail, prior to 2 o'clock P.M. on the same Business Day as the Business Day on which Agent receives such determinations from the Banks. In accordance with Section 2.01(D), the Banks shall send to Agent by Wire Transfer Dollars (which are immediately available to Agent upon receipt) for disbursement to the Borrower. (F) In the case of LIBOR a Request and/or Interest Rate PrincipalElection for a Reference Rate Loan, the proposed commencement date and duration Agent shall, concurrently with its notification to each of the Interest PeriodBanks pursuant to Section 2.07(D) notify such Bank of the Reference Rate applicable to the Loan. All such notices At or prior to 12 o'clock P.M. on the Business Day immediately succeeding the Notice Day, each Bank shall be irrevocable once given, and shall be deemed send to have been given only when actually received Agent by Administrative Wire Transfer Dollars (which are immediately available to Agent upon receipt) for disbursement to the Borrower in writing in form specified by Administrative Agentaccordance with Section 2.01 of this Agreement.

Interest Rate Elections. (a) Any Borrower, subject to any prior continuing interest rate elections made pursuant to Section 2.5(b), at any time and from time to time, may notify the Agent that it is electing to have interest accrue at the Overnight Market Rate on a specific portion (up to and including 100%) of the aggregate unpaid amount of any Revolving Credit Advance. All Revolving Credit Advances for which an interest rate option is not specifically designated by a Borrower, pursuant to the terms hereof, or not requested in conformity with the terms hereof, shall be bear interest at the Overnight Market Rate. (b) Subject to the notice provisions set forth in this Section 2.5(b), at any time and from time to time, any Borrower may notify (which notice shall be irrevocable) the Agent that it is electing to have interest accrue for a LIBOR Period specified in writing by such Borrower at the Adjusted LIBOR Rate on a specific portion (up to and including 100%) of the aggregate unpaid amount of any Revolving Credit Advance (including any Revolving Credit Advance to be made by the Lenders to the Borrowers on the date of election) equal to the amount specified by the Borrower. A Borrower shall notify the Agent not later than 10:00 A.M. two (2) LIBOR Business Days before the date on which the Borrowers desire any Revolving Credit Advance to bear interest at the Adjusted LIBOR Rate. Notwithstanding anything contained herein to the contrary, any LIBOR Loan shall be in minimum denominations equal to the Minimum LIBOR Loan Amount and in multiples thereof if in excess thereof. (c) Following an interest rate election made by any Borrower with respect to any Revolving Credit Advance pursuant to Sections 2.5(a) or 2.5(b), but subject to all other conditions and limitations in of this Agreement, such Borrower may may, in accordance with the provisions of Sections 2.5(a) and 2.5(b), from time to time, elect to convert or continue the type of interest rate borne by providing such Revolving Credit Advance. In the event that a Rollover/Conversion Notice Borrower fails to Administrative Agentprovide the Agent with any notice of conversion or continuance, as described above, such Revolving Credit Advance shall immediately and automatically become a Market Rate Loan and shall commence bearing interest at the Overnight Market Rate. Notwithstanding anything contained herein to the contrary, no Borrower shall convert any LIBOR Loan to a Market Rate Loan until the expiration of the LIBOR Period then in effect with respect thereto. (d) Each LIBOR Period shall end prior to the Termination Date and the Borrower's election of LIBOR Periods hereunder shall not violate the provisions of this Section 2.5(d). (e) In the event that the Agent shall determine (which determination shall be conclusive and binding upon the Borrowers) that, by reason of circumstances affecting the interbank eurodollar market or otherwise, adequate and reasonable means do not exist for ascertaining LIBOR, the Borrowers' right to elect to have interest accrue on any Revolving Credit Advance at the Adjusted LIBOR Rate shall be suspended until such time that the Agent determines that adequate and reasonable means exist for ascertaining LIBOR. (f) Notwithstanding anything contained herein to the contrary, if any applicable law, treaty, regulation or directive, or any change in or in the application or interpretation of such law, treaty, regulation or directive, or any other event shall make it unlawful for any Lender to make or maintain LIBOR Loans: (i) Elect, for a new advance The obligation of funds, that such Principal Debt will the Lenders to make or maintain LIBOR Loans shall be Base Rate Principal, LIBOR Rate Principal or a combination thereof;cancelled automatically and immediately; and (ii) Elect Such LIBOR Loans shall convert automatically and immediately to convertMarket Rate Loans and bear interest at the Overnight Market Rate. (g) The Borrowers shall not prepay, on in whole or in part, any LIBOR Loans prior to the expiration of the appropriate LIBOR Period applicable thereto. The Borrowers shall indemnify the Lenders and hold the Lenders harmless from and against any and all direct and indirect costs and losses (including losses resulting from redeployment of prepaid or reborrowed funds at rates lower than the cost of such funds to the Lenders), but not lost profits, that the Lenders may sustain or incur as a result of (i) any prepayment of a LIBOR Business DayLoan, all or part (ii) the conversion of Base a LIBOR Loan to a Market Rate Principal into LIBOR Rate Principal; (iii) Elect Loan prior to convert, on the last day expiration of the Interest LIBOR Period applicable thereto, all (iii) a Revolving Credit Advance being converted from a LIBOR Loan to a Market Rate Loan by reason of the circumstances described in Section 2.5(e) or part (f), or (iv) a LIBOR Loan not being made after notice thereof is provided to the Agent pursuant hereto. Such agreement to indemnify shall include, without limitation, any interest payable by the Lenders to lenders of funds obtained by the Lenders in order to make or maintain LIBOR Loans pursuant hereto. (h) Following the occurrence of an Event of Default, the Borrowers may not elect to have any Revolving Credit Advance made or maintained as, or converted into, a LIBOR Loan after the expiration of any LIBOR Rate Principal into Base Rate Principal; or (iv) Elect to continue, commencing on the last day of the Interest Period applicable thereto, any LIBOR Rate Principal. If, then in effect for any reason, an effective election is not made in accordance with the terms and conditions hereof for any principal advance or for any LIBOR Rate Principal for which the corresponding Interest Period is expiring, or to convert Base Rate Principal to LIBOR Rate Principal, then the sums in question will be Base Rate Principal until an effective LIBOR Rate Election is thereafter made for such sumsthat Revolving Credit Advance. (b) Each Rollover/Conversion Notice must be received by Administrative Agent not later than 10:00 a.m., Administrative Agent’s Time on the applicable date as follows: (i) With respect to an advance of any Term Loan, any Borrower may elect in a Conversion Notice to have the Term Loan bear interest at the Intermediate Market Rate or a conversion to Base Rate Principal, one (1) Business Day prior to fixed rate of interest quoted by the proposed date of advance or conversion; and (ii) With respect to an advance of, conversion to or continuation of LIBOR Rate Principal, three (3) Business Days prior to the proposed date of advance, conversion or continuation. Unless otherwise specified herein, no conversion from LIBOR Rate Principal may be made other than Agent at the end request of the corresponding Interest Period. Each Rollover/Conversion Notice shall stipulate: such Borrower for up to a five (A5) the amount of the advance or of the Principal Debt to be converted or continued; (B) the nature of the proposed advance, conversion or continuation, which shall be either Base Rate Principal, LIBOR Rate Principal or a combination thereof, and in the case of a conversion or continuation, the nature of the Principal Debt to be converted or continued; and (C) in the case of LIBOR Rate Principal, the proposed commencement date and duration of the Interest Period. All such notices shall be irrevocable once given, and shall be deemed to have been given only when actually received by Administrative Agent in writing in form specified by Administrative Agentyear term.

Interest Rate Elections. (a) Subject The Borrower, subject to any prior continuing interest rate elections made pursuant to Sections 2.7(b) and 2.7(c), at any time and from time to time, may notify the Lender that it is electing to have interest accrue at the Prime Rate on a specific portion (up to and including 100%) of the aggregate unpaid amount of any Advance(s). All Advances for which an interest rate option is not specifically designated by the Borrower under this Section 2.7, pursuant to the conditions and limitations terms hereof, or not requested in this Agreement, Borrower may by providing a Rollover/Conversion Notice to Administrative Agent: (i) Elect, for a new advance of funds, that such Principal Debt will be Base Rate Principal, LIBOR Rate Principal or a combination thereof; (ii) Elect to convert, on a LIBOR Business Day, all or part of Base Rate Principal into LIBOR Rate Principal; (iii) Elect to convert, on the last day of the Interest Period applicable thereto, all or part of any LIBOR Rate Principal into Base Rate Principal; or (iv) Elect to continue, commencing on the last day of the Interest Period applicable thereto, any LIBOR Rate Principal. If, for any reason, an effective election is not made in accordance conformity with the terms and conditions hereof for any principal advance or for any LIBOR hereof, shall be Prime Rate Principal for which the corresponding Interest Period is expiring, or to convert Base Rate Principal to LIBOR Rate Principal, then the sums in question will be Base Rate Principal until an effective LIBOR Rate Election is thereafter made for such sumsLoans. (b) Each Rollover/Conversion Notice must Subject to the notice provisions set forth in this Section 2.7(b), at any time and from time to time, the Borrower may notify (which notice shall be received irrevocable) the Lender it is electing to have interest accrue for a LIBOR Period specified in writing by Administrative Agent the Borrower at the Adjusted LIBOR Rate on a specific portion (up to and including 100%) of the aggregate unpaid amount of any Advance (including any Advance to be made by the Lender to the Borrower on the date of election) equal to the amount specified by the Borrower. The Borrower shall notify the Lender not later than 10:00 a.m.A.M. two (2) Business Days before the date on which the Borrower desires any Advance to bear interest at the Adjusted LIBOR Rate. Notwithstanding anything contained herein to the contrary, Administrative Agent’s Time (i) any LIBOR Loan shall be in minimum denominations equal to the Minimum LIBOR Loan Amount and in multiples thereof if in excess thereof, and (ii) the Borrower shall not be permitted to request a LIBOR Loan (including a conversion thereto) that, if made, would result in more than four (4) LIBOR Loans outstanding at any time (it being understood that LIBOR Loans having different LIBOR Periods, regardless of whether they commence on the same date, shall be considered separate LIBOR Loans). (c) The Borrower, subject to any prior continuing interest rate elections made pursuant to Sections 2.7(a) or 2.7(b), at any time and from time to time, may notify the Lender that it is electing to have interest accrue at the LIBOR Market Index Rate on a specific portion (up to and including 100%) of the aggregate unpaid amount of any Advance. (d) Following an interest rate election made by the Borrower with respect to any Advance pursuant to Sections 2.7(a), 2.7(b) or 2.7(c), but subject to all other conditions of this Agreement, the Borrower may, in accordance with the provisions of Sections 2.7(a), 2.7(b) and 2.7(c), from time to time, elect to convert or continue the type of interest rate borne by such Advance. In the event that the Borrower fails to provide the Lender with any notice of conversion or continuance, as described above, such Advance shall immediately and automatically become a Prime Rate Loan and shall commence bearing interest at the Adjusted Prime Rate. Notwithstanding anything contained herein to the contrary, the Borrower shall not convert, or permit the conversion of, any LIBOR Loan to a Prime Rate Loan or LMIR Loan until the expiration of the LIBOR Period then in effect with respect thereto. (e) Any LIBOR Period for LIBOR Loans under the Acquisition Line of Credit and Working Capital Line of Credit shall end prior to the Acquisition Line of Credit Termination Date or the Working Capital Line of Credit Termination Date, as appropriate, and the Borrower's election of LIBOR Periods hereunder shall not violate the provisions of this Section 2.7(e). Any LIBOR Period for LIBOR Loans under the Term Loan shall end prior to the expiration of the Amortization Period and the Borrower's election of LIBOR Periods hereunder shall not violate the provisions of this Section 2.7(e). (f) In the event that the Lender shall determine (which determination shall be conclusive and binding upon the Borrower) that, by reason of circumstances affecting the interbank eurodollar market or otherwise, adequate and reasonable means do not exist for ascertaining LIBOR and/or LIBOR Market Index Rate, the Borrower's right to elect to have interest accrue on any Advance at the Adjusted LIBOR Rate or Adjusted LIBOR Market Index Rate shall be suspended until such time that the Lender determines that adequate and reasonable means exist for ascertaining LIBOR or LIBOR Market Index Rate. (g) Notwithstanding anything contained herein to the contrary, if any applicable date law, treaty, regulation or directive, or any change in or in the application or interpretation of such law, treaty, regulation or directive, or any other event shall make it unlawful for the Lender to make or maintain LIBOR Loans and/or LMIR Loans: (1) The obligation of the Lender to make or maintain LIBOR Loans and/or LMIR Loans shall be canceled automatically and immediately; and (2) Such LIBOR Loans and/or LMIR Loans shall convert automatically and immediately to Prime Rate Loans. (h) The Borrower shall not prepay, in whole or in part, any LIBOR Loans prior to the expiration of the appropriate LIBOR Period applicable thereto. The Borrower shall indemnify the Lender and hold the Lender harmless from and against any loss or expense that the Lender may sustain or incur as follows:a result of (i) any prepayment of a LIBOR Loan, (ii) the conversion of a LIBOR Loan to a Prime Rate Loan or LMIR Loan prior to the expiration of the LIBOR Period applicable thereto, (iii) a Loan being converted from a LIBOR Loan to a Prime Rate Loan or LMIR Loan by reason of the circumstances described in Section 2.7(g), or (iv) a LIBOR Loan not being made after notice thereof is provided to the Lender pursuant hereto. Such agreement to indemnify shall include, without limitation, any interest payable by the Lender to lenders of funds obtained by the Lender in order to make or maintain LIBOR Loans pursuant hereto. (i) With respect to an advance of or a conversion to Base Rate Principal, one (1) Business Day prior to Following the proposed date of advance or conversion; and (ii) With respect to an advance of, conversion to or continuation of LIBOR Rate Principal, three (3) Business Days prior to the proposed date of advance, conversion or continuation. Unless otherwise specified herein, no conversion from LIBOR Rate Principal may be made other than at the end of the corresponding Interest Period. Each Rollover/Conversion Notice shall stipulate: (A) the amount of the advance or of the Principal Debt to be converted or continued; (B) the nature of the proposed advance, conversion or continuation, which shall be either Base Rate Principal, LIBOR Rate Principal or a combination thereof, and in the case occurrence of a conversion Default or continuationan Event of Default, the nature of the Principal Debt to be converted or continued; and (C) in the case of LIBOR Rate Principal, the proposed commencement date and duration of the Interest Period. All such notices shall be irrevocable once given, and shall be deemed Borrower may not elect to have been given only when actually received by Administrative Agent any Advance made or maintained as, or converted into, a LIBOR Loan after the expiration of any LIBOR Period then in writing in form specified by Administrative Agenteffect for that Advance.

Interest Rate Elections. (a) Subject to the conditions and limitations in this Agreement, Borrower may by providing a Rollover/Conversion Notice written notice to Administrative Agent:Agent in the form specified by Administrative Agent (a "RATE ELECTION NOTICE"): (i) Elect, for a new advance Advance of funds, that such Principal Debt will be Base Rate Principal, LIBOR Rate Principal Principal, or a combination thereof; (ii) Elect to convert, on a LIBOR Business Day, all or part of Base Rate Principal into LIBOR Rate Principal; (iii) Elect to convert, on the last day of the Interest Period applicable thereto, all or part of any LIBOR Rate Principal into Base Rate Principal; or (iv) Elect to continue, commencing on the last day of the Interest Period applicable thereto, any LIBOR Rate Principal. If, for any reason, an effective election is not made in accordance with the terms and conditions hereof for any principal advance Advance or for any LIBOR Rate Principal for which the corresponding Interest Period is expiring, or to convert Base Rate Principal to LIBOR Rate Principal, then the sums in question will be Base Rate Principal until an effective LIBOR Rate Election is thereafter made for such sums. (b) Each Rollover/Conversion Rate Election Notice must be received by Administrative Agent not later than 10:00 a.m., Administrative Agent’s Time 's Time, on the applicable date as follows: (i) With respect to an advance Advance of or a conversion to Base Rate Principal, one (1) Business Day prior to the proposed date of advance Advance or conversion; and (ii) With respect to an advance Advance of, conversion to or continuation of LIBOR Rate Principal, three (3) Business Days prior to the proposed date of advanceAdvance, conversion or continuation. Unless otherwise specified herein, no conversion from LIBOR Rate Principal may be made other than at the end of the corresponding Interest Period. Each Rollover/Conversion Rate Election Notice shall stipulate: (A) the amount of the advance Advance or of the Principal Debt to be converted or continued; (B) the nature of the proposed advanceAdvance, conversion or continuation, which shall be either Base Rate Principal, LIBOR Rate Principal or a combination thereof, and in the case of a conversion or continuation, the nature of the Principal Debt to be converted or continued; and (C) in the case of LIBOR Rate Principal, the proposed commencement date and duration of the Interest Period. All such notices shall be irrevocable once given, and shall be deemed to have been given only when actually received by Administrative Agent in writing in form specified by Administrative Agent. (c) Administrative Agent shall promptly notify Borrower and Lenders of the interest rate applicable to each portion of the Principal Debt other than Base Rate Principal upon determination of same.

Interest Rate Elections. (a) Subject The initial Type of Loans comprising each Committed Borrowing, and the duration of the initial Interest Period applicable thereto if they are initially Euro-Currency Loans, shall be as specified in the applicable Notice of Borrowing. Thereafter, the relevant Borrower may from time to time elect to change or continue the Type of, or the duration of the Interest Period applicable to, the Loans included in any Committed Borrowing (excluding overdue Loans and subject in each case to the conditions provisions of the definition of Interest Period and limitations in this AgreementArticle VIII), Borrower may by providing a Rollover/Conversion Notice to Administrative Agentas follows: (i) Elect, for a new advance of funds, that if such Principal Debt will be Loans are Base Rate PrincipalLoans, LIBOR such Borrower may elect to designate such Loans as Euro-Currency Loans, may elect to continue such Loans as Base Rate Principal Loans for an additional Interest Period, or a may elect to designate such Loans as any combination thereofof Base Rate Loans and Euro-Currency Loans; (ii) Elect if such Loans are Euro-Currency Loans, such Borrower may elect to convertdesignate such Loans as Base Rate Loans, on a LIBOR Business Daymay elect to continue such Loans as Euro-Currency Loans for an additional Interest Period, all or part may elect to designate such Loans as any combination of Base Rate Principal into LIBOR Rate Principal;Loans and Euro-Currency Loans. Notwithstanding the foregoing, no Borrower may elect an Interest Period for Euro-Currency Loans unless the aggregate outstanding principal amount of Euro-Currency Loans (including any such Euro-Currency Loans made pursuant to Section 2.01 on the date that such Interest Period is to begin) to which such Interest Period will apply is $5,000,000 or any larger multiple of $500,000. (iiib) Elect Any election permitted by subsection (a) of this Section may become effective on any Euro-Currency Business Day specified by the applicable Borrower (the "Election Date"); provided that, with respect to convertany outstanding Euro-Currency Loan, on the applicable Borrower may not specify an Election Date that is other than the last day of the Interest Period therefor. Each such election shall be made by the applicable Borrower by delivering a notice (a "Notice of Interest Rate Election") to the Agent not later than 11:00 A.M. (New York City time) on (x) the Election Date, if all the resulting Loans will be Base Rate Loans and (y) the date three Euro-Currency Business Days before the Election Date, if the resulting Loans will include Euro-Currency Loans. Each Notice of Interest Rate Election shall specify with respect to the outstanding Loans to which such notice applies: (i) the Election Date; (ii) if the Type of Loan is to be changed, the new Type of Loan and, if such new Type is a Euro-Currency Loan, the duration of the new Interest Period applicable thereto; (iii) if such Loans are Euro-Currency Loans and the Type of such Loans is to be continued for an additional or different Interest Period, all the duration of such additional or part of any LIBOR Rate Principal into Base Rate Principaldifferent Interest Period; orand (iv) Elect if such Loans are to continuebe designated as a combination of Base Rate Loans or Euro-Currency Loans, the information specified in clauses (i) through (iii) above as to each resulting Borrowing and the aggregate amount of each such Borrowing. Each Interest Period specified in a Notice of Interest Rate Election shall comply with the provisions of the definition of Interest Period and the last sentence of subsection (a) of this Section. (c) Upon receipt of a Notice of Interest Rate Election, the Agent shall promptly notify each Bank of the contents thereof and of such Bank's share of such Borrowing and such notice shall not thereafter be revocable by the applicable Borrower. (d) If a Borrower (i) fails to deliver a timely Notice of Interest Rate Election to the Agent electing to continue or change the Type of, or the duration of the Interest Period applicable to, the Loans included in any Committed Borrowing as provided in this Section and (ii) has not theretofore delivered a notice of prepayment relating to such Committed Loans, then such Borrower shall be deemed to have given the Agent a Notice of Interest Rate Election electing to change the Type of such Loans to (or continue the Type thereof as) Base Rate Loans, with an Interest Period commencing on the last day of the Interest Period applicable thereto, any LIBOR Rate Principal. If, for any reason, an effective election is not made in accordance with the terms and conditions hereof for any principal advance or for any LIBOR Rate Principal for which the corresponding Interest Period is expiring, or to convert Base Rate Principal to LIBOR Rate Principal, then the sums in question will be Base Rate Principal until an effective LIBOR Rate Election is thereafter made for such sums. (b) Each Rollover/Conversion Notice must be received by Administrative Agent not later than 10:00 a.m., Administrative Agent’s Time on the applicable date as follows: (i) With respect to an advance of or a conversion to Base Rate Principal, one (1) Business Day prior to the proposed date of advance or conversion; and (ii) With respect to an advance of, conversion to or continuation of LIBOR Rate Principal, three (3) Business Days prior to the proposed date of advance, conversion or continuation. Unless otherwise specified herein, no conversion from LIBOR Rate Principal may be made other than at the end of the corresponding current Interest Period. Each Rollover/Conversion Notice shall stipulate: (A) the amount of the advance or of the Principal Debt to be converted or continued; (B) the nature of the proposed advance, conversion or continuation, which shall be either Base Rate Principal, LIBOR Rate Principal or a combination thereof, and in the case of a conversion or continuation, the nature of the Principal Debt to be converted or continued; and (C) in the case of LIBOR Rate Principal, the proposed commencement date and duration of the Interest Period. All such notices shall be irrevocable once given, and shall be deemed to have been given only when actually received by Administrative Agent in writing in form specified by Administrative Agent.