Common use of Libor Option Clause in Contracts

Libor Option. (a) In lieu of having interest charged at the rate based upon the Reference Rate, the Borrowers shall have the option (the “LIBOR Option”) to have interest on all or a portion of the Loans be charged at a rate of interest based upon the LIBOR Rate. Each Interest Period of a LIBOR Rate Loan made to Borrowers shall commence on the date such LIBOR Rate Loan is made and shall end on such date as the Borrower may elect as set forth in subsection 2.02(a) above; provided that no Interest Period shall end after the last day of the Final Maturity Date; provided, further, from and after the Amendment No. 1 Effective Date, notwithstanding anything in this Agreement to the contrary, all Revolving Loans shall have interest charged based upon the LIBOR Rate. (b) The Administrative Borrower shall elect the initial Interest Period applicable to a LIBOR Rate Loan made to the Borrowers by its Notice of Borrowing given to the Administrative Agent pursuant to Section 2.02(a) or by its notice of conversion given to the Administrative Agent pursuant to Section 2.07(c), as the case may be. The Administrative Borrower shall elect the duration of each succeeding Interest Period by giving irrevocable written notice to the Administrative Agent of such duration not later than 11:00 a.m. (New York time) on the day which is not less than three (3) Business Days prior to the last day of the then current Interest Period applicable to such LIBOR Rate Loan. If the Administrative Agent does not receive timely notice of the Interest Period elected by the Administrative Borrower, the Administrative Borrower shall be deemed to have elected to convert such LIBOR Rate Loan to a Reference Rate Loan, subject to Section 2.07(c) herein below. (c) The Administrative Borrower may, on the last Business Day of the then current Interest Period applicable to any outstanding LIBOR Rate Loan made to the Borrowers, or on any Business Day with respect to Revolving Loans or any portion of the Term Loan that are Reference Rate Loans, convert any such loan into a loan of another type (i.e., a Reference Rate Loan or a LIBOR Rate Loan) in the same aggregate principal amount, provided that any conversion of a LIBOR Rate Loan made to the Borrowers not made on the last Business Day of the then current Interest Period applicable to such LIBOR Rate Loan shall be subject to Section 2.

Libor Option. (a) In lieu of having interest charged at the rate based upon the Reference Rate, the Borrowers shall have the option (the “LIBOR Option”) to have interest on all or a portion of the Loans be charged at a rate of interest based upon the LIBOR Rate. Each Interest Period of a LIBOR Rate Loan made to Borrowers shall commence on the date such LIBOR Rate Loan is made and shall end on such date as the Borrower Borrowers may elect as set forth in subsection Section 2.02(a) above; provided that no the exact length of each Interest Period shall end after be determined in accordance with the practice of the interbank market for offshore Dollar deposits. If on the date that is three (3) Business Days prior to the last day of each Interest Period of a LIBOR Rate Loan, unless the Final Maturity Date; providedAdministrative Borrower otherwise instructs in accordance with the terms hereunder, furtherthe interest rate applicable to such LIBOR Rate Loan shall automatically continue at the LIBOR Rate for an additional period equal in length to such Interest Period. At the direction of the Required Lenders at any time that an Event of Default has occurred and is continuing, from the Administrative Borrower no longer shall have the option to request that Loans bear interest at the LIBOR Rate and after Administrative Agent shall have the Amendment No. 1 Effective Date, notwithstanding anything in this Agreement right to convert the interest rate on all outstanding LIBOR Rate Loans to the contrary, all Revolving rate then applicable to Reference Rate Loans shall have interest charged based upon the LIBOR Ratehereunder. (b) The Administrative Borrower shall elect the initial Interest Period applicable to a LIBOR Rate Loan made to the Borrowers by its Notice of Borrowing given to the Administrative Agent pursuant to Section 2.02(a) or by its notice of conversion given to the Administrative Agent pursuant to Section 2.07(c2.09(c), as the case may be. The Administrative Borrower shall elect the duration of each succeeding Interest Period by giving irrevocable written notice to the Administrative Agent of such duration not later than 11:00 a.m. 1:00 p.m. (New York time) on the day which is not less than three (3) Business Days prior to the last day of the then current Interest Period applicable to such LIBOR Rate Loan. If the Administrative Agent does not receive timely notice of the Interest Period elected by the Administrative Borrower, the Administrative Borrower shall be deemed to have elected to convert such LIBOR Rate Loan to a Reference Rate Loan, subject to Section 2.07(c) herein below. (c) The Administrative Borrower may, on the last any Business Day of the then current Interest Period applicable to any outstanding LIBOR Rate Loan made to the BorrowersLoan, or on any Business Day with respect to Revolving Loans or any portion of the Term Loan that are Reference Rate Loans, convert any such loan into a loan of another type of loan (i.e., a Reference Rate Loan or a LIBOR Rate Loan) in the same aggregate principal amount, provided that any conversion of a LIBOR Rate Loan made to the Borrowers not made on the last Business Day of the then current Interest Period applicable to such LIBOR Rate Loan shall be subject to Section 2.2.09

Libor Option. (a) In lieu of having interest on the Term Loans charged at the rate based upon the Reference Prime Rate, the Borrowers shall have the option (the “LIBOR Option”) to have interest on all or a portion of the Term Loans be charged at a rate of interest based upon the Adjusted LIBOR Rate. Each Interest Period of a on LIBOR Rate Loan made Loans shall be payable in accordance with Section 2.5(b). On the last day of each applicable Interest Period, unless Borrowers properly have exercised the LIBOR Option with respect thereto pursuant to Borrowers shall commence on Section 2.7(b), the date interest rate applicable to such LIBOR Rate Loan is made and automatically shall end on such date as convert to the Borrower may elect as set forth in subsection 2.02(a) above; provided that no Interest Period shall end after the last day rate of interest then applicable to Prime Rate Loans of the Final Maturity Date; providedsame type hereunder. At any time that an Event of Default has occurred and is continuing, further, from and after the Amendment No. 1 Effective Date, notwithstanding anything in this Agreement to the contrary, all Revolving Loans Borrowers no longer shall have the option to request that Term Loans bear interest charged based upon at the Adjusted LIBOR Rate. (b) The Administrative Borrower shall (i) Borrowers may, at any time and from time to time, so long as no Event of Default has occurred and is continuing, elect to exercise the initial Interest Period applicable LIBOR Option by notifying Agent and Documentation Agent prior to a LIBOR Rate Loan made to the Borrowers by its Notice of Borrowing given to the Administrative Agent pursuant to Section 2.02(a) or by its notice of conversion given to the Administrative Agent pursuant to Section 2.07(c), as the case may be. The Administrative Borrower shall elect the duration of each succeeding Interest Period by giving irrevocable written notice to the Administrative Agent of such duration not later than 11:00 a.m. (New York time) at least 3 Business Days prior to the commencement of the proposed Interest Period (the “LIBOR Deadline”). Notice of Borrowers’ election of the LIBOR Option for a permitted portion of the Term Loans and an Interest Period pursuant to this Section shall be made by delivery to Agent and Documentation Agent of a LIBOR Notice from Borrower Funds Administrator received by Agent and Documentation Agent before the LIBOR Deadline, or by telephonic notice from Borrower Funds Administrator received by Agent and Documentation Agent before the LIBOR Deadline (to be confirmed by delivery to Agent and Documentation Agent of a LIBOR Notice received by Agent and Documentation Agent prior to 5:00 p.m. (New York time) on the same day). Promptly upon its receipt of each such LIBOR Notice (but in any event within one Business Day after Agent and Documentation Agent receives such LIBOR Notice), Documentation Agent shall provide a copy thereof to each of the Term Loan A Lenders. (ii) Each LIBOR Notice shall be irrevocable and binding on Borrowers and shall (i) be in the entire outstanding principal amount of Term Loan A, (ii) specify the initial Interest Period with respect thereto, and (iii) certify the matters contained in Section 4.2. If Borrower Funds Administrator requests a borrowing, conversion to or continuation of LIBOR Rate Loans in any such LIBOR Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. In connection with each LIBOR Rate Loan, Borrowers shall indemnify, defend, and hold Agent, Documentation Agent and Lenders harmless against any loss, cost, or expense incurred by Agent, Documentation Agent or any Lender as a result of (1) the payment of any principal of any LIBOR Rate Loan other than on the last day which is not less of an Interest Period applicable thereto (including as a result of an Event of Default, acceleration of all or any portion of the Obligations, or otherwise) (2) the conversion of any LIBOR Rate Loan other than three on the last day of the Interest Period applicable thereto, or (3) Business Days prior the failure to borrow, convert, continue or prepay any LIBOR Rate Loan on the date specified in any LIBOR Notice delivered pursuant hereto (such losses, costs, and expenses, collectively, “Funding Losses”). Funding Losses shall, with respect to Agent, Documentation Agent or any Lender, be deemed to equal the amount determined by Agent, Documentation Agent or such Lender to be the excess, if any, of (1) the amount of interest that would have accrued on the principal amount of such LIBOR Rate Loan had such event not occurred, at the LIBOR Rate that would have been applicable thereto, for the period from the date of such event to the last day of the then current Interest Period applicable therefor (or, in the case of a failure to such LIBOR Rate Loan. If borrow, convert or continue, for the Administrative Agent does not receive timely notice of period that would have been the Interest Period elected by therefor), minus (2) the Administrative Borroweramount of interest that would accrue on such principal amount for such period at the interest rate which Agent, Documentation Agent or such Lender would be offered were it to be offered, at the Administrative Borrower commencement of such period, Dollar deposits of a comparable amount and period in the London interbank market. A certificate of Agent, Documentation Agent or a Lender delivered to Borrowers setting forth any amount or amounts that Agent, Documentation Agent or such Lender is entitled to receive pursuant to this Section 2.7 shall be deemed to have elected to convert such LIBOR Rate Loan to a Reference Rate Loan, subject to Section 2.07(c) herein belowconclusive absent manifest error. (c) The Administrative Borrower mayBorrowers may prepay LIBOR Rate Loans at any time; provided, however, that in the event that LIBOR Rate Loans are prepaid on any date that is not the last Business Day day of the then current Interest Period applicable to thereto, including as a result of any outstanding LIBOR Rate Loan made to automatic prepayment through the Borrowersrequired application by Agent of proceeds of Collateral in accordance with Section 9.2 or for any other reason, including early termination of the term of this Agreement or on any Business Day with respect to Revolving Loans acceleration of all or any portion of the Term Loan that are Reference Obligations pursuant to the terms hereof, Borrowers shall indemnify, defend, and hold Agent, Documentation Agent and Lenders and their participants harmless against any and all Funding Losses in accordance with clause (b) above. (d) (i) The LIBOR Rate shall be adjusted by Agent (with respect to LIBOR Index Rate Loans, convert any such loan into a loan of another type ) or Documentation Agent (i.e., a Reference Rate Loan or a with respect to LIBOR Rate LoanLoans) with respect to any Lender on a prospective basis to take into account any additional or increased costs to such Lender of maintaining or obtaining any eurodollar deposits or increased costs due to changes in the same aggregate principal amount, provided that any conversion of a LIBOR Rate Loan made applicable law occurring subsequent to the Borrowers not made on the last Business Day commencement of the then current applicable Interest Period applicable Period, including changes in tax laws (except changes of general applicability in corporate income or withholding tax laws) and changes in the reserve requirements imposed by the Board of Governors of the Federal Reserve System of the United States, excluding the Reserve Percentage, which additional or increased costs would increase the cost of funding loans bearing interest at the LIBOR Rate. In any such event, the affected Lender shall give Borrowers, Documentation Agent and Agent notice of such a determination and adjustment and Agent promptly shall transmit the notice to each other Lender and, upon its receipt of the notice from the affected Lender, Borrowers may, by notice to such affected Lender (1) require such Lender to furnish to Borrowers a statement setting forth the basis for adjusting such LIBOR Rate Loan shall be subject and the method for determining the amount of such adjustment, or (2) repay the LIBOR Rate Loans with respect to Section 2which such adjustment is made (together with any amounts due under clause (b)(ii) above).

Libor Option. (a) In lieu of having interest charged at the rate based upon the Reference Rate, the Borrowers shall have the option (the “LIBOR Option”) to have interest on all or a portion of the Loans be charged at a rate of interest based upon the LIBOR Rate. Each On the last day of each applicable Interest Period, unless the Borrowers properly have exercised the LIBOR Option with respect thereto, the interest rate applicable to such LIBOR Rate Loans automatically shall convert to the rate of interest then applicable to Reference Rate Loans. The Borrowers may, at any time and from time to time, elect to exercise the LIBOR Option by notifying the Collateral Agent prior to 11:00 a.m. (New York City time) at least 3 Business Days prior to (i) the commencement of the proposed Interest Period or (ii) in the case of the conversion of a LIBOR Rate Loan made to Borrowers shall commence on the date such LIBOR into a Reference Rate Loan is made and shall end on such date as the Borrower may elect as set forth in subsection 2.02(a) above; provided that no Interest Period shall end after the last day of the Final Maturity Date; providedLoan, further, from and after the Amendment No. 1 Effective Date, notwithstanding anything in this Agreement to the contrary, all Revolving Loans shall have interest charged based upon the LIBOR Rate. (b) The Administrative Borrower shall elect the initial Interest Period applicable to a LIBOR Rate Loan made to the Borrowers by its Notice of Borrowing given to the Administrative Agent pursuant to Section 2.02(a) or by its notice of conversion given to the Administrative Agent pursuant to Section 2.07(c), as the case may be. The Administrative Borrower shall elect the duration of each succeeding Interest Period by giving irrevocable written notice to the Administrative Agent of such duration not later than 11:00 a.m. (New York time) on the day which is not less than three (3) Business Days prior to the last day of the then current Interest Period applicable (the “LIBOR Deadline”). Notice of the Borrowers’ election of the LIBOR Option for a permitted portion of the Loans and an Interest Period pursuant to this subsection (a) shall be made by delivery to the Collateral Agent of a LIBOR Notice received by the Collateral Agent before the LIBOR Deadline, or by telephonic notice received by the Collateral Agent before the LIBOR Deadline (to be confirmed by delivery to the Collateral Agent of a LIBOR Notice received by the Collateral Agent prior to 5:00 p.m. (New York City time) on the same day). Promptly upon its receipt of each such LIBOR Rate Loan. If Notice, the Administrative Collateral Agent does not receive timely notice shall provide a copy thereof to each of the Interest Period elected by Lenders. Each LIBOR Notice shall be irrevocable and binding on the Administrative BorrowerBorrowers. (b) Notwithstanding anything to the contrary contained in this Agreement, the Administrative Borrower Borrowers (i) shall be deemed to have elected to convert such not more than 3 LIBOR Rate Loan to a Reference Loans in effect at any given time, and (ii) only may exercise the LIBOR Option for LIBOR Rate Loan, subject to Section 2.07(c) herein belowLoans of at least $500,000 and integral multiples of $100,000 in excess thereof. (c) The Administrative Borrower mayBorrowers may prepay LIBOR Rate Loans at any time; provided, however, that in the event that LIBOR Rate Loans are prepaid on any date that is not the last Business Day day of the then current Interest Period applicable thereto, including as a result of any mandatory prepayment pursuant to Section 2.1.6 or any outstanding LIBOR Rate Loan made to application of payments or proceeds of Collateral in accordance with Section 5.4 or for any other reason, including early termination of the Borrowers, term of this Agreement or on any Business Day with respect to Revolving Loans acceleration of all or any portion of the Term Loan that are Reference Rate Loans, convert any such loan into a loan of another type (i.e., a Reference Rate Loan or a LIBOR Rate Loan) in the same aggregate principal amount, provided that any conversion of a LIBOR Rate Loan made Obligations pursuant to the terms hereof, the Borrowers not made on shall indemnify, defend, and hold the last Business Day of Collateral Agent and the then current Interest Period applicable to such LIBOR Rate Loan shall be subject to Lenders and their participants harmless against any and all Funding Losses in accordance with Section 23.9.

Libor Option. (a) In lieu The Borrowers may, at any time and from time to time, so long as no Default or Event of having interest charged at the rate based upon the Reference RateDefault has occurred and is continuing, the Borrowers shall have the option (the “LIBOR Option”) elect to have interest on all or a portion of the Loans be charged at a rate of interest based upon the LIBOR Rate. Each Rate (the “LIBOR Option”) by notifying the Administrative Agent prior to 11:00 a.m. (New York City time) at least 3 Business Days prior to (i) the proposed borrowing date of a Loan (as provided in Section 2.02), (ii) in the case of the conversion of a Reference Rate Loan to a LIBOR Rate Loan, the commencement of the proposed Interest Period or (iii) in the case of the continuation of a LIBOR Rate Loan made to Borrowers shall commence on the date such LIBOR Rate Loan is made and shall end on such date as the Borrower may elect as set forth in subsection 2.02(a) above; provided that no Interest Period shall end after the last day of the Final Maturity Date; provided, further, from and after the Amendment No. 1 Effective Date, notwithstanding anything in this Agreement to the contrary, all Revolving Loans shall have interest charged based upon the LIBOR Rate. (b) The Administrative Borrower shall elect the initial Interest Period applicable to a LIBOR Rate Loan made to the Borrowers by its Notice of Borrowing given to the Administrative Agent pursuant to Section 2.02(a) or by its notice of conversion given to the Administrative Agent pursuant to Section 2.07(c)Loan, as the case may be. The Administrative Borrower shall elect the duration of each succeeding Interest Period by giving irrevocable written notice to the Administrative Agent of such duration not later than 11:00 a.m. (New York time) on the day which is not less than three (3) Business Days prior to the last day of the then current Interest Period (the “LIBOR Deadline”). Notice of the Borrowers’ election of the LIBOR Option for a permitted portion of the Loans and an Interest Period pursuant to this Section 2.07(a) shall be made by delivery to the Administrative Agent of (A) a Notice of Borrowing (in the case of the initial making of a Loan) in accordance with Section 2.02 or (B) a LIBOR Notice prior to the LIBOR Deadline. Promptly upon its receipt of each such LIBOR Notice, the Administrative Agent shall provide a copy thereof to each of the Lenders. Each LIBOR Notice shall be irrevocable and binding on the Borrowers. (b) Interest on LIBOR Rate Loans shall be payable in accordance with Section 2.04(c). On the last day of each applicable Interest Period, unless the Borrowers properly have exercised the LIBOR Option with respect thereto, the interest rate applicable to such LIBOR Rate LoanLoans automatically shall convert to the rate of interest then applicable to Reference Rate Loans of the same type hereunder. If At any time that a Default or an Event of Default has occurred and is continuing, the Borrowers no longer shall have the option to request that any portion of the Loans bear interest at the LIBOR Rate and the Administrative Agent does not receive timely notice shall have the right to convert the interest rate on all outstanding LIBOR Rate Loans to the rate of interest then applicable to Reference Rate Loans of the same type hereunder on the last day of the then current Interest Period elected by the Administrative Borrower, the Administrative Borrower shall be deemed to have elected to convert such LIBOR Rate Loan to a Reference Rate Loan, subject to Section 2.07(c) herein belowPeriod. (c) Notwithstanding anything to the contrary contained in this Agreement, the Borrowers (i) shall have not more than three (3) LIBOR Rate Loans in effect at any given time, and (ii) only may exercise the LIBOR Option for LIBOR Rate Loans of at least $5,000,000 and integral multiples of $1,000,000 in excess thereof. (d) The Administrative Borrower mayBorrowers may prepay LIBOR Rate Loans at any time; provided, however, that in the event that LIBOR Rate Loans are prepaid on any date that is not the last Business Day day of the then current Interest Period applicable thereto, including as a result of any mandatory prepayment pursuant to Section 2.05(c) or any outstanding LIBOR Rate Loan made to application of payments or proceeds of Collateral in accordance with Section 4.03 or Section 4.04 or for any other reason, including early termination of the Borrowers, term of this Agreement or on any Business Day with respect to Revolving Loans acceleration of all or any portion of the Term Loan that are Reference Obligations pursuant to the terms hereof, the Borrowers shall indemnify, defend, and hold the Agents and the Lenders and their participants harmless against any and all Funding Losses in accordance with Section 2.08. (e) Anything to the contrary contained herein notwithstanding, neither any Agent nor any Lender, nor any of their participants, is required actually to acquire eurodollar deposits to fund or otherwise match fund any Obligation as to which interest accrues at the LIBOR Rate. The provisions of this Article II shall apply as if each Lender or its participants had match funded any Obligation as to which interest is accruing at the LIBOR Rate by acquiring eurodollar deposits for each Interest Period in the amount of the LIBOR Rate Loans, convert any such loan into a loan of another type (i.e., a Reference Rate Loan or a LIBOR Rate Loan) in the same aggregate principal amount, provided that any conversion of a LIBOR Rate Loan made to the Borrowers not made on the last Business Day of the then current Interest Period applicable to such LIBOR Rate Loan shall be subject to Section 2.

Libor Option. (a) In lieu The Borrowers may, at any time and from time to time, so long as no Default or Event of having interest charged at the rate based upon the Reference RateDefault has occurred and is continuing, the Borrowers shall have the option (the “LIBOR Option”) elect to have interest on all or a portion of the Loans be charged at a rate of interest based upon the LIBOR Rate. Each Rate (the "LIBOR Option") by notifying the Administrative Agent prior to 11:00 a.m. (New York City time) at least 3 Business Days prior to (i) the commencement of the proposed Interest Period or (ii) in the case of the conversion of a LIBOR Rate Loan made to Borrowers shall commence on the date such LIBOR into a Reference Rate Loan is made and shall end on such date as the Borrower may elect as set forth in subsection 2.02(a) above; provided that no Interest Period shall end after the last day of the Final Maturity Date; providedLoan, further, from and after the Amendment No. 1 Effective Date, notwithstanding anything in this Agreement to the contrary, all Revolving Loans shall have interest charged based upon the LIBOR Rate. (b) The Administrative Borrower shall elect the initial Interest Period applicable to a LIBOR Rate Loan made to the Borrowers by its Notice of Borrowing given to the Administrative Agent pursuant to Section 2.02(a) or by its notice of conversion given to the Administrative Agent pursuant to Section 2.07(c), as the case may be. The Administrative Borrower shall elect the duration of each succeeding Interest Period by giving irrevocable written notice to the Administrative Agent of such duration not later than 11:00 a.m. (New York time) on the day which is not less than three (3) Business Days prior to the last day of the then current Interest Period (the "LIBOR Deadline"). Notice of the Borrowers' election of the LIBOR Option for a permitted portion of the Loans and an Interest Period pursuant to this Section 2.07(a) shall be made by delivery to the Administrative Agent of a LIBOR Notice received by the Administrative Agent before the LIBOR Deadline, or by telephonic notice received by the Administrative Agent before the LIBOR Deadline (to be confirmed by delivery to the Administrative Agent of a LIBOR Notice received by the Administrative Agent prior to 5:00 p.m. (New York City time) on the same day). Promptly upon its receipt of each such LIBOR Notice, the Administrative Agent shall provide a copy thereof to each of the Lenders. Each LIBOR Notice shall be irrevocable and binding on the Borrowers. (b) Interest on LIBOR Rate Loans shall be payable in accordance with Section 2.04(d). On the last day of each applicable Interest Period, unless the Borrowers properly have exercised the LIBOR Option with respect thereto, the Administrative Agent shall be deemed to have been directed by the Administrative Borrower that interest rate applicable to such LIBOR Rate LoanLoans automatically shall convert to the rate of interest then applicable to Reference Rate Loans of the same type hereunder. If At any time that a Default or an Event of Default has occurred and is continuing, the Borrowers no longer shall have the option to request that any portion of the Loans bear interest at a rate based on the LIBOR Rate and the Administrative Agent does not receive timely notice shall have the right to convert the interest rate on all outstanding LIBOR Rate Loans to the rate of interest then applicable to Reference Rate Loans of the Interest Period elected by the Administrative Borrower, the Administrative Borrower shall be deemed to have elected to convert such LIBOR Rate Loan to a Reference Rate Loan, subject to Section 2.07(c) herein belowsame type hereunder. (c) Notwithstanding anything to the contrary contained in this Agreement, the Borrowers (i) shall have not more than four (4) LIBOR Rate Loans in effect at any given time and (ii) only may exercise the LIBOR Option for LIBOR Rate Loans of at least $500,000 and integral multiples of $100,000 in excess thereof. (d) The Administrative Borrower mayBorrowers may prepay LIBOR Rate Loans at any time; provided, however, that, in the event that LIBOR Rate Loans are prepaid on any date that is not the last Business Day day of the then current Interest Period applicable thereto, including as a result of any mandatory prepayment pursuant to Section 2.05(c) or any outstanding LIBOR Rate Loan made to application of payments or proceeds of the BorrowersCollateral in accordance with Section 4.03 or Section 4.04 or for any other reason, including early termination of the term of this Agreement or on any Business Day with respect to Revolving Loans acceleration of all or any portion of the Term Loan that are Reference Obligations pursuant to the terms hereof, the Borrowers shall indemnify, defend, and hold harmless the Agents and the Lenders and their participants against any and all Funding Losses in accordance with Section 2.08. (e) Anything to the contrary contained herein notwithstanding, neither any Agent nor any Lender, nor any of their participants, is required actually to acquire eurodollar deposits to fund or otherwise match fund any Obligation as to which interest accrues at a rate based on the LIBOR Rate. The provisions of this ARTICLE II shall apply as if each Lender or its participants had match funded any Obligation as to which interest is accruing at a rate based on the LIBOR Rate by acquiring eurodollar deposits for each Interest Period in the amount of the LIBOR Rate Loans, convert any such loan into a loan of another type (i.e., a Reference Rate Loan or a LIBOR Rate Loan) in the same aggregate principal amount, provided that any conversion of a LIBOR Rate Loan made to the Borrowers not made on the last Business Day of the then current Interest Period applicable to such LIBOR Rate Loan shall be subject to Section 2.

Libor Option. (aA) In lieu of having interest charged at the rate based upon the Reference Base Rate, the Borrowers shall have the option (the “LIBOR Option”) to have interest on all or a portion of the Revolving Loans be charged at a rate of interest based upon the LIBOR Rate. Each Interest Period of If Borrowers previously shall have exercised the LIBOR Option as to all or a LIBOR Rate Loan made to Borrowers shall commence on the date such LIBOR Rate Loan is made and shall end on such date as the Borrower may elect as set forth in subsection 2.02(a) above; provided that no Interest Period shall end after the last day portion of the Final Maturity Date; providedRevolving Loans hereunder, further, from and after except to the Amendment No. 1 Effective Date, notwithstanding anything extent as otherwise provided in this Agreement or if Borrowers shall have notified Administrative Agent in writing before the applicable LIBOR Deadline of its intention to convert such LIBOR Loan into a Base Rate Loan, each LIBOR Loan shall be continued without further action by Borrowers, Administrative Agent or any Lender as a LIBOR Loan with a Calendar Month Interest Period. At any time that an Event of Default has occurred and is continuing, Borrowers no longer shall have the contrary, all option to request that Revolving Loans shall have bear interest charged at a rate based upon the LIBOR RateRate and Administrative Agent shall have the right to convert the interest rate on all outstanding LIBOR Loans to the rate then applicable to Base Rate Loans hereunder. Borrowers may prepay all or part of any LIBOR Loan at any time. (bB) The Administrative Borrower shall Borrowers may, at any time and from time to time, so long as no Event of Default has occurred and is continuing, elect to exercise the initial Interest Period applicable to a LIBOR Rate Loan made to the Borrowers Option by its Notice of Borrowing given to the notifying Administrative Agent pursuant prior to Section 2.02(a) or by its notice of conversion given to the Administrative Agent pursuant to Section 2.07(c), as the case may be. The Administrative Borrower shall elect the duration of each succeeding Interest Period by giving irrevocable written notice to the Administrative Agent of such duration not later than 11:00 a.m. 1:00 P.M. (New York Eastern time) on the day which date that is not less than three at least four (34) Business Days prior to the following (such 1:00 P.M. deadline on the applicable date is referred to as the “LIBOR Deadline”): (i) the effectiveness of Borrowers’ exercise of the LIBOR Option as to all, or a specified portion of, the Loans in the case of any Base Rate Loans to be converted into LIBOR Loans or (ii) the date of the proposed borrowing of a LIBOR Loan from the initial date of such Revolving Loan. Notice of Borrowers’ election of the LIBOR Option for a permitted portion of the Revolving Loans pursuant to this Section shall be made by delivery to Administrative Agent of a Loan Request received by Administrative Agent before the LIBOR Deadline, or by telephonic or email notice received by Administrative Agent before the LIBOR Deadline (to be confirmed by delivery to Administrative Agent of a Notice of Borrowing. (C) The LIBOR Rate for each LIBOR Loan shall be set two (2) Business Days prior to the date of the initial advance of a LIBOR Loan (or, in the case of the exercise of a LIBOR Option with respect to all or part of an outstanding Base Rate Loan, two (2) Business Days prior to the date on which the LIBOR Option is exercised with respect to such Loans). From and after the first day of the next calendar month after the LIBOR Option is exercised and continuing thereafter, except to the extent as otherwise provided in the Agreement or if Borrowers shall have notified Administrative Agent in writing before the applicable LIBOR Deadline of its intention to convert such LIBOR Loan into a Base Rate Loan, the LIBOR Rate shall be adjusted to the LIBOR Rate for a Calendar Month Interest Period determined by Administrative Agent on the second full Business Day next preceding the first day of each calendar month. (D) The LIBOR Rate may be adjusted by Administrative Agent with respect to any Lender on a prospective basis to take into account any additional or increased costs to such Lender of maintaining or obtaining any eurodollar deposits or increased costs, in each case, due to changes in Applicable Law occurring subsequent to the commencement of the then applicable Interest Period, including changes in tax laws (except changes of general applicability in corporate income tax laws) and changes in the reserve requirements imposed by the Board of Governors of the Federal Reserve System (or any successor), which additional or increased costs would increase the cost of funding loans bearing interest at the LIBOR Rate. In any such event, the affected Lender shall give Borrowers and Administrative Agent notice of such a determination and adjustment and Administrative Agent promptly shall transmit the notice to each other Lender and, upon its receipt of the notice from the affected Lender, Borrowers may, by notice to such affected Lender (y) require such Lender to furnish to Borrowers a statement setting forth the basis for adjusting such LIBOR Rate and the method for determining the amount of such adjustment, or (z) repay the LIBOR Rate Loans with respect to which such adjustment is made. (E) In the event that any change in market conditions or any law, regulation, treaty, or directive, or any change therein or in the interpretation of application thereof, shall at any time after the date hereof, in the reasonable opinion of any Lender, make it unlawful or impractical for such Lender to fund or maintain LIBOR Rate Loans or to continue such funding or maintaining, or to determine or charge interest rates at the LIBOR Rate, such Lender shall give notice of such changed circumstances to Administrative Agent and Borrowers and Administrative Agent promptly shall transmit the notice to each other Lender and (y) in the case of any LIBOR Loans of such Lender that are outstanding, the date specified in such Lender’s notice shall be deemed to be the last day of the then current Interest Period of such LIBOR Loans, and interest upon the LIBOR Loans of such Lender thereafter shall accrue interest at the rate then applicable to such LIBOR Base Rate Loan. If the Administrative Agent does not receive timely notice of the Interest Period elected by the Administrative BorrowerLoans, the Administrative and (z) Borrower shall not be deemed entitled to have elected elect the LIBOR Option until such Lender determines that it would no longer be unlawful or impractical to convert such LIBOR Rate Loan to a Reference Rate Loan, subject to Section 2.07(c) herein belowdo so. (cF) The Anything to the contrary contained herein notwithstanding, neither Administrative Borrower may, Agent nor any Lender is required actually to acquire eurodollar deposits to fund or otherwise match fund any Obligation as to which interest accrues based on the last Business Day of the then current Interest Period applicable to any outstanding LIBOR Rate Loan made to the Borrowers, or on any Business Day with respect to Revolving Loans or any portion of the Term Loan that are Reference Rate Loans, convert any such loan into a loan of another type (i.e., a Reference Rate Loan or a LIBOR Rate Loan) in the same aggregate principal amount, provided that any conversion of a LIBOR Rate Loan made to the Borrowers not made on the last Business Day of the then current Interest Period applicable to such LIBOR Rate Loan shall be subject to Section 2Rate.

Libor Option. (a) In lieu The Borrowers may, at any time and from time to time, so long as no Default or Event of having interest charged at the rate based upon the Reference RateDefault has occurred and is continuing, the Borrowers shall have the option (the “LIBOR Option”) elect to have interest on all or a portion of the Loans be charged at a rate of interest based upon the LIBOR Rate. Each Rate (the "LIBOR Option") by notifying the Administrative Agent in writing prior to 11:00 a.m. (New York City time) at least 3 Business Days prior to (i) the commencement of the proposed Interest Period or (ii) in the case of the conversion of a LIBOR Rate Loan made to Borrowers shall commence on the date such LIBOR into a Reference Rate Loan is made and shall end on such date as the Borrower may elect as set forth in subsection 2.02(a) above; provided that no Interest Period shall end after the last day of the Final Maturity Date; providedLoan, further, from and after the Amendment No. 1 Effective Date, notwithstanding anything in this Agreement to the contrary, all Revolving Loans shall have interest charged based upon the LIBOR Rate. (b) The Administrative Borrower shall elect the initial Interest Period applicable to a LIBOR Rate Loan made to the Borrowers by its Notice of Borrowing given to the Administrative Agent pursuant to Section 2.02(a) or by its notice of conversion given to the Administrative Agent pursuant to Section 2.07(c), as the case may be. The Administrative Borrower shall elect the duration of each succeeding Interest Period by giving irrevocable written notice to the Administrative Agent of such duration not later than 11:00 a.m. (New York time) on the day which is not less than three (3) Business Days prior to the last day of the then current Interest Period (the "LIBOR Deadline"). Notice of the Borrowers' election of the LIBOR Option for a permitted portion of the Loans and an Interest Period pursuant to this Section 2.07(a) shall be made by delivery to the Administrative Agent of a LIBOR Notice in the form attached hereto as Exhibit C received by the Administrative Agent before the LIBOR Deadline. Promptly upon its receipt of each such LIBOR Notice, the Administrative Agent shall provide a copy thereof to each of the Lenders. Each LIBOR Notice shall be irrevocable and binding on the Borrowers. (b) Interest on LIBOR Rate Loans shall be payable in accordance with Section 2.04(c). On the last day of each applicable Interest Period, unless the Borrowers properly have exercised the LIBOR Option with respect thereto, the interest rate applicable to such LIBOR Rate LoanLoans automatically shall convert to the rate of interest then applicable to Reference Rate Loans of the same type hereunder. If At any time that a Default or an Event of Default has occurred and is continuing, the Borrowers no longer shall have the option to request that any portion of the Loans bear interest at the LIBOR Rate and the Administrative Agent does not receive timely notice shall have the right to convert the interest rate on all outstanding LIBOR Rate Loans to the rate of interest then applicable to Reference Rate Loans of the Interest Period elected by the Administrative Borrower, the Administrative Borrower shall be deemed to have elected to convert such LIBOR Rate Loan to a Reference Rate Loan, subject to Section 2.07(c) herein belowsame type hereunder. (c) Notwithstanding anything to the contrary contained in this Agreement, the Borrowers (i) shall have not more than six (6) LIBOR Rate Loans in effect at any given time, and (ii) only may exercise the LIBOR Option for LIBOR Rate Loans of at least $500,000 and integral multiples of $100,000 in excess thereof. (d) The Administrative Borrower mayBorrowers may prepay LIBOR Rate Loans at any time; provided, however, that in the event that LIBOR Rate Loans are prepaid on any date that is not the last Business Day day of the then current Interest Period applicable thereto, including as a result of any mandatory prepayment pursuant to Section 2.05(c) or any outstanding LIBOR Rate Loan made to the Borrowersapplication of payments or proceeds of Collateral in accordance with Section 4.03, or on for any Business Day with respect to Revolving Loans other reason, including early termination of the term of this Agreement or acceleration of all or any portion of the Term Loan that are Reference Obligations pursuant to the terms hereof, the Borrowers shall indemnify, defend, and hold the Agents and the Lenders and their participants harmless against any and all Funding Losses in accordance with Section 2.08. (e) Anything to the contrary contained herein notwithstanding, neither any Agent nor any Lender, nor any of their participants, is required actually to acquire Eurodollar deposits to fund or otherwise match fund any Obligation as to which interest accrues at the LIBOR Rate. The provisions of this Article II shall apply as if each Lender or its participants had match funded any Obligation as to which interest is accruing at the LIBOR Rate by acquiring Eurodollar deposits for each Interest Period in the amount of the LIBOR Rate Loans, convert any such loan into a loan of another type (i.e., a Reference Rate Loan or a LIBOR Rate Loan) in the same aggregate principal amount, provided that any conversion of a LIBOR Rate Loan made to the Borrowers not made on the last Business Day of the then current Interest Period applicable to such LIBOR Rate Loan shall be subject to Section 2.

Libor Option. (a) In lieu of having interest charged at the rate based upon the Reference Rate, the Borrowers Borrower shall have the option (the “"LIBOR Option”") to have interest on all or a portion of the Loans be charged at a rate of interest based upon the LIBOR Rate. Each Interest Period of a on LIBOR Rate Loan made Loans shall be payable in accordance with Section 2.04(d). On the last day of each applicable Interest Period, unless the Borrower properly has exercised the LIBOR Option with respect thereto pursuant to Borrowers shall commence on Section 2.09(b), the date interest rate applicable to such LIBOR Rate Loan automatically shall convert to the rate of interest then applicable to Reference Rate Loans of the same type hereunder. At any time that an Event of Default has occurred and is made and shall end on such date as continuing, the Borrower may elect as set forth in subsection 2.02(a) above; provided that no Interest Period shall end after the last day of the Final Maturity Date; provided, further, from and after the Amendment No. 1 Effective Date, notwithstanding anything in this Agreement to the contrary, all Revolving Loans longer shall have the option to request that Loans bear interest charged based upon at the LIBOR Rate. (bi) The Administrative Borrower shall may, at any time and from time to time, so long as no Event of Default has occurred and is continuing, elect to exercise the initial Interest Period applicable to a LIBOR Rate Loan made to the Borrowers Option by its Notice of Borrowing given to the notifying Administrative Agent pursuant prior to Section 2.02(a) or by its notice of conversion given to the Administrative Agent pursuant to Section 2.07(c), as the case may be. The Administrative Borrower shall elect the duration of each succeeding Interest Period by giving irrevocable written notice to the Administrative Agent of such duration not later than 11:00 a.m. (New York time) on the day which is not less than three (3) at least 3 Business Days prior to the commencement of the proposed Interest Period (the "LIBOR Deadline"). Notice of the Borrower's election of the LIBOR Option for a permitted portion of the Loans and an Interest Period pursuant to this Section shall be made by delivery to the Administrative Agent of a LIBOR Notice received by the Administrative Agent before the LIBOR Deadline, or by telephonic notice received by the Administrative Agent before the LIBOR Deadline (to be confirmed by delivery to the Administrative Agent of a LIBOR Notice received by Administrative Agent prior to 5:00 p.m. (New York time) on the same day). Promptly upon its receipt of each such LIBOR Notice (but in any event on the same day as the Administrative Agent receives such LIBOR Notice), the Administrative Agent shall provide a copy thereof to each of the Lenders having a Revolving Credit Commitment. (ii) Each LIBOR Notice shall be irrevocable and binding on the Borrower. In connection with each LIBOR Rate Loan, the Borrower shall indemnify, defend, and hold the Agents and the Lenders harmless against any loss, cost, or expense incurred by any Agent or any Lender as a result of (A) the payment of any principal of any LIBOR Rate Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (B) the conversion of any LIBOR Rate Loan other than on the last day of the Interest Period applicable thereto, or (C) the failure to borrow, convert, continue or prepay any LIBOR Rate Loan on the date specified in any LIBOR Notice delivered pursuant hereto (such losses, costs, and expenses, collectively, "Funding Losses"). Funding Losses shall, with respect to any Agent or any Lender, be deemed to equal the amount determined by such Agent or such Lender to be the excess, if any, of (1) the amount of interest that would have accrued on the principal amount of such LIBOR Rate Loan had such event not occurred, at the LIBOR Rate that would have been applicable thereto, for the period from the date of such event to the last day of the then current Interest Period applicable therefor (or, in the case of a failure to such LIBOR Rate Loan. If borrow, convert or continue, for the Administrative Agent does not receive timely notice of period that would have been the Interest Period elected by therefor), minus (2) the Administrative Borroweramount of interest that would accrue on such principal amount for such period at the interest rate which such Agent or such Lender would be offered were it to be offered, at the Administrative commencement of such period, Dollar deposits of a comparable amount and period in the London interbank market. A certificate of an Agent or a Lender delivered to the Borrower setting forth any amount or amounts that such Agent or such Lender is entitled to receive pursuant to this Section 2.09 shall be conclusive absent manifest error. (iii) The Borrower shall be deemed to have elected to convert such not more than five (5) LIBOR Rate Loan to a Reference Loans in effect at any given time. The Borrower only may exercise the LIBOR Option for LIBOR Rate Loan, subject to Section 2.07(c) herein belowLoans of at least $500,000 and integral multiples of $100,000 in excess thereof. (c) The Administrative Borrower maymay prepay LIBOR Rate Loans at any time; provided, however, that in the event that LIBOR Rate Loans are prepaid on any date that is not the last Business Day day of the then current Interest Period applicable to thereto, including as a result of any outstanding LIBOR Rate Loan made to automatic prepayment through the Borrowersrequired application by the Administrative Agent of proceeds of Collateral in accordance with Section 3.04 or for any other reason, including early termination of the term of this Agreement or on any Business Day with respect to Revolving Loans acceleration of all or any portion of the Term Loan Obligations pursuant to the terms hereof, the Borrower shall indemnify, defend, and hold the Agents and the Lenders and their participants harmless against any and all Funding Losses in accordance with clause (b) above. (i) The LIBOR Rate shall be adjusted by the Administrative Agent with respect to any Lender on a prospective basis to take into account any additional or increased costs to such Lender of maintaining or obtaining any eurodollar deposits or increased costs due to changes in applicable law occurring subsequent to the commencement of the then applicable Interest Period, including changes in tax laws (except changes of general applicability in corporate income tax laws) and changes in the reserve requirements imposed by the Board, excluding the Reserve Percentage, which additional or increased costs would increase the cost of funding loans bearing interest at the LIBOR Rate. In any such event, the affected Lender shall give the Borrower and the Administrative Agent notice of such a determination and adjustment and the Administrative Agent promptly shall transmit the notice to each other Lender and, upon its receipt of the notice from the affected Lender, the Borrower may, by notice to such affected Lender (A) require such Lender to furnish to the Borrower a statement setting forth the basis for adjusting such LIBOR Rate and the method for determining the amount of such adjustment, or (B) repay the LIBOR Rate Loans with respect to which such adjustment is made (together with any amounts due under clause (b)(ii) above). (ii) In the event that any change in market conditions or any law, regulation, treaty, or directive, or any change therein or in the interpretation of application thereof, shall at any time after the date hereof, in the reasonable opinion of any Lender, make it unlawful or impractical for such Lender to rand or maintain LIBOR Rate Loans or to continue such funding or maintaining, or to determine or charge interest rates at the LIBOR Rate, such Lender shall give notice of such changed circumstances to the Administrative Agent and the Borrower and the Administrative Agent promptly shall transmit the notice to each other Lender and (A) in the case of any LIBOR Rate Loans of such Lender that are outstanding, the date specified in such Lender's notice shall be deemed to be the last day of the Interest Period of such LIBOR Rate Loans, and interest upon the LIBOR Rate Loans of such Lender thereafter shall accrue interest at the rate then applicable to Loans that are Reference Rate Loans, convert and (B) the Borrower shall not be entitled to elect the LIBOR Option until such Lender determines that it would no longer be unlawful or impractical to do so. (e) Anything to the contrary contained herein notwithstanding, neither any such loan into a loan Agent, nor any Lender, nor any of another type (i.e.their participants, a Reference Rate Loan is required actually to acquire eurodollar deposits to fund or a otherwise match fund any Obligation as to which interest accrues at the LIBOR Rate. The provisions of this Section shall apply as if each Lender or its participants had match funded any Obligation as to which interest is accruing at the LIBOR Rate Loan) by acquiring eurodollar deposits for each Interest Period in the same aggregate principal amount, provided that any conversion amount of a the LIBOR Rate Loan made to the Borrowers not made on the last Business Day of the then current Interest Period applicable to such LIBOR Rate Loan shall be subject to Section 2Loans.

Libor Option. (a) In lieu of having interest charged at the rate based upon the Reference Prime Rate, the Borrowers shall have the option (the “LIBOR Option”) to have interest on all or a portion of the Loans be charged at a rate of interest based upon the Adjusted LIBOR Rate. Each Interest Period of a on LIBOR Rate Loan made Loans shall be payable in accordance with Section 2.5(b). On the last day of each applicable Interest Period, unless Borrowers properly have exercised the LIBOR Option with respect thereto pursuant to Borrowers shall commence on Section 2.7(b), the date interest rate applicable to such LIBOR Rate Loan is made and automatically shall end on such date as convert to the Borrower may elect as set forth in subsection 2.02(a) above; provided that no Interest Period shall end after the last day rate of interest then applicable to Prime Rate Loans of the Final Maturity Date; providedsame type hereunder. At any time that an Event of Default has occurred and is continuing, further, from and after the Amendment No. 1 Effective Date, notwithstanding anything in this Agreement to the contrary, all Revolving Loans Borrowers no longer shall have the option to request that Loans bear interest charged based upon at the Adjusted LIBOR Rate. (bi) The Administrative Borrower shall Borrowers may, at any time and from time to time, so long as no Event of Default has occurred and is continuing, elect to exercise the initial LIBOR Option by notifying Agent prior to 11:00 a.m. (New York time) at least 3 Business Days prior to the commencement of the proposed Interest Period applicable (the “LIBOR Deadline”). Notice of Borrowers’ election of the LIBOR Option for a permitted portion of the Loans and an Interest Period pursuant to this Section shall be made by delivery to Agent of a LIBOR Notice from Borrower Funds Administrator received by Agent before the LIBOR Deadline, or by telephonic notice from Borrower Funds Administrator received by Agent before the LIBOR Deadline (to be confirmed by delivery to Agent of a LIBOR Notice received by Agent prior to 5:00 p.m. (New York time) on the same day). Promptly upon its receipt of each such LIBOR Notice (but in any event within one Business Day after Agent receives such LIBOR Notice), Agent shall provide a copy thereof to each of the Revolving Lenders (with respect to a LIBOR Rate Notice relating to a Revolving Loan) and the Term Loan made A Lenders (with respect to the Borrowers by its a LIBOR Notice of Borrowing given relating to the Administrative Agent pursuant to Section 2.02(a) or by its notice of conversion given to the Administrative Agent pursuant to Section 2.07(ca Term Loan A), as the case may be. The Administrative Borrower . (ii) Each LIBOR Notice shall elect be irrevocable and binding on Borrowers and shall (i) specify the duration proposed date of each succeeding borrowing, conversion or continuation of the requested Advance, which shall be a Business Day, (ii) specify the principal amount of the requested Advance to be borrowed, converted or continued (which shall be in an aggregate minimum principal amount of $500,000 and integral multiples of $100,000 in excess thereof or with respect to Term Loan A, may be in the entire outstanding principal amount of Term Loan A), (iii) specify the initial Interest Period with respect thereto, and (iv) certify the matters contained in Section 4.2. If Borrower Funds Administrator requests a borrowing, conversion to or continuation of LIBOR Rate Loans in any such LIBOR Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. In connection with each LIBOR Rate Loan, Borrowers shall indemnify, defend, and hold Agent, Documentation Agent and Lenders harmless against any loss, cost, or expense incurred by giving irrevocable written notice to Agent, Documentation Agent or any Lender as a result of (1) the Administrative Agent payment of such duration not later any principal of any LIBOR Rate Loan other than 11:00 a.m. (New York time) on the last day which is not less of an Interest Period applicable thereto (including as a result of an Event of Default, acceleration of all or any portion of the Obligations, or otherwise) (2) the conversion of any LIBOR Rate Loan other than three on the last day of the Interest Period applicable thereto, or (3) Business Days prior the failure to borrow, convert, continue or prepay any LIBOR Rate Loan on the date specified in any LIBOR Notice delivered pursuant hereto (such losses, costs, and expenses, collectively, “Funding Losses”). Funding Losses shall, with respect to Agent or any Lender, be deemed to equal the amount determined by Agent, Documentation Agent or such Lender to be the excess, if any, of (1) the amount of interest that would have accrued on the principal amount of such LIBOR Rate Loan had such event not occurred, at the LIBOR Rate that would have been applicable thereto, for the period from the date of such event to the last day of the then current Interest Period applicable therefor (or, in the case of a failure to such LIBOR Rate Loan. If borrow, convert or continue, for the Administrative Agent does not receive timely notice of period that would have been the Interest Period elected by therefor), minus (2) the Administrative Borroweramount of interest that would accrue on such principal amount for such period at the interest rate which Agent, Documentation Agent or such Lender would be offered were it to be offered, at the Administrative Borrower commencement of such period, Dollar deposits of a comparable amount and period in the London interbank market. A certificate of Agent, Documentation Agent or a Lender delivered to Borrowers setting forth any amount or amounts that Agent, Documentation Agent or such Lender is entitled to receive pursuant to this Section 2.7 shall be deemed to conclusive absent manifest error. (iii) Borrowers shall have elected to convert such not more than five (5) LIBOR Rate Loan to a Reference Rate Loan, subject to Section 2.07(c) herein belowLoans in effect at any given time. (c) The Administrative Borrower mayBorrowers may prepay LIBOR Rate Loans at any time; provided, however, that in the event that LIBOR Rate Loans are prepaid on any date that is not the last Business Day day of the then current Interest Period applicable to thereto, including as a result of any outstanding LIBOR Rate Loan made to automatic prepayment through the Borrowersrequired application by Agent of proceeds of Collateral in accordance with Section 9.2 or for any other reason, including early termination of the term of this Agreement or on any Business Day with respect to Revolving Loans acceleration of all or any portion of the Term Loan Obligations pursuant to the terms hereof, Borrowers shall indemnify, defend, and hold Agent, Documentation Agent and Lenders and their participants harmless against any and all Funding Losses in accordance with clause (b) above. (i) The LIBOR Rate shall be adjusted by Agent with respect to any Lender on a prospective basis to take into account any additional or increased costs to such Lender of maintaining or obtaining any eurodollar deposits or increased costs due to changes in applicable law occurring subsequent to the commencement of the then applicable Interest Period, including changes in tax laws (except changes of general applicability in corporate income or withholding tax laws) and changes in the reserve requirements imposed by the Board of Governors of the Federal Reserve System of the United States, excluding the Reserve Percentage, which additional or increased costs would increase the cost of funding loans bearing interest at the LIBOR Rate. In any such event, the affected Lender shall give Borrowers and Agent notice of such a determination and adjustment and Agent promptly shall transmit the notice to each other Lender and, upon its receipt of the notice from the affected Lender, Borrowers may, by notice to such affected Lender (1) require such Lender to furnish to Borrowers a statement setting forth the basis for adjusting such LIBOR Rate and the method for determining the amount of such adjustment, or (2) repay the LIBOR Rate Loans with respect to which such adjustment is made (together with any amounts due under clause (b)(ii) above). (ii) In the event that any change in market conditions or any law, regulation, treaty, or directive, or any change therein or in the interpretation of application thereof, shall at any time after the date hereof, in the reasonable opinion of any Lender, make it unlawful or impractical for such Lender to fund or maintain LIBOR Rate Loans or to continue such funding or maintaining, or to determine or charge interest rates at the LIBOR Rate, such Lender shall give notice of such changed circumstances to Agent and Borrowers and Agent promptly shall transmit the notice to each other Lender and (1) in the case of any LIBOR Rate Loans of such Lender that are Reference outstanding, the date specified in such Lender’s notice shall be deemed to be the last day of the Interest Period of such LIBOR Rate Loans, convert any such loan into a loan of another type (i.e., a Reference Rate Loan or a and interest upon the LIBOR Rate LoanLoans of such Lender thereafter shall accrue interest at the rate then applicable to Loans that are Prime Rate Loans, and (2) Borrowers shall not be entitled to elect the LIBOR Option until such Lender determines that it would no longer be unlawful or impractical to do so. (e) Anything to the contrary contained herein notwithstanding, none of Agent, Documentation Agent or any Lender, or any of their participants, is required actually to acquire eurodollar deposits to fund or otherwise match fund any Obligation as to which interest accrues at the LIBOR Rate. The provisions of this Section shall apply as if each Lender or its participants had match funded any Obligation as to which interest is accruing at the LIBOR Rate by acquiring eurodollar deposits for each Interest Period in the same aggregate principal amount, provided that any conversion amount of a the LIBOR Rate Loan made to the Borrowers not made on the last Business Day of the then current Interest Period applicable to such LIBOR Rate Loan shall be subject to Section 2Loans.

Libor Option. (a) In lieu of having interest charged at the rate based upon the Reference Rate, the Borrowers Borrower shall have the option (the “"LIBOR Option”") to have interest on all or a portion of the Loans be charged at a rate of interest based upon the LIBOR Rate. Each Interest Period of a LIBOR Rate Loan made to Borrowers the Borrower shall commence on the date such LIBOR Rate Loan is made and shall end on such date as the Borrower may elect as set forth in subsection 2.02(a) above; provided that no Interest Period shall end after the last day of the Final Maturity Date; provided, further, from and after the Amendment No. 1 Effective Date, notwithstanding anything in this Agreement to the contrary, all Revolving Loans shall have interest charged based upon the LIBOR Rate. (b) The Administrative Borrower shall elect the initial Interest Period applicable to a LIBOR Rate Loan made to the Borrowers Borrower by its Notice of Borrowing given to the Administrative Agent pursuant to Section 2.02(a) or by its notice of conversion given to the Administrative Agent pursuant to Section 2.07(c), as the case may be. The Administrative Borrower shall elect the duration of each succeeding Interest Period by giving irrevocable written notice to the Administrative Agent of such duration not later than 11:00 a.m. (New York City time) on the day which is not less than three (3) Business Days prior to the last day of the then current Interest Period applicable to such LIBOR Rate LoanLoan (or such shorter period of time as may be agreed to by the Administrative Agent in its sole discretion). If the Administrative Agent does not receive timely notice of the Interest Period elected by the Administrative Borrower, the Administrative Borrower shall be deemed to have elected to convert such LIBOR Rate Loan to a Reference Rate Loan, subject to Section 2.07(c) herein below. (c) The Administrative Borrower may, on the last Business Day of the then current Interest Period applicable to any outstanding LIBOR Rate Loan made to the BorrowersBorrower, or on any Business Day with respect to Revolving Loans or any portion of the Term Loan that are Reference Rate Loans, convert any such loan into a loan of another type (i.e., a Reference Rate Loan or a LIBOR Rate Loan) in the same aggregate principal amount, provided that any conversion of a LIBOR Rate Loan made to the Borrowers Borrower not made on the last Business Day of the then current Interest Period applicable to such LIBOR Rate Loan shall be subject to Section 22.07(e). If the Borrower desires to convert a Loan, the Borrower shall give the Administrative Agent a Notice of Borrowing by no later than 11:00 a.m. (New York City time) (i) on the day which is three (3) Business Days' (or such shorter period of time as may be agreed to by the Administrative Agent in its sole discretion) prior to the date on which such conversion is to occur with respect to a conversion from a Reference Rate Loan to a LIBOR Rate Loan, or (ii) on the day which is one (1) Business Day (or such shorter period of time as may be agreed to by the Administrative Agent in its sole discretion) prior to the date on which such conversion is to occur with respect to a conversion from a LIBOR Rate Loan to a Reference Rate Loan, specifying, in each case, the date of such conversion, the Loans to be converted and if the conversion is from a Reference Rate Loan to a LIBOR Rate Loan, the duration of the first Interest Period therefor. (d) Subject to Section 2.05(b), the Borrower may prepay the LIBOR Rate Loans in whole at any time or in part from time to time, together with accrued interest on the principal being prepaid to the date of such repayment in the case of any LIBOR Rate Loan made to the Borrower, and the Borrower shall specify the date of prepayment of Loans which are LIBOR Rate Loans, the Loan to which such prepayment is to be applied and the amount of such prepayment. In the event that any prepayment of a LIBOR Rate Loan is required or permitted on a date other than the last Business Day of the then-current Interest Period with respect thereto, the Borrower shall indemnify the Agents and Lenders therefor in accordance with Section 2.07(e) hereof. (e) In connection with each LIBOR Rate Loan, the Borrower shall indemnify, defend, and hold the Agents and the Lenders harmless against any loss, cost, or expense incurred by any Agent or any Lender as a result of (a) the payment of any principal of any LIBOR Rate Loan other than on the last day of an Interest Period applicable thereto (including as a result of a Default or an Event of Default or any mandatory prepayment required pursuant to Section 2.05(c)), (b) the conversion of any LIBOR Rate Loan other than on the last day of the Interest Period applicable thereto (including as a result of a Default or an Event of Default), or

Libor Option. (ai) In lieu of having interest charged at Upon the rate based upon the Reference Rate, the Borrowers conditions that: (1) Agent shall have the option (the “LIBOR Option”) to have interest on all or a portion of the Loans be charged at a rate of interest based upon the LIBOR Rate. Each Interest Period of received a LIBOR Rate Loan made Request from Borrower at least 3 Business Days prior to Borrowers shall commence on the date such LIBOR Rate Loan is made and shall end on such date as the Borrower may elect as set forth in subsection 2.02(a) above; provided that no Interest Period shall end after the last first day of the Final Maturity Date; providedLIBOR Period requested, further, from and after the Amendment No. 1 Effective Date, notwithstanding anything in this Agreement to the contrary, all Revolving Loans (2) there shall have occurred no change in applicable law which would make it unlawful for any Lender to obtain deposits of U.S. dollars in the London interbank foreign currency deposits market, (3) as of the date of the LIBOR Request and the first day of the LIBOR Period, there shall exist no Event of Default, (4) Agent is able to determine the LIBOR Rate in respect of the requested LIBOR Period or each Lender is able to obtain deposits of U.S. dollars in the London interbank foreign currency deposits market in the applicable amounts and for the requested LIBOR Period, and (5) as of the first date of the LIBOR Period, there are no more than five outstanding LIBOR Portions including the LIBOR Portion being requested; then interest charged on the LIBOR Portion requested during the LIBOR Period requested will be based upon on the applicable LIBOR Rate. (bii) The Administrative Each LIBOR Request shall be irrevocable and binding on Borrower. Borrower shall elect indemnify Lenders for any loss, penalty or expense incurred by Lenders due to failure on the initial Interest Period part of Borrower to fulfill, on or before the date specified in any LIBOR Request, the applicable to a LIBOR Rate Loan made conditions set forth in this Agreement or due to the Borrowers by its Notice prepayment of Borrowing given to the Administrative Agent pursuant to Section 2.02(a) or by its notice of conversion given to the Administrative Agent pursuant to Section 2.07(c), as the case may be. The Administrative Borrower shall elect the duration of each succeeding Interest Period by giving irrevocable written notice to the Administrative Agent of such duration not later than 11:00 a.m. (New York time) on the day which is not less than three (3) Business Days applicable LIBOR Portion prior to the last day of the then current Interest Period applicable LIBOR Period, including, without limitation, any loss (excluding loss of anticipated profits) or expense incurred by reason of the liquidation or redeployment of deposits or other funds acquired by Lenders to fund or maintain the requested LIBOR Portion. (iii) If any Legal Requirement shall (1) make it unlawful for any Lender to fund through the purchase of U.S. dollar deposits any LIBOR Portion or otherwise give effect to its obligations as contemplated under this Section 2.3, or (2) shall impose on any Lender any costs based on or measured by the excess above a specified level of the amount of a category of deposits or other liabilities of such Lender which includes deposits by reference to which the LIBOR Rate is determined as provided herein or a category of extensions of credit or other assets of such Lender which includes any LIBOR Portion or (3) shall impose on such Lender any restrictions (not already taken into account under statutory reserves) on the amount of such a category of liabilities or assets which such Lender may hold, then, in each such case, Agent may, by notice thereof to Borrower, terminate the LIBOR Option. Any LIBOR Portion subject thereto shall immediately bear interest thereafter at the rate and in the manner provided for Base Rate Portions pursuant to Section 2.1.1. Borrowers shall indemnify any such Lender against any loss, penalty or expense incurred by such Lender due to liquidation or redeployment of deposits or other funds acquired such Lender to fund or maintain any LIBOR Portion that is terminated under this paragraph. (iv) Each Lender shall receive payments of amounts of principal of and interest with respect to the LIBOR Portions free and clear of, and without deduction for, any Taxes. If (1) any Lender shall be subject to any Tax in respect of any LIBOR Portion or any part thereof or (2) Borrower shall be required to withhold or deduct any Tax from any such amount, the LIBOR Rate applicable to such LIBOR Rate LoanPortion shall be adjusted by Agent to reflect all additional costs incurred by such Lender in connection with the payment by such Lender or the withholding by Borrower of such Tax and such Borrower shall provide Agent with a statement detailing the amount of any such Tax actually paid by Borrower. Determination by Agent of the amount of such costs shall, in the absence of manifest error, be conclusive. If after any such adjustment any part of any Tax paid by any such Lender is subsequently recovered by such Lender, such Lender shall reimburse Borrower to the Administrative Agent does not receive timely notice extent of the Interest Period elected by amount so recovered. A certificate of an officer of the Administrative Borrowereffected Lender setting forth the amount of such recovery and the basis therefor shall, in the Administrative Borrower shall absence of manifest error, be deemed to have elected to convert such LIBOR Rate Loan to a Reference Rate Loan, subject to Section 2.07(c) herein belowconclusive. (cv) The Administrative Each Lender agrees to take such actions as may be commercially reasonable to mitigate the adverse effects to Borrower may, on the last Business Day as provided in clauses (iii) and (iv) of the then current Interest Period applicable Section 2.3 above or Section 2.10 below; provided that no Lender shall be required to incur any costs or expense in respect to any outstanding LIBOR Rate Loan made to the Borrowers, or on any Business Day with respect to Revolving Loans or any portion of the Term Loan that are Reference Rate Loans, convert any such loan into a loan of another type (i.e., a Reference Rate Loan or a LIBOR Rate Loan) in the same aggregate principal amount, provided that any conversion of a LIBOR Rate Loan made to the Borrowers not made on the last Business Day of the then current Interest Period applicable to such LIBOR Rate Loan shall be subject to Section 2mitigation.

Libor Option. (a) In lieu The Borrowers may, at any time and from time to time, so long as no Default or Event of having interest charged at the rate based upon the Reference RateDefault has occurred and is continuing, the Borrowers shall have the option (the “LIBOR Option”) elect to have interest on all or a portion of the Loans be charged at a rate of interest based upon the LIBOR Rate. Each Rate (the "LIBOR Option") by notifying the Administrative Agent prior to 11:00 a.m. (New York City time) at least 3 Business Days prior to (i) the proposed borrowing date of a Loan (as provided in Section 2.02), (ii) in the case of the conversion of a Reference Rate Loan to a LIBOR Rate Loan, the commencement of the proposed Interest Period or (iii) in the case of the continuation of a LIBOR Rate Loan made to Borrowers shall commence on the date such as a LIBOR Rate Loan is made and shall end on such date as the Borrower may elect as set forth in subsection 2.02(a) above; provided that no Interest Period shall end after Loan, the last day of the Final Maturity Date; provided, further, from then current Interest Period (the "LIBOR Deadline"). Notice of the Borrowers' election of the LIBOR Option for a permitted portion of the Loans and after the Amendment No. 1 Effective Date, notwithstanding anything in an Interest Period pursuant to this Agreement Section 2.07(a) shall be made by delivery to the contrary, all Revolving Loans shall have interest charged based upon Administrative Agent of (A) a Notice of Borrowing (in the case of the initial making of a Loan) in accordance with Section 2.02 or (B) a LIBOR Notice prior to the LIBOR RateDeadline (or by telephonic notice received by the Administrative Agent before the LIBOR Deadline (to be confirmed by delivery to the Administrative Agent of a LIBOR Notice received by the Administrative Agent prior to 5:00 p.m. (New York City time) on the same day)). Promptly upon its receipt of each such LIBOR Notice, the Administrative Agent shall provide a copy thereof to each of the Lenders. Each LIBOR Notice shall be irrevocable and binding on the Borrowers. (b) The Administrative Borrower Interest on LIBOR Rate Loans shall elect be payable in accordance with Section 2.04(d). On the initial last day of each applicable Interest Period Period, unless the Borrowers properly have exercised the LIBOR Option with respect thereto, the interest rate applicable to a such LIBOR Rate Loan made Loans automatically shall convert to the rate of interest then applicable to Reference Rate Loans of the same type hereunder. At any time that a Default or an Event of Default has occurred and is continuing, the Borrowers by its Notice no longer shall have the option to request that any portion of Borrowing given to the Loans bear interest at the LIBOR Rate and the Administrative Agent pursuant shall have the right to Section 2.02(a) or by its notice of conversion given convert the interest rate on all outstanding LIBOR Rate Loans to the Administrative Agent pursuant rate of interest then applicable to Section 2.07(c), as Reference Rate Loans of the case may be. The Administrative Borrower shall elect the duration of each succeeding Interest Period by giving irrevocable written notice to the Administrative Agent of such duration not later than 11:00 a.m. (New York time) on the day which is not less than three (3) Business Days same type hereunder prior to the last day of the then current Interest Period applicable to such LIBOR Rate Loan. If the Administrative Agent does not receive timely notice of the Interest Period elected by the Administrative Borrower, the Administrative Borrower shall be deemed to have elected to convert such LIBOR Rate Loan to a Reference Rate Loan, subject to Section 2.07(c) herein belowPeriod. (c) Notwithstanding anything to the contrary contained in this Agreement, the Borrowers (i) shall have not more than 5 LIBOR Rate Loans in effect at any given time, and (ii) only may exercise the LIBOR Option for LIBOR Rate Loans of at least $500,000 and integral multiples of $100,000 in excess thereof. (d) The Administrative Borrower mayBorrowers may prepay LIBOR Rate Loans at any time; provided, however, that in the event that LIBOR Rate Loans are prepaid on any date that is not the last Business Day day of the then current Interest Period applicable thereto, including as a result of any mandatory prepayment pursuant to Section 2.05(c) or any outstanding LIBOR Rate Loan made to application of payments or proceeds of Collateral in accordance with Section 4.03 or Section 4.04 or for any other reason, including early termination of the Borrowers, term of this Agreement or on any Business Day with respect to Revolving Loans acceleration of all or any portion of the Term Loan that are Reference Obligations pursuant to the terms hereof, the Borrowers shall indemnify, defend, and hold the Agents and the Lenders and their participants harmless against any and all Funding Losses in accordance with Section 2.08. (e) Anything to the contrary contained herein notwithstanding, neither any Agent nor any Lender, nor any of their participants, is required actually to acquire eurodollar deposits to fund or otherwise match fund any Obligation as to which interest accrues at the LIBOR Rate. The provisions of this Article II shall apply as if each Lender or its participants had match funded any Obligation as to which interest is accruing at the LIBOR Rate by acquiring eurodollar deposits for each Interest Period in the amount of the LIBOR Rate Loans, convert any such loan into a loan of another type (i.e., a Reference Rate Loan or a LIBOR Rate Loan) in the same aggregate principal amount, provided that any conversion of a LIBOR Rate Loan made to the Borrowers not made on the last Business Day of the then current Interest Period applicable to such LIBOR Rate Loan shall be subject to Section 2.

Libor Option. (a) In lieu The Borrowers may, at any time and from time to time, so long as no Default or Event of having interest charged at the rate based upon the Reference RateDefault has occurred and is continuing, the Borrowers shall have the option (the “LIBOR Option”) elect to have interest on all or a portion of the Loans be charged at a rate of interest based upon the LIBOR Rate. Each Rate (the “LIBOR Option”) by notifying the Administrative Agent prior to 11:00 a.m. (New York City time) at least 3 Business Days prior to (i) the proposed borrowing date of a Loan (as provided in Section 2.02), (ii) in the case of the conversion of a Reference Rate Loan to a LIBOR Rate Loan, the commencement of the proposed Interest Period or (iii) in the case of the continuation of a LIBOR Rate Loan made to Borrowers shall commence on the date such as a LIBOR Rate Loan is made and shall end on such date as the Borrower may elect as set forth in subsection 2.02(a) above; provided that no Interest Period shall end after Loan, the last day of the Final Maturity Date; provided, further, from then current Interest Period (the “LIBOR Deadline”). Notice of the Borrowers’ election of the LIBOR Option for a permitted portion of the Loans and after the Amendment No. 1 Effective Date, notwithstanding anything in an Interest Period pursuant to this Agreement Section 2.07(a) shall be made by delivery to the contrary, all Revolving Loans shall have interest charged based upon Administrative Agent of (A) a Notice of Borrowing (in the case of the initial making of a Loan) in accordance with Section 2.02 or (B) a LIBOR Notice prior to the LIBOR RateDeadline (or by telephonic notice received by the Administrative Agent before the LIBOR Deadline (to be confirmed by delivery to the Administrative Agent of a LIBOR Notice received by the Administrative Agent prior to 5:00 p.m. (New York City time) on the same day)). Promptly upon its receipt of each such LIBOR Notice, the Administrative Agent shall provide a copy thereof to each of the Lenders. Each LIBOR Notice shall be irrevocable and binding on the Borrowers. (b) The Administrative Borrower Interest on LIBOR Rate Loans shall elect be payable in accordance with Section 2.04(d). On the initial last day of each applicable Interest Period Period, unless the Borrowers properly have exercised the LIBOR Option with respect thereto, the interest rate applicable to a such LIBOR Rate Loan made Loans automatically shall convert to the rate of interest then applicable to Reference Rate Loans of the same type hereunder. At any time that a Default or an Event of Default has occurred and is continuing, the Borrowers by its Notice no longer shall have the option to request that any portion of Borrowing given to the Loans bear interest at the LIBOR Rate and the Administrative Agent pursuant shall have the right to Section 2.02(a) or by its notice of conversion given convert the interest rate on all outstanding LIBOR Rate Loans to the Administrative Agent pursuant rate of interest then applicable to Section 2.07(c), as Reference Rate Loans of the case may be. The Administrative Borrower shall elect the duration of each succeeding Interest Period by giving irrevocable written notice to the Administrative Agent of such duration not later than 11:00 a.m. (New York time) on the day which is not less than three (3) Business Days same type hereunder prior to the last day of the then current Interest Period applicable to such LIBOR Rate Loan. If the Administrative Agent does not receive timely notice of the Interest Period elected by the Administrative Borrower, the Administrative Borrower shall be deemed to have elected to convert such LIBOR Rate Loan to a Reference Rate Loan, subject to Section 2.07(c) herein belowPeriod. (c) Notwithstanding anything to the contrary contained in this Agreement, the Borrowers 1. shall have not more than 5 LIBOR Rate Loans in effect at any given time, and 2. only may exercise the LIBOR Option for LIBOR Rate Loans of at least $500,000 and integral multiples of $100,000 in excess thereof. (d) The Administrative Borrower mayBorrowers may prepay LIBOR Rate Loans at any time; provided, however, that in the event that LIBOR Rate Loans are prepaid on any date that is not the last Business Day day of the then current Interest Period applicable thereto, including as a result of any mandatory prepayment pursuant to Section 2.05(c) or any outstanding LIBOR Rate Loan made to application of payments or proceeds of Collateral in accordance with Section 4.03 or Section 4.04 or for any other reason, including early termination of the Borrowers, term of this Agreement or on any Business Day with respect to Revolving Loans acceleration of all or any portion of the Term Loan that are Reference Obligations pursuant to the terms hereof, the Borrowers shall indemnify, defend, and hold the Agents and the Lenders and their participants harmless against any and all Funding Losses in accordance with Section 2.08. (e) Anything to the contrary contained herein notwithstanding, neither any Agent nor any Lender, nor any of their participants, is required actually to acquire eurodollar deposits to fund or otherwise match fund any Obligation as to which interest accrues at the LIBOR Rate. The provisions of this Article II shall apply as if each Lender or its participants had match funded any Obligation as to which interest is accruing at the LIBOR Rate by acquiring eurodollar deposits for each Interest Period in the amount of the LIBOR Rate Loans, convert any such loan into a loan of another type (i.e., a Reference Rate Loan or a LIBOR Rate Loan) in the same aggregate principal amount, provided that any conversion of a LIBOR Rate Loan made to the Borrowers not made on the last Business Day of the then current Interest Period applicable to such LIBOR Rate Loan shall be subject to Section 2.

Libor Option. (a) In lieu The Borrowers may, at any time and from time to time, so long as no Default or Event of having interest charged at the rate based upon the Reference RateDefault has occurred and is continuing, the Borrowers shall have the option (the “LIBOR Option”) elect to have interest on all or a portion of the Loans be charged at a rate of interest based upon the LIBOR Rate. Each Rate (the “LIBOR Option”) by notifying the Administrative Agent and, in the case of Revolving Loans, the Revolving Loan Representative, prior to 11:00 a.m. (New York City time) at least 3 Business Days prior to (i) the proposed borrowing date of a Loan (as provided in Section 2.02), (ii) in the case of the conversion of a Reference Rate Loan to a LIBOR Rate Loan, the commencement of the proposed Interest Period or (iii) in the case of the continuation of a LIBOR Rate Loan made to Borrowers shall commence on the date such LIBOR Rate Loan is made and shall end on such date as the Borrower may elect as set forth in subsection 2.02(a) above; provided that no Interest Period shall end after the last day of the Final Maturity Date; provided, further, from and after the Amendment No. 1 Effective Date, notwithstanding anything in this Agreement to the contrary, all Revolving Loans shall have interest charged based upon the LIBOR Rate. (b) The Administrative Borrower shall elect the initial Interest Period applicable to a LIBOR Rate Loan made to the Borrowers by its Notice of Borrowing given to the Administrative Agent pursuant to Section 2.02(a) or by its notice of conversion given to the Administrative Agent pursuant to Section 2.07(c)Loan, as the case may be. The Administrative Borrower shall elect the duration of each succeeding Interest Period by giving irrevocable written notice to the Administrative Agent of such duration not later than 11:00 a.m. (New York time) on the day which is not less than three (3) Business Days prior to the last day of the then current Interest Period (the “LIBOR Deadline”). Notice of the Borrowers’ election of the LIBOR Option for a permitted portion of the Loans and an Interest Period pursuant to this Section 2.07(a) shall be made by delivery to the Administrative Agent and, in the case of Revolving Loans, the Revolving Loan Representative, of (A) a Notice of Borrowing (in the case of the initial making of a Loan) in accordance with Section 2.02 or (B) a LIBOR Notice prior to the LIBOR Deadline. Promptly upon its receipt of each such LIBOR Notice, the Administrative Agent shall provide a copy thereof to each of the Lenders. Each LIBOR Notice shall be irrevocable and binding on the Borrowers. (b) Interest on LIBOR Rate Loans shall be payable in accordance with Section 2.04(d). On the last day of each applicable Interest Period, unless the Borrowers properly have exercised the LIBOR Option with respect thereto, the interest rate applicable to such LIBOR Rate LoanLoans automatically shall convert to the rate of interest then applicable to Reference Rate Loans of the same type hereunder. If At any time that a Default or an Event of Default has occurred and is continuing, the Borrowers no longer shall have the option to request that any portion of the Loans bear interest at the LIBOR Rate and the Administrative Agent does not receive timely notice shall have the right to convert the interest rate on all outstanding LIBOR Rate Loans to the rate of interest then applicable to Reference Rate Loans of the same type hereunder on the last day of the then current Interest Period elected by the Administrative Borrower, the Administrative Borrower shall be deemed to have elected to convert such LIBOR Rate Loan to a Reference Rate Loan, subject to Section 2.07(c) herein belowPeriod. (c) Notwithstanding anything to the contrary contained in this Agreement, the Borrowers (i) shall have not more than three (3) LIBOR Rate Loans in effect at any given time, and (ii) only may exercise the LIBOR Option for LIBOR Rate Loans of at least $5,000,000 and integral multiples of $1,000,000 in excess thereof. (d) The Administrative Borrower mayBorrowers may prepay LIBOR Rate Loans at any time; provided, however, that in the event that LIBOR Rate Loans are prepaid on any date that is not the last Business Day day of the then current Interest Period applicable thereto, including as a result of any mandatory prepayment pursuant to Section 2.05(c) or any outstanding LIBOR Rate Loan made to application of payments or proceeds of Collateral in accordance with Section 4.03 or Section 4.04 or for any other reason, including early termination of the Borrowers, term of this Agreement or on any Business Day with respect to Revolving Loans acceleration of all or any portion of the Term Obligations pursuant to the terms hereof, the Borrowers shall indemnify, defend, and hold the Agents, the Revolving Loan that are Reference Representative and the Lenders and their participants harmless against any and all Funding Losses in accordance with Section 2.08. (e) Anything to the contrary contained herein notwithstanding, neither any Agent, the Revolving Loan Representative nor any Lender, nor any of their participants, is required actually to acquire eurodollar deposits to fund or otherwise match fund any Obligation as to which interest accrues at the LIBOR Rate. The provisions of this Article II shall apply as if each Lender or its participants had match funded any Obligation as to which interest is accruing at the LIBOR Rate by acquiring eurodollar deposits for each Interest Period in the amount of the LIBOR Rate Loans, convert any such loan into a loan of another type (i.e., a Reference Rate Loan or a LIBOR Rate Loan) in the same aggregate principal amount, provided that any conversion of a LIBOR Rate Loan made to the Borrowers not made on the last Business Day of the then current Interest Period applicable to such LIBOR Rate Loan shall be subject to Section 2.

Libor Option. (a) In lieu of having interest charged at the rate based upon the Reference Rate, the Borrowers shall have the option (the “"LIBOR Option”") to have interest on all or a portion of the Loans be charged at a rate of interest based upon the LIBOR Rate. Each Interest Period of a on LIBOR Rate Loan made Loans shall be payable in accordance with Section 2.04(d). On the last day of each applicable Interest Period, unless the Administrative Borrower properly has exercised the LIBOR Option with respect thereto, the interest rate applicable to Borrowers shall commence on the date such LIBOR Rate Loan is made and automatically shall end on such date as convert to the Borrower may elect as set forth in subsection 2.02(a) above; provided that no Interest Period shall end after the last day rate of interest then applicable to Reference Rate Loans of the Final Maturity Date; providedsame type hereunder. At any time that an Event of Default has occurred and is continuing, further, from and after the Amendment No. 1 Effective Date, notwithstanding anything in this Agreement to the contrary, all Revolving Loans Borrowers no longer shall have the option to request that Loans bear interest charged based upon at the LIBOR Rate. (bi) The Administrative Borrower shall may, at any time and from time to time, so long as no Event of Default has occurred and is continuing, elect to exercise the initial Interest Period applicable to a LIBOR Rate Loan made to the Borrowers Option by its Notice of Borrowing given to the notifying Administrative Agent pursuant prior to Section 2.02(a) or by its notice of conversion given to the Administrative Agent pursuant to Section 2.07(c), as the case may be. The Administrative Borrower shall elect the duration of each succeeding Interest Period by giving irrevocable written notice to the Administrative Agent of such duration not later than 11:00 a.m. (New York time) on the day which is not less than three (3) at least 3 Business Days prior to the commencement of the proposed Interest Period (the "LIBOR Deadline"). Notice of the Administrative Borrower's election of the LIBOR Option for a permitted portion of the Loans and an Interest Period pursuant to this Section shall be made by delivery to the Administrative Agent of a LIBOR Notice received by the Administrative Agent before the LIBOR Deadline, or by telephonic notice received by the Administrative Agent before the LIBOR Deadline (to be confirmed by delivery to the Administrative Agent of a LIBOR Notice received by Administrative Agent prior to 5:00 p.m. (New York time) on the same day). Promptly upon its receipt of each such LIBOR Notice, the Administrative Agent shall provide a copy thereof to each of the Lenders having a Revolving Credit Commitment. (ii) Each LIBOR Notice shall be irrevocable and binding on the Borrowers. In connection with each LIBOR Rate Loan, each Borrower shall indemnify, defend, and hold the Agents and the Lenders harmless against any loss, cost, or expense incurred by any Agent or any Lender as a result of (A) the payment of any principal of any LIBOR Rate Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (B) the conversion of any LIBOR Rate Loan other than on the last day of the Interest Period applicable thereto, or (C) the failure to borrow, convert, continue or prepay any LIBOR Rate Loan on the date specified in any LIBOR Notice delivered pursuant hereto (such losses, costs, and expenses, collectively, "Funding Losses"). Funding Losses shall, with respect to any Agent or any Lender, be deemed to equal the amount determined by such Agent or such Lender to be the excess, if any, of (1) the amount of interest that would have accrued on the principal amount of such LIBOR Rate Loan had such event not occurred, at the LIBOR Rate that would have been applicable thereto, for the period from the date of such event to the last day of the then current Interest Period applicable therefor (or, in the case of a failure to such LIBOR Rate Loan. If borrow, convert or continue, for the Administrative Agent does not receive timely notice of period that would have been the Interest Period elected by therefor), minus (2) the Administrative Borroweramount of interest that would accrue on such principal amount for such period at the interest rate which such Agent or such Lender would be offered were it to be offered, at the commencement of such period, Dollar deposits of a comparable amount and period in the London interbank market. A certificate of an Agent or a Lender delivered to the Administrative Borrower setting forth any amount or amounts that such Agent or such Lender is entitled to receive pursuant to this Section 2.09 shall be deemed to conclusive absent manifest error. (iii) The Borrowers shall have elected to convert such not more than 8 LIBOR Rate Loan to a Reference Loans in effect at any given time. The Borrowers only may exercise the LIBOR Option for LIBOR Rate Loan, subject to Section 2.07(c) herein belowLoans of at least $1,000,000 and integral multiples of $100,000 in excess thereof. (c) The Administrative Borrower mayBorrowers may prepay LIBOR Rate Loans at any time; provided, however, that in the event that LIBOR Rate Loans are prepaid on any date that is not the last Business Day day of the then current Interest Period applicable to thereto, including as a result of any outstanding LIBOR Rate Loan made to automatic prepayment through the Borrowersrequired application by the Administrative Agent of proceeds of Collateral in accordance with Section 5.04 or for any other reason, including early termination of the term of this Agreement or on any Business Day with respect to Revolving Loans acceleration of all or any portion of the Term Loan Obligations pursuant to the terms hereof, each Borrower shall indemnify, defend, and hold the Agents and the Lenders and their participants harmless against any and all Funding Losses in accordance with clause (b) above. (i) The LIBOR Rate shall be adjusted by the Administrative Agent with respect to any Lender on a prospective basis to take into account any additional or increased costs to such Lender of maintaining or obtaining any eurodollar deposits or increased costs due to changes in applicable law occurring subsequent to the commencement of the then applicable Interest Period, including changes in tax laws (except changes of general applicability in corporate income tax laws) and changes in the reserve requirements imposed by the Board of Governors of the Federal Reserve System (or any successor), excluding the Reserve Percentage, which additional or increased costs would increase the cost of funding loans bearing interest at the LIBOR Rate. In any such event, the affected Lender shall give the Administrative Borrower and the Administrative Agent notice of such a determination and adjustment and the Administrative Agent promptly shall transmit the notice to each other Lender and, upon its receipt of the notice from the affected Lender, the Administrative Borrower may, by notice to such affected Lender (A) require such Lender to furnish to the Administrative Borrower a statement setting forth the basis for adjusting such LIBOR Rate and the method for determining the amount of such adjustment, or (B) repay the LIBOR Rate Loans with respect to which such adjustment is made (together with any amounts due under clause (b)(ii) above). (ii) In the event that any change in market conditions or any law, regulation, treaty, or directive, or any change therein or in the interpretation of application thereof, shall at any time after the date hereof, in the reasonable opinion of any Lender, make it unlawful or impractical for such Lender to fund or maintain LIBOR Rate Loans or to continue such funding or maintaining, or to determine or charge interest rates at the LIBOR Rate, such Lender shall give notice of such changed circumstances to the Administrative Agent and the Administrative Borrower and the Administrative Agent promptly shall transmit the notice to each other Lender and (A) in the case of any LIBOR Rate Loans of such Lender that are outstanding, the date specified in such Lender's notice shall be deemed to be the last day of the Interest Period of such LIBOR Rate Loans, and interest upon the LIBOR Rate Loans of such Lender thereafter shall accrue interest at the rate then applicable to Loans that are Reference Rate Loans, convert and (B) the Borrowers shall not be entitled to elect the LIBOR Option until such Lender determines that it would no longer be unlawful or impractical to do so. (e) Anything to the contrary contained herein notwithstanding, neither any such loan into a loan Agent, nor any Lender, nor any of another type (i.e.their participants, a Reference Rate Loan is required actually to acquire eurodollar deposits to fund or a otherwise match fund any Obligation as to which interest accrues at the LIBOR Rate. The provisions of this Section shall apply as if each Lender or its participants had match funded any Obligation as to which interest is accruing at the LIBOR Rate Loan) by acquiring eurodollar deposits for each Interest Period in the same aggregate principal amount, provided that any conversion amount of a the LIBOR Rate Loan made to the Borrowers not made on the last Business Day of the then current Interest Period applicable to such LIBOR Rate Loan shall be subject to Section 2Loans.

Libor Option. (ai) In lieu of having interest charged at Upon the rate based upon the Reference Rate, the Borrowers conditions that: (1) Agent shall have the option (the “LIBOR Option”) to have interest on all or a portion of the Loans be charged at a rate of interest based upon the LIBOR Rate. Each Interest Period of received a LIBOR Rate Loan made Request from Borrower at least 3 Business Days prior to Borrowers shall commence on the date such LIBOR Rate Loan is made and shall end on such date as the Borrower may elect as set forth in subsection 2.02(a) above; provided that no Interest Period shall end after the last first day of the Final Maturity Date; providedLIBOR Period requested, further, from and after the Amendment No. 1 Effective Date, notwithstanding anything in this Agreement to the contrary, all Revolving Loans (2) there shall have occurred no change in applicable law which would make it unlawful for Lenders to obtain deposits of U.S. dollars in the London interbank foreign currency deposits market, (3) as of the date of the LIBOR Request and the first day of the LIBOR Period, there shall exist no Default or Event of Default, (4) Agent is able to determine the LIBOR Rate in respect of the requested LIBOR Period, (5) Agent is able to obtain deposits of U.S. dollars in the London interbank foreign currency deposits market in the applicable amounts and for the requested LIBOR Period, and (6) as of the first date of the LIBOR Period, there are no more than 4 outstanding LIBOR Portions including the LIBOR Portion being requested; then interest charged on the LIBOR Portion requested during the LIBOR Period requested will be based upon on the applicable LIBOR Rate. (bii) The Administrative Each LIBOR Request shall be irrevocable and binding on Borrower. Borrower shall elect indemnify each Lender for any loss, penalty or expense incurred by such Lender due to failure on the initial Interest Period part of Borrower to fulfill, on or before the date specified in any LIBOR Request, the applicable to a LIBOR Rate Loan made conditions set forth in this Agreement or due to the Borrowers by its Notice prepayment of Borrowing given to the Administrative Agent pursuant to Section 2.02(a) or by its notice of conversion given to the Administrative Agent pursuant to Section 2.07(c), as the case may be. The Administrative Borrower shall elect the duration of each succeeding Interest Period by giving irrevocable written notice to the Administrative Agent of such duration not later than 11:00 a.m. (New York time) on the day which is not less than three (3) Business Days applicable LIBOR Portion prior to the last day of the then current Interest Period applicable LIBOR Period, including, without limitation, any loss (including loss of anticipated profits) or expense incurred by reason of the liquidation or redeployment of deposits or other funds acquired by any Lender to fund or maintain the requested LIBOR Portion. (iii) If any Legal Requirement shall (1) make it unlawful for any Lender to fund through the purchase of U.S. dollar deposits any LIBOR Portion or otherwise give effect to its obligations as contemplated under this Section 2.3, or (2) shall impose on any Lender any costs based on or measured by the excess above a specified level of the amount of a category of deposits or other liabilities of any Lender which includes deposits by reference to which the LIBOR Rate is determined as provided herein or a category of extensions of credit or other assets of any Lender which includes any LIBOR Portion or (3) shall impose on any Lender any restrictions (not already taken into account under statutory reserves) on the amount of such a category of liabilities or assets which any Lender may hold, then, in each such case, each affected Lender may (A) in the case of (1) and (3) above, by written notice thereof to Borrower, describing the Legal Requirement in reasonable detail, terminate such Lender's obligation to make Loans available to Borrower under the LIBOR Option and (B) in the case of (2) above by written notice thereof to Borrower, describing the Legal Requirements in reasonable detail, require Borrower to pay such Lender such additional amount or amounts as will compensate such Lender for such additional actual costs which are properly allocable to the applicable LIBOR Portion. Any LIBOR Portion subject thereto shall immediately bear interest thereafter at the rate and in the manner provided for the Base Rate Portion pursuant to subsection 2. 1.1. Borrower shall indemnify each Lender against any loss, penalty or expense actually incurred by such Lender due to liquidation or redeployment of deposits or other funds acquired by such Lender to fund or maintain any LIBOR Portion that is terminated under this paragraph. (iv) Each Lender shall receive payments of amounts of principal of, and interest with respect to, the LIBOR Portions free and clear of, and without deduction for, any Taxes. If (1) any Lender shall be subject to any Tax in respect of any LIBOR Portion or any part thereof or, (2) Borrower shall be required to withhold or deduct any Tax from any such amount, such Lender shall provide written notice to Borrower and Agent of the fact that it is subject to such Tax or the withholding or deduction requirements and the LIBOR Rate applicable to such LIBOR Rate LoanPortion shall be adjusted by Agent on behalf of the affected Lender to reflect all additional costs incurred by such Lender in connection with the payment by such Lender or the withholding by Borrower of such Tax and Borrower shall provide such Lender with a statement detailing the amount of any such Tax actually paid by such Borrower. Determination by Agent on behalf of a Lender of the amount of such costs shall, in the absence of manifest error, be conclusive. If after any such adjustment any part of any Tax paid by any Lender is subsequently recovered by such Lender, such Lender shall reimburse Borrower to the Administrative Agent does not receive timely notice extent of the Interest Period elected by amount so recovered. A certificate of an officer of any Lender setting forth the Administrative Borroweramount of such recovery and the basis therefor shall, the Administrative Borrower shall be deemed to have elected to convert such LIBOR Rate Loan to a Reference Rate Loan, subject to Section 2.07(c) herein below. (c) The Administrative Borrower may, on the last Business Day of the then current Interest Period applicable to any outstanding LIBOR Rate Loan made to the Borrowers, or on any Business Day with respect to Revolving Loans or any portion of the Term Loan that are Reference Rate Loans, convert any such loan into a loan of another type (i.e., a Reference Rate Loan or a LIBOR Rate Loan) in the same aggregate principal amountabsence of manifest error, provided that any conversion of a LIBOR Rate Loan made to the Borrowers not made on the last Business Day of the then current Interest Period applicable to such LIBOR Rate Loan shall be subject to Section 2conclusive.

Libor Option. (a) In lieu The Borrowers may, at any time and from time to time, so long as no Default or Event of having interest charged at the rate based upon the Reference RateDefault has occurred and is continuing, the Borrowers shall have the option (the “LIBOR Option”) elect to have interest on all or a portion of the Loans be charged at a rate of interest based upon the LIBOR Rate. Each Rate (the "LIBOR Option") by notifying the Administrative Agent in writing prior to 11:00 a.m. (New York City time) at least 3 Business Days prior to (i) the proposed borrowing date of a Loan (as provided in Section 2.02), (ii) in the case of the conversion of a Reference Rate Loan to a LIBOR Rate Loan, the commencement of the proposed Interest Period or (iii) in the case of the continuation of a LIBOR Rate Loan made to Borrowers shall commence on the date such as a LIBOR Rate Loan is made and shall end on such date as the Borrower may elect as set forth in subsection 2.02(a) above; provided that no Interest Period shall end after Loan, the last day of the Final Maturity Date; provided, further, from then current Interest Period (the "LIBOR Deadline"). Notice of the Borrowers' election of the LIBOR Option for a permitted portion of the Loans and after the Amendment No. 1 Effective Date, notwithstanding anything in an Interest Period pursuant to this Agreement Section 2.07(a) shall be made by delivery to the contrary, all Revolving Loans shall have interest charged based upon Administrative Agent of (A) a Notice of Borrowing (in the case of the initial making of a Loan) in accordance with Section 2.02 or (B) a LIBOR Notice prior to the LIBOR RateDeadline. In the event the Borrowers fail to specify an Interest Period for any LIBOR Rate Loan in the applicable Notice of Borrowing or LIBOR Notice, such Borrowers shall be deemed to have selected an Interest Period of one month. Promptly upon its receipt of each such LIBOR Notice, the Administrative Agent shall notify each of the Lenders of its receipt thereof. Each LIBOR Notice shall be irrevocable and binding on the Borrowers. (b) Interest on LIBOR Rate Loans shall be payable in accordance with Section 2.04(c). On the last day of each applicable Interest Period, unless the Borrowers properly have exercised the LIBOR Option with respect thereto, the interest rate applicable to such LIBOR Rate Loans automatically shall convert to the rate of interest then applicable to Reference Rate Loans of the same type hereunder. At any time that a Default or an Event of Default has occurred and is continuing, the Borrowers no longer shall have the option to request that any portion of the Loans bear interest at the LIBOR Rate and the Administrative Agent shall have the right to convert the 120535197v14 interest rate on all outstanding LIBOR Rate Loans to the rate of interest then applicable to Reference Rate Loans of the same type hereunder on the last day of the then current Interest Period. (c) Notwithstanding anything to the contrary contained in this Agreement, the Borrowers (i) shall have not more than 4 LIBOR Rate Loans in effect at any given time, and (ii) only may exercise the LIBOR Option for LIBOR Rate Loans of at least $500,000 and integral multiples of $100,000 in excess thereof. (d) The Administrative Borrower shall elect Borrowers may prepay LIBOR Rate Loans at any time; provided, however, that in the initial event that LIBOR Rate Loans are prepaid on any date that is not the last day of the Interest Period applicable thereto, including as a result of any mandatory prepayment pursuant to a Section 2.05(c) or any application of payments or proceeds of Collateral in accordance with Section 4.03 or Section 4.04 or for any other reason, including early termination of the term of this Agreement or acceleration of all or any portion of the Obligations pursuant to the terms hereof, the Borrowers shall indemnify, defend, and hold the Agents and the Lenders and their participants harmless against any and all Funding Losses in accordance with Section 2.08. (e) Anything to the contrary contained herein notwithstanding, neither any Agent nor any Lender, nor any of their participants, is required actually to acquire eurodollar deposits to fund or otherwise match fund any Obligation as to which interest accrues at the LIBOR Rate. The provisions of this ARTICLE II shall apply as if each Lender or its participants had match funded any Obligation as to which interest is accruing at the LIBOR Rate Loan made by acquiring eurodollar deposits for each Interest Period in the amount of the LIBOR Rate Loans. (f) If prior to the Borrowers by its Notice commencement of Borrowing given to any Interest Period for any LIBOR Rate Loan, (i) the Administrative Agent pursuant to Section 2.02(a) or by its notice of conversion given to shall have determined that adequate and reasonable means do not exist for ascertaining LIBOR for such Interest Period, including, without limitation, because the Administrative Agent pursuant determines that either inadequate or insufficient quotations of the London interbank offered rate exist or the use of "LIBOR" has been discontinued (any determination of Administrative Agent to Section 2.07(cbe conclusive and binding absent manifest error), as or (ii) the case may be. The Administrative Borrower Agent shall elect have received notice from the duration Required Lenders that LIBOR does not adequately and fairly reflect the cost to such Lenders of each succeeding making, funding or maintaining their LIBOR Rate Loans for such Interest Period by giving irrevocable Period, then the Administrative Agent shall give written notice to the Administrative Borrower and to the Lenders as soon as practicable thereafter. Until the Administrative Agent shall notify the Administrative Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (A) the obligations of the Lenders to make LIBOR Rate Loans, or to continue or convert outstanding Loans as or into LIBOR Rate Loans, shall be suspended and (B) all such duration not later than 11:00 a.m. (New York time) affected Loans shall be converted into Reference Rate Loans on the day which is not less than three (3) Business Days prior to the last day of the then current Interest Period applicable to such LIBOR Rate Loanthereto. If the Administrative Agent does not receive timely notice of the Interest Period elected by the Administrative Borrower, the Administrative Borrower shall be deemed to have elected to convert such LIBOR Rate Loan to a Reference Rate Loan, subject to Section 2.07(c) herein below. (c) The Administrative Borrower may, on the last Business Day of the then current Interest Period applicable to any outstanding LIBOR Rate Loan made to the Borrowers, or on any Business Day with respect to Revolving Loans or any portion of the Term Loan that are Reference Rate Loans, convert any such loan into a loan of another type (i.e., a Reference Rate Loan or a LIBOR Rate Loan) in the same aggregate principal amount, provided that any conversion of a LIBOR Rate Loan made to the Borrowers not made on the last Business Day of the then current Interest Period applicable to such LIBOR Rate Loan shall be subject to Section 2.120535197v14

Libor Option. (a) In lieu of having interest charged at the rate based upon the Reference Rate, the Borrowers Borrower shall have the option (the “"LIBOR Option”") to have interest on all or a portion of the Loans be charged at a rate of interest based upon the LIBOR Rate. Each Interest Period of a LIBOR Rate Loan made to Borrowers the Borrower shall commence on the date such LIBOR Rate Loan is made and shall end on such date as the Borrower may elect as set forth in subsection 2.02(a) above; provided that no Interest Period shall end after the last day of the Final Maturity Date; provided, further, from and after the Amendment No. 1 Effective Date, notwithstanding anything in this Agreement to the contrary, all Revolving Loans shall have interest charged based upon the LIBOR Rate. (b) The Administrative Borrower shall elect the initial Interest Period applicable to a LIBOR Rate Loan made to the Borrowers Borrower by its Notice of Borrowing given to the Administrative Agent pursuant to Section 2.02(a) or by its notice of conversion given to the Administrative Agent pursuant to Section 2.07(c), as the case may be. The Administrative Borrower shall elect the duration of each succeeding Interest Period by giving irrevocable written notice to the Administrative Agent of such duration not later than 11:00 a.m. (New York City time) on the day which is not less than three (3) Business Days prior to the last day of the then current Interest Period applicable to such LIBOR Rate LoanLoan (or such shorter period of time as may be agreed to by the Administrative Agent in its sole discretion). If the Administrative Agent does not receive timely notice of the Interest Period elected by the Administrative Borrower, the Administrative Borrower shall be deemed to have elected to convert such LIBOR Rate Loan to a Reference Rate Loan, subject to Section 2.07(c) herein below. (c) The Administrative Borrower may, on the last Business Day of the then current Interest Period applicable to any outstanding LIBOR Rate Loan made to the BorrowersBorrower, or on any Business Day with respect to Revolving Loans or any portion of the Term Loan that are Reference Rate Loans, convert any such loan into a loan of another type (i.e., a Reference Rate Loan or a LIBOR Rate Loan) in the same aggregate principal amount, provided that any conversion of a LIBOR Rate Loan made to the Borrowers Borrower not made on the last Business Day of the then current Interest Period applicable to such LIBOR Rate Loan shall be subject to Section 2.07(e). If the Borrower desires to convert a Loan, the Borrower shall give the Administrative Agent a Notice of Borrowing by no later than 11:00 a.m. (New York City time) (i) on the day which is three (3) Business Days' (or such shorter period of time as may be agreed to by the Administrative Agent in its sole discretion) prior to the date on which such conversion is to occur with respect to a conversion from a Reference Rate Loan to a LIBOR Rate Loan, or (ii) on the day which is one (1) Business Day (or such shorter period of time as may be agreed to by the Administrative Agent in its sole discretion) prior to the date on which such conversion is to occur with respect to a conversion from a LIBOR Rate Loan to a Reference Rate Loan, specifying, in each case, the date of such conversion, the Loans to be converted and if the conversion is from a Reference Rate Loan to a LIBOR Rate Loan, the duration of the first Interest Period therefor. (d) Subject to Section 2.05(b), the Borrower may prepay the LIBOR Rate Loans in whole at any time or in part from time to time, together with accrued interest on the principal being prepaid to the date of such repayment in the case of any LIBOR Rate Loan made to the Borrower, and the Borrower shall specify the date of prepayment of Loans which are LIBOR Rate Loans, the Loan to which such prepayment is to be applied and the amount of such prepayment. In the event that any prepayment of a LIBOR Rate Loan is required or permitted on a date other than the last Business Day of the then-current Interest Period with respect thereto, the Borrower shall indemnify the Agents and Lenders therefor in accordance with Section 2.07(e) hereof. (e) In connection with each LIBOR Rate Loan, the Borrower shall indemnify, defend, and hold the Agents and the Lenders harmless against any loss, cost, or expense incurred by any Agent or any Lender as a result of (a) the payment of any principal of any LIBOR Rate Loan other than on the last day of an Interest Period applicable thereto (including as a result of a Default or an Event of Default or any mandatory prepayment required pursuant to Section 2.05(c)), (b) the conversion of any LIBOR Rate Loan other than on the last day of the Interest Period applicable thereto (including as a result of a Default or an Event of Default), or (c) the failure to borrow, convert, continue or prepay any LIBOR Rate Loan on the date specified in any Notice of Borrowing or LIBOR Notice delivered pursuant hereto (such losses, costs, and expenses, collectively, "Funding Losses"). Funding Losses shall, with respect to any Agent or any Lender, be deemed to equal the amount reasonably determined by such Agent or such Lender to be the excess, if any, of (i) the amount of interest that would have accrued on the principal amount of such LIBOR Rate Loan had such event not occurred, at the LIBOR Rate that would have been applicable thereto, for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period therefor), minus (ii) the amount of interest that would accrue on such principal amount for such period at the interest rate which such Agent or such Lender would be offered were it to be offered, at the commencement of such period, Dollar deposits of a comparable amount and period in the London interbank market. A certificate as to any additional amounts payable pursuant to the foregoing sentence submitted by any Agent or any Lender to the Borrower shall be conclusive absent manifest error. (f) Notwithstanding any other provision hereof, if any Requirement of Law, or any Change in Law, shall make it unlawful for any Lender (for purposes of this subsection (f), the term "Lender" shall include any Lender and the office or branch where any Lender or any corporation or bank controlling such Lender makes or maintains any LIBOR Rate Loans) to make or maintain its LIBOR Rate Loans, Administrative Agent shall provide notice of same to the Borrower and the obligation of Lenders to make LIBOR Rate Loans hereunder shall forthwith be suspended until such notice is withdrawn by the Administrative Agent, and the Borrower shall, if any affected LIBOR Rate Loans are then outstanding, promptly upon request from the Administrative Agent, either pay all such affected LIBOR Rate Loans or convert such affected LIBOR Rate Loans into loans of another type. If any such payment or conversion of any LIBOR Rate Loan is made on a day that is not the last day of the Interest Period applicable to such LIBOR Rate Loan, the Borrower shall pay the Administrative Agent, upon the Administrative Agent's request, such amount or amounts as may be necessary to compensate Lenders for any Funding Losses sustained or incurred by Lenders in respect of such LIBOR Rate Loan as a result of such payment or conversion, including (but not limited to) any interest or other amounts payable by Lenders to lenders of funds obtained by Lenders in order to make or maintain such LIBOR Rate Loan. A certificate as to any additional amounts that describes in reasonable detail the calculations thereof payable pursuant to the foregoing sentence submitted by Lenders to the Borrower shall be conclusive absent manifest error. (g) In the event that any Agent or any Lender shall have determined that: (i) reasonable means do not exist for ascertaining the LIBOR Rate applicable pursuant to Section 2.02(a) hereof for any Interest Period; (ii) dollar deposits in the relevant amount and for the relevant maturity are not available in the London interbank LIBOR market, with respect to an outstanding LIBOR Rate Loan, a proposed LIBOR Rate Loan, or a proposed conversion of a Reference Rate Loan into a LIBOR Rate Loan; (iii) at any time that an Event of Default under Section 9.01(a), 9.01(c) (solely as a result of the Loan Parties' failure to comply with Section 7.03), Section 9.01(f) or Section 9.01 (g) has occurred and is continuing; or (iv) the LIBOR Rate will not adequately and fairly reflect the cost to such Lender of the establishment or maintenance of any LIBOR Rate Loan, then Administrative Agent shall give the Borrower prompt written, telephonic or facsimile notice of such determination. If such notice is given, (i) any such requested LIBOR Rate Loan shall be made as a Reference Rate Loan, unless the Borrower shall notify the Administrative Agent no later than 1:00 p.m. (New York City time) two (2) Business Days prior to the date of such proposed borrowing, that its request for such borrowing shall be cancelled or made as an unaffected type of LIBOR Rate Loan, (ii) any Reference Rate Loan or LIBOR Rate Loan which was to have been converted to an affected type of LIBOR Rate Loan shall be continued as or converted into a Reference Rate Loan, or, if the Borrower shall notify the Administrative Agent, no later than 11:00 a.m. (New York time) two (2) Business Days prior to the proposed conversion, shall be maintained as an unaffected type of LIBOR Rate Loan, and (iii) any outstanding affected LIBOR Rate Loans shall be converted into a Reference Rate Loan at the end of the applicable Interest Period. Until such notice has been withdrawn, Lenders shall have no obligation to make an affected type of LIBOR Rate Loan or maintain outstanding affected LIBOR Rate Loans and the Borrower shall not have the right to convert a Reference Rate Loan or an unaffected type of LIBOR Rate Loan into an affected type of LIBOR Rate Loan. (h) Anything to the contrary contained herein notwithstanding, neither any Agent nor any Lender, nor any of their participants, is required actually to acquire eurodollar deposits to fund or otherwise match fund any Obligation as to which interest accrues at the LIBOR Rate. The provisions of this Article II shall apply as if each Lender or its participants had match funded any Obligation as to which interest is accruing at the LIBOR Rate by acquiring eurodollar deposits for each Interest Period in the amount of the LIBOR Rate Loans. (i) Notwithstanding anything to the contrary contained in this Agreement, the Borrower (i) shall have not more than 5 separate Interest Periods for LIBOR Rate Loans in effect at any given time, and (ii) only may exercise the LIBOR Option for LIBOR Rate Loans of at least $500,000 and integral multiples of $100,000 in excess thereof.

Libor Option. (a) In lieu The Borrowers may, at any time and from time to time, so long as no Event of having interest charged at the rate based upon the Reference RateDefault has occurred and is continuing, the Borrowers shall have the option (the “LIBOR Option”) elect to have interest on all or a portion of the Loans be charged at a rate of interest based upon the LIBOR Rate. Each Interest Period of a Rate (the “LIBOR Rate Loan made Option”) by notifying the Agent in writing prior to Borrowers shall commence on the date such LIBOR Rate Loan is made and shall end on such date as the Borrower may elect as set forth in subsection 2.02(a) above; provided that no Interest Period shall end after the last day of the Final Maturity Date; provided, further, from and after the Amendment No. 1 Effective Date, notwithstanding anything in this Agreement to the contrary, all Revolving Loans shall have interest charged based upon the LIBOR Rate. (b) The Administrative Borrower shall elect the initial Interest Period applicable to a LIBOR Rate Loan made to the Borrowers by its Notice of Borrowing given to the Administrative Agent pursuant to Section 2.02(a) or by its notice of conversion given to the Administrative Agent pursuant to Section 2.07(c), as the case may be. The Administrative Borrower shall elect the duration of each succeeding Interest Period by giving irrevocable written notice to the Administrative Agent of such duration not later than 11:00 a.m. (New York City time) on the day which is not less than three (3) at least 3 Business Days prior to (i) the commencement of the proposed Interest Period or (ii) in the case of the conversion of a LIBOR Loan into a Base Rate Loan, by 11:00 a.m. (New York City time) at least 1 Business Day prior to the last day of the then current Interest Period (the “LIBOR Deadline”). Notice of the Borrowers’ election of the LIBOR Option for a permitted portion of the Loans and an Interest Period pursuant to this Section 2.3(a) shall be made by delivery by Administrative Borrower to the Agent of a LIBOR Notice received by the Agent before the LIBOR Deadline. Promptly upon its receipt of each such LIBOR Notice, the Agent shall provide a copy thereof to each of the Lenders. Each LIBOR Notice shall be irrevocable and binding on the Borrowers. (b) Interest on LIBOR Loans shall be payable in accordance with Section 2.6. On the last day of each applicable Interest Period, unless the Borrowers properly have exercised the LIBOR Option with respect thereto, the interest rate applicable to such LIBOR Loans automatically shall convert to the rate of interest then applicable to Base Rate Loan. If the Administrative Agent does not receive timely notice Loans of the Interest Period elected by the Administrative Borrowersame type hereunder. At any time that an Event of Default has occurred and is continuing, the Administrative Borrower Borrowers no longer shall be deemed have the option to request that any portion of the Loans bear interest at the LIBOR Rate and the Agent shall have elected the right to convert such the interest rate on all outstanding LIBOR Loans to the rate of interest then applicable to Base Rate Loan to a Reference Rate Loan, subject to Section 2.07(c) herein belowLoans of the same type hereunder on the last day of the then current Interest Period. (c) Notwithstanding anything to the contrary contained in this Agreement, the Borrowers (i) shall have not more than eight (8) LIBOR Loans in effect at any given time, and (ii) only may exercise the LIBOR Option for LIBOR Loans of at least $1,000,000 and integral multiples of $500,000 in excess thereof. (d) The Administrative Borrower mayBorrowers may prepay LIBOR Loans at any time; provided, however, that in the event that LIBOR Loans are prepaid on any date that is not the last day of the Interest Period applicable thereto, including as a result of any mandatory prepayment pursuant or any application of payments or proceeds of Collateral, or for any other reason, including early termination of the term of this Agreement or acceleration of all or any portion of the Obligations pursuant to the terms hereof, the Borrowers shall indemnify, defend, and hold Agent and Lenders and their participants harmless against any and all Funding Losses in accordance with Section 2.3(f). (e) Anything to the contrary contained herein notwithstanding, neither Agent nor any Lender, nor any of their participants, is required actually to acquire eurodollar deposits to fund or otherwise match fund any Obligation as to which interest accrues at the LIBOR Rate. The provisions of this Agreement shall apply as if each Lender or its participants had match funded any Obligation as to which interest is accruing at the LIBOR Rate by acquiring eurodollar deposits for each Interest Period in the amount of the LIBOR Loans. (f) In connection with each LIBOR Loan, the Borrowers shall indemnify, defend, and hold Agent and the Lenders harmless against any loss, cost, or expense incurred by Agent or any Lender as a result of (a) the payment of any principal of any LIBOR Loan other than on the last Business Day day of an Interest Period applicable thereto (including as a result of an Event of Default or any mandatory prepayment required pursuant to Section 2.4(d)), (b) the conversion of any LIBOR Loan other than on the last day of the Interest Period applicable thereto (including as a result of an Event of Default), or (c) the failure to borrow, convert, continue or prepay any LIBOR Loan on the date specified in any Notice of Borrowing or LIBOR Notice delivered pursuant hereto (such losses, costs, and expenses, collectively, “Funding Losses”), provided that in no event shall Funding Losses include any loss of anticipated profits. Funding Losses shall be paid by Borrowers directly to the applicable Agent or Lender, and with respect to any Agent or any Lender, be deemed to equal the amount reasonably determined by such Agent or such Lender to be the excess, if any, of (i) the amount of interest that would have accrued on the principal amount of such LIBOR Loan had such event not occurred, at the LIBOR Rate that would have been applicable thereto (but disregarding clause (b) of the definition thereof), for the period from the date of such event to the last day of the then current Interest Period applicable therefor (or, in the case of a failure to any outstanding LIBOR Rate Loan made borrow, convert or continue, for the period that would have been the Interest Period therefor), minus (ii) the amount of interest that would accrue on such principal amount for such period at the interest rate which such Agent or such Lender would be offered were it to be offered, at the commencement of such period, Dollar deposits of a comparable amount and period in the London interbank market. A certificate of an Agent or a Lender delivered to the Borrowers, Administrative Borrower setting forth any amount or on any Business Day with respect amounts that such Agent or such Lender is entitled to Revolving Loans or any portion of the Term Loan that are Reference Rate Loans, convert any such loan into receive pursuant to this Section 2.3(f) (and a loan of another type (i.e., a Reference Rate Loan or a LIBOR Rate Loanreasonably detailed calculation thereof) in the same aggregate principal amount, provided that any conversion of a LIBOR Rate Loan made to the Borrowers not made on the last Business Day of the then current Interest Period applicable to such LIBOR Rate Loan shall be subject to Section 2conclusive absent manifest error.

Libor Option. (a) In lieu The Borrowers may, at any time and from time to time, so long as no Default or Event of having interest charged at the rate based upon the Reference RateDefault has occurred and is continuing, the Borrowers shall have the option (the “LIBOR Option”) elect to have interest on all or a any portion of the Loans be charged at a rate of interest based upon the LIBOR RateRate (the "LIBOR Option"). Each Interest Period of a LIBOR Rate Loan made to Borrowers shall commence on the date such LIBOR Rate Loan is made and shall end on such date as the Administrative Borrower may elect as set forth in subsection 2.02(a) above; provided that no Interest Period may be selected which shall end after the last day of the Final Maturity Date; provided, further, from and after the Amendment No. 1 Effective Date, notwithstanding anything in this Agreement to the contrary, all Revolving Loans shall have interest charged based upon the LIBOR Rate. (b) The Administrative Borrower shall elect the initial Interest Period applicable to a LIBOR Rate Loan made to the Borrowers by its Notice of Borrowing given to the Administrative Agent pursuant to Section 2.02(a) or by its notice of conversion given to the Administrative Agent pursuant to Section 2.07(c), as the case may be. The Administrative Borrower shall elect the duration of each succeeding Interest Period by giving irrevocable (except as otherwise permitted hereunder) written notice to the Administrative Agent of such duration not later than 11:00 a.m. (New York time) on the day which is not less than three (3) Business Days prior to the last day of the then current Interest Period applicable to such LIBOR Rate Loan. If the Administrative Agent does not receive timely notice of the Interest Period elected by the Administrative Borrower, the Administrative Borrower shall be deemed to have elected to convert such LIBOR Rate Loan to a Reference Rate Loan, subject to Section 2.07(c) herein below. (c) The Administrative Borrower may, on the last Business Day of the then current Interest Period applicable to any outstanding LIBOR Rate Loan made to the Borrowers, or on any Business Day with respect to Revolving Loans or any portion of the Term Loan that are Reference Rate LoansDay, convert any such loan into a loan of another type (i.e., a Reference Rate Loan or a LIBOR Rate Loan) in the same aggregate principal amount), provided that any conversion of a LIBOR Rate Loan made to the Borrowers that is not made on the last Business Day of the then current Interest Period applicable to such LIBOR Rate Loan shall be subject to Section 2.08. For the avoidance of doubt, Reference Rate Loans may be converted into LIBOR Rate Loans on any Business Day (subject to the procedure specified in the following sentence), and such conversion shall not be subject to Section 2.

Libor Option. (a) In lieu of having interest charged at the rate based upon the Reference Rate, the Borrowers shall have the option (the “LIBOR Option”) to have interest on all or a portion of the Loans be charged at a rate of interest based upon the LIBOR Rate. Each Interest Period of a LIBOR Rate Loan made to Borrowers shall commence on the date such LIBOR Rate Loan is made and shall end on such date as the Borrower Borrowers may elect as set forth in subsection Section 2.02(a) above; provided that no Interest Period shall end after . At the last day direction of the Final Maturity Date; providedRequired Lenders at any time that an Event of Default has occurred and is continuing, furtherthe Administrative Borrower no longer shall have the option to request that Loans bear interest at the LIBOR Rate and, from and after at the Amendment No. 1 Effective Dateend of the applicable Interest Period, notwithstanding anything in this Agreement the interest rate on all outstanding applicable LIBOR Rate Loans shall convert to the contrary, all Revolving rate then applicable to Reference Rate Loans shall have interest charged based upon the LIBOR Ratehereunder. (b) The Administrative Borrower shall elect the initial Interest Period applicable to a LIBOR Rate Loan made to the Borrowers by its Notice of Borrowing given to the Administrative Agent pursuant to Section 2.02(a), by its notice of continuation given to the Administrative Agent pursuant to this Section 2.09(b) or by its notice of conversion given to the Administrative Agent pursuant to Section 2.07(c2.09(c), as the case may be. The To continue a LIBOR Rate Loan as a LIBOR Rate Loan at the end of the Interest Period applicable thereto, the Administrative Borrower shall elect the duration of each succeeding Interest Period by giving irrevocable written notice to the Administrative Agent of such duration in the form of a LIBOR Notice not later than 11:00 a.m. 1:00 p.m. (New York time) on the day which is not less than three (3) Business Days prior to the last day of the then current Interest Period applicable to such LIBOR Rate Loan. If the Administrative Agent does not receive timely notice of the Interest Period elected by the Administrative Borrower, the Administrative Borrower shall be deemed to have elected to convert such LIBOR Rate Loan to a Reference Rate Loan, subject to Section 2.07(c) herein below. (c) The Administrative Borrower may, on the last any Business Day of the then current Interest Period applicable to any outstanding LIBOR Rate Loan made to the BorrowersLoan, or on any Business Day with respect to Revolving Loans or any portion of the Term Loan that are Reference Rate Loans, convert any such loan into a loan of another type of loan (i.e., a Reference Rate Loan or a LIBOR Rate Loan) in the same aggregate principal amount, provided that any conversion of a LIBOR Rate Loan made to the Borrowers not made on the last Business Day of the then current Interest Period applicable to such LIBOR Rate Loan shall be subject to Section 2.2.09

Libor Option. (a) In lieu of having interest charged at the rate based upon the Reference Rate, the Borrowers shall have the option (the “"LIBOR Option”") to have interest on all or a portion of the Loans be charged at a rate of interest based upon the LIBOR Rate. Each Interest Period of a LIBOR Rate Loan made to the Borrowers shall commence on the date such LIBOR Rate Loan is made and shall end on such date as the Borrower Borrowing Agent may elect as set forth in subsection 2.02(a) above; provided that no Interest Period shall end after the last day of the Final Maturity Date; provided, further, from and after the Amendment No. 1 Effective Date, notwithstanding anything in this Agreement to the contrary, all Revolving Loans shall have interest charged based upon the LIBOR Rate. (b) The Administrative Borrower Borrowing Agent shall elect the initial Interest Period applicable to a LIBOR Rate Loan made to the Borrowers by its Notice of Borrowing given to the Administrative Agent pursuant to Section 2.02(a) or by its notice of conversion given to the Administrative Agent pursuant to Section 2.07(c), as the case may be. The Administrative Borrower Borrowing Agent shall elect the duration of each succeeding Interest Period by giving irrevocable written notice to the Administrative Agent of such duration not later than 11:00 a.m. (New York City time) on the day which is not less than three (3) Business Days prior to the last day of the then current Interest Period applicable to such LIBOR Rate Loan. If the Administrative Agent does not receive timely notice of the Interest Period elected by the Administrative BorrowerBorrowing Agent, the Administrative Borrower Borrowers shall be deemed to have elected to convert such LIBOR Rate Loan to a Reference Rate Loan, subject to Section 2.07(c) herein below. (c) The Administrative Borrower Borrowing Agent may, on the last Business Day of the then current Interest Period applicable to any outstanding LIBOR Rate Loan made to the Borrowers, or on any Business Day with respect to Revolving Loans or any portion of the Term Loan that are Reference Rate Loans, convert any such loan into a loan of another type (i.e., a Reference Rate Loan or a LIBOR Rate Loan) in the same aggregate principal amount, provided that any conversion of a LIBOR Rate Loan made to the Borrowers not made on the last Business Day of the then current Interest Period applicable to such LIBOR Rate Loan shall be subject to Section 2.07(e). If the Borrowers desire to convert a Loan, the Borrowing Agent shall give the Administrative Agent a Notice of Borrowing by no later than 11:00 a.m. (New York City time) (i) on the day which is three (3) Business Days' prior to the date on which such conversion is to occur with respect to a conversion from a Reference Rate Loan to a LIBOR Rate Loan, or (ii) on the day which is one (1) Business Day prior to the date on which such conversion is to occur with respect to a conversion from a LIBOR Rate Loan to a Reference Rate Loan, specifying, in each case, the date of such conversion, the Loans to be converted and if the conversion is from a Reference Rate Loan to a LIBOR Rate Loan, the duration of the first Interest Period therefor. (d) Subject to Section 2.05(b), the Borrowers may prepay the LIBOR Rate Loans in whole at any time or in part from time to time, together with accrued interest on the principal being prepaid to the date of such repayment in the case of any LIBOR Rate Loan made to the Borrowers, and the Borrowing Agent shall specify the date of prepayment of Loans which are LIBOR Rate Loans, the Loan to which such prepayment is to be applied and the amount of such prepayment. In the event that any prepayment of a LIBOR Rate Loan is required or permitted on a date other than the last Business Day of the then-current Interest Period with respect thereto, the Borrowers shall indemnify the Administrative Agent and Lenders therefor in accordance with Section 2.07(e) hereof. (e) The Borrowers shall indemnify the Agents and Lenders and hold the Agents and Lenders harmless from and against any and all losses, costs or expenses, excluding the loss of any margin above the LIBOR Rates (such losses, costs and expenses, collectively, "Funding Losses") that the Agents and Lenders may sustain or incur as a consequence of any mandatory or voluntary prepayment, conversion of or any default by the Borrowers in the payment of the principal of or interest on any LIBOR Rate Loan or failure by the Borrowers to complete a borrowing of, a prepayment of or conversion of or to a LIBOR Rate Loan after notice thereof has been given, including, but not limited to, any interest payable by the Agents or Lenders to lenders of funds obtained by it in order to make or maintain its LIBOR Rate Loans hereunder (it being agreed that the Agents and Lenders shall be entitled to such indemnification on such basis whether or not they have obtained such funds to make or maintain its LIBOR Rate Loans hereunder, to be calculated in accordance with customary banking practices). A certificate as to any additional amounts payable pursuant to the foregoing sentence submitted by any Agent or any Lender to the Borrowing Agent shall be conclusive absent manifest error. (f) Notwithstanding any other provision hereof, if any Requirement of Law, or any Change in Law, shall make it unlawful for any Lender (for purposes of this subsection (f), the term "Lender" shall include any Lender and the office or branch where any Lender or any corporation or bank controlling such Lender makes or maintains any LIBOR Rate Loans) to make or maintain its LIBOR Rate Loans, the obligation of Lenders to make LIBOR Rate Loans hereunder shall forthwith be cancelled and the Borrowing Agent shall, if any affected LIBOR Rate Loans are then outstanding, promptly upon request from the Administrative Agent, either pay all such affected LIBOR Rate Loans or convert such affected LIBOR Rate Loans into loans of another type. If any such payment or conversion of any LIBOR Rate Loan is made on a day that is not the last day of the Interest Period applicable to such LIBOR Rate Loan, the Borrowers shall pay the Administrative Agent, upon the Administrative Agent's request, such amount or amounts as may be necessary to compensate Lenders for any Funding Losses sustained or incurred by Lenders in respect of such LIBOR Rate Loan as a result of such payment or conversion, including (but not limited to) any interest or other amounts payable by Lenders to lenders of funds obtained by Lenders in order to make or maintain such LIBOR Rate Loan. A certificate as to any additional amounts payable pursuant to the foregoing sentence submitted by any Agent or any Lender to the Borrowing Agent shall be conclusive absent manifest error. (g) In the event that any Agent or any Lender shall have determined that: (i) reasonable means do not exist for ascertaining the LIBOR Rate applicable pursuant to Section 2.02(a) hereof for any Interest Period; or (ii) dollar deposits in the relevant amount and for the relevant maturity are not available in the London interbank LIBOR market, with respect to an outstanding LIBOR Rate Loan, a proposed LIBOR Rate Loan, or a proposed conversion of a Reference Rate Loan into a LIBOR Rate Loan, or (iii) at any time that a Default or an Event of Default has occurred and is continuing, then upon notice of the same being given to the Administrative Agent, the Administrative Agent shall give the Borrowing Agent prompt written, telephonic or facsimile notice of such determination. If such notice is given, (i) any such requested LIBOR Rate Loan shall be made as a Reference Rate Loan, unless the Borrowing Agent shall notify the Administrative Agent no later than 1:00 p.m. (New York City time) two (2) Business Days prior to the date of such proposed borrowing, that its request for such borrowing shall be cancelled or made as an unaffected type of LIBOR Rate Loan, (ii) any Reference Rate Loan or LIBOR Rate Loan which was to have been converted to an affected type of LIBOR Rate Loan shall be continued as or converted into a Reference Rate Loan, or, if the Borrowing Agent shall notify the Administrative Agent, no later than 11:00 a.m. (New York time) two (2) Business Days prior to the proposed conversion, shall be maintained as an unaffected type of LIBOR Rate Loan, and (iii) any outstanding affected LIBOR Rate Loans shall be converted into a Reference Rate Loan at the end of the applicable Interest Period. Until such notice has been withdrawn, Lenders shall have no obligation to make an affected type of LIBOR Rate Loan or maintain outstanding affected LIBOR Rate Loans and the Borrowers shall not have the right to convert a Reference Rate Loan or an unaffected type of LIBOR Rate Loan into an affected type of LIBOR Rate Loan. (h) Anything to the contrary contained herein notwithstanding, neither any Agent nor any Lender, nor any of their participants, is required actually to acquire eurodollar deposits to fund or otherwise match fund any Obligation as to which interest accrues at the LIBOR Rate. The provisions of this Article II shall apply as if each Lender or its participants had match funded any Obligation as to which interest is accruing at the LIBOR Rate by acquiring eurodollar deposits for each Interest Period in the amount of the LIBOR Rate Loans.

Libor Option. (a) In lieu The Borrowers may, at any time and from time to time, so long as no Default or Event of having interest charged at the rate based upon the Reference RateDefault has occurred and is continuing, the Borrowers shall have the option (the “LIBOR Option”) elect to have interest on all or a portion of the Loans be charged at a rate of interest based upon the LIBOR Rate. Each Rate (the “LIBOR Option”) by notifying the Administrative Agent prior to 11:00 a.m. (New York City time) at least 3 Business Days prior to (i) the proposed borrowing date of a Loan (as provided in Section 2.02), (ii) in the case of the conversion of a Reference Rate Loan to a LIBOR Rate Loan, the commencement of the proposed Interest Period or (iii) in the case of the continuation of a LIBOR Rate Loan made to Borrowers shall commence on the date such as a LIBOR Rate Loan is made and shall end on such date as the Borrower may elect as set forth in subsection 2.02(a) above; provided that no Interest Period shall end after Loan, the last day of the Final Maturity Date; provided, further, from then current Interest Period (the “LIBOR Deadline”). Notice of the Borrowers’ election of the LIBOR Option for a permitted portion of the Loans and after the Amendment No. 1 Effective Date, notwithstanding anything in an Interest Period pursuant to this Agreement Section 2.07(a) shall be made by delivery to the contrary, all Revolving Loans shall have interest charged based upon Administrative Agent of (A) a Notice of Borrowing (in the case of the initial making of a Loan) in accordance with Section 2.02 or (B) a LIBOR Notice prior to the LIBOR RateDeadline (or by telephonic notice received by the Administrative Agent before the LIBOR Deadline (to be confirmed by delivery to the Administrative Agent of a LIBOR Notice received by the Administrative Agent prior to 5:00 p.m. (New York City time) on the same day)). Promptly upon its receipt of each such LIBOR Notice, the Administrative Agent shall provide a copy thereof to each of the Lenders. Each LIBOR Notice shall be irrevocable and binding on the Borrowers. (b) The Administrative Borrower Interest on LIBOR Rate Loans shall elect be payable in accordance with Section 2.04(d). On the initial last day of each applicable Interest Period Period, unless the Borrowers properly have exercised the LIBOR Option with respect thereto, the interest rate applicable to a such LIBOR Rate Loan made Loans automatically shall convert to the rate of interest then applicable to Reference Rate Loans of the same type hereunder. At any time that a Default or an Event of Default has occurred and is continuing, the Borrowers by its Notice no longer shall have the option to request that any portion of Borrowing given to the Loans bear interest at the LIBOR Rate and the Administrative Agent pursuant shall have the right to Section 2.02(a) or by its notice of conversion given convert the interest rate on all outstanding LIBOR Rate Loans to the Administrative Agent pursuant rate of interest then applicable to Section 2.07(c), as Reference Rate Loans of the case may be. The Administrative Borrower shall elect the duration of each succeeding Interest Period by giving irrevocable written notice to the Administrative Agent of such duration not later than 11:00 a.m. (New York time) on the day which is not less than three (3) Business Days same type hereunder prior to the last day of the then current Interest Period applicable to such LIBOR Rate Loan. If the Administrative Agent does not receive timely notice of the Interest Period elected by the Administrative Borrower, the Administrative Borrower shall be deemed to have elected to convert such LIBOR Rate Loan to a Reference Rate Loan, subject to Section 2.07(c) herein belowPeriod. (c) Notwithstanding anything to the contrary contained in this Agreement, the Borrowers (i) shall have not more than 5 LIBOR Rate Loans in effect at any given time, and (ii) only may exercise the LIBOR Option for LIBOR Rate Loans of at least $500,000 and integral multiples of $100,000 in excess thereof. (d) The Administrative Borrower mayBorrowers may prepay LIBOR Rate Loans at any time; provided, however, that in the event that LIBOR Rate Loans are prepaid on any date that is not the last Business Day day of the then current Interest Period applicable thereto, including as a result of any mandatory prepayment pursuant to Section 2.05(c) or any outstanding LIBOR Rate Loan made to application of payments or proceeds of Collateral in accordance with Section 4.03 or Section 4.04 or for any other reason, including early termination of the Borrowers, term of this Agreement or on any Business Day with respect to Revolving Loans acceleration of all or any portion of the Term Loan that are Reference Rate Loans, convert any such loan into a loan of another type (i.e., a Reference Rate Loan or a LIBOR Rate Loan) in the same aggregate principal amount, provided that any conversion of a LIBOR Rate Loan made Obligations pursuant to the terms hereof, the Borrowers not made on shall indemnify, defend, and hold the last Business Day Agents and the Lenders and their participants harmless against any and all Funding Losses in accordance with Section 2.08. (e) Anything to the contrary contained herein notwithstanding, neither any Agent nor any Lender, nor any of their participants, is required actually to acquire eurodollar deposits to fund or otherwise match fund any Obligation as to which interest accrues at the then current Interest Period applicable to such LIBOR Rate Loan shall be subject to Section 2Rate.

Libor Option. (ai) In lieu of having interest charged at Upon the rate based upon the Reference Rate, the Borrowers conditions that: (1) Agent shall have the option (the “LIBOR Option”) to have interest on all or a portion of the Loans be charged at a rate of interest based upon the LIBOR Rate. Each Interest Period of received a LIBOR Rate Loan made Request from Borrower at least 3 Business Days prior to Borrowers shall commence on the date such LIBOR Rate Loan is made and shall end on such date as the Borrower may elect as set forth in subsection 2.02(a) above; provided that no Interest Period shall end after the last first day of the Final Maturity Date; providedLIBOR Period requested, further, from and after the Amendment No. 1 Effective Date, notwithstanding anything in this Agreement to the contrary, all Revolving Loans (2) there shall have occurred no change in applicable law which would make it unlawful for any Lender to obtain deposits of U.S. dollars in the London interbank foreign currency deposits market, (3) as of the date of the LIBOR Request and the first day of the LIBOR Period, there shall exist no Default or Event of Default, (4) Agent is able to determine the LIBOR Rate in respect of the requested LIBOR Period (5) each Lender is able to obtain deposits of U.S. dollars in the London interbank foreign currency deposits market in the applicable amounts and for the requested LIBOR Period, and (6) as of the first date of the LIBOR Period, there are no more than 4 outstanding LIBOR Portions including the LIBOR Portion being requested; then interest charged on the LIBOR Portion requested during the LIBOR Period requested will be based upon on the applicable LIBOR Rate. (bii) The Administrative Each LIBOR Request shall be irrevocable and binding on Borrower. Borrower shall elect indemnify each Lender for any loss, penalty or expense incurred by such Lender due to failure on the initial Interest Period part of Borrower to fulfill, on or before the date specified in any LIBOR Request, the applicable to a LIBOR Rate Loan made conditions set forth in this Agreement or due to the Borrowers by its Notice prepayment of Borrowing given to the Administrative Agent pursuant to Section 2.02(a) or by its notice of conversion given to the Administrative Agent pursuant to Section 2.07(c), as the case may be. The Administrative Borrower shall elect the duration of each succeeding Interest Period by giving irrevocable written notice to the Administrative Agent of such duration not later than 11:00 a.m. (New York time) on the day which is not less than three (3) Business Days applicable LIBOR Portion prior to the last day of the then current Interest Period applicable LIBOR Period, including, without limitation, any loss or expense incurred by reason of the liquidation or redeployment of deposits or other funds acquired by any Lender to fund or maintain the requested LIBOR Portion. (iii) If any Legal Requirement shall (1) make it unlawful for any Lender to fund through the purchase of U.S. dollar deposits any LIBOR Portion or otherwise give effect to its obligations as contemplated under this subsection 2.3, or (2) shall impose on any Lender any costs based on or measured by the excess above a specified level of the amount of a category of deposits or other liabilities of such Lender which includes deposits by reference to which the LIBOR Rate is determined as provided herein or a category of extensions of credit or other assets of such Lender which includes any LIBOR Portion or (3) shall impose on any Lender any restrictions on the amount of such a category of liabilities or assets which such Lender may hold, then, in each such case, such Lender may, by notice thereof to Borrower, terminate the LIBOR Option. Any LIBOR Portion subject thereto shall immediately bear interest thereafter at the rate and in the manner provided for Base Rate Portions pursuant to subsection 2.1.1. Borrower shall indemnify each Lender against any loss, penalty or expense incurred by such Lender due to liquidation or redeployment of deposits or other funds acquired by such Lender to fund or maintain any LIBOR Portion that is terminated hereunder. (iv) Subject to subsection 11.8.4, each Lender shall receive payments of amounts of principal of and interest with respect to the LIBOR Portions free and clear of, and without deduction for, any Taxes. If (1) any Lender shall be subject to any Tax in respect of any LIBOR Portion or any part thereof or, (2) Borrower shall be required to withhold or deduct any Tax from any such amount, the LIBOR Rate applicable to such LIBOR Rate LoanPortion shall be adjusted by Agent on behalf of the affected Lender to reflect all additional costs incurred by such Lender in connection with the payment by such Lender or the withholding by Borrower of such Tax and Borrower shall provide Agent and such Lender with a statement detailing the amount of any such Tax actually paid by Borrower. Determination by Agent on behalf of a Lender of the amount of such costs shall, in the absence of manifest error, be conclusive. If after any such adjustment any part of any Tax paid by any Lender is subsequently recovered by such Lender, such Lender shall reimburse Borrower to the Administrative Agent does not receive timely notice extent of the Interest Period elected by amount so recovered. A certificate of an officer of such Lender setting forth the Administrative Borroweramount of such recovery and the basis therefor shall, the Administrative Borrower shall be deemed to have elected to convert such LIBOR Rate Loan to a Reference Rate Loan, subject to Section 2.07(c) herein below. (c) The Administrative Borrower may, on the last Business Day of the then current Interest Period applicable to any outstanding LIBOR Rate Loan made to the Borrowers, or on any Business Day with respect to Revolving Loans or any portion of the Term Loan that are Reference Rate Loans, convert any such loan into a loan of another type (i.e., a Reference Rate Loan or a LIBOR Rate Loan) in the same aggregate principal amountabsence of manifest error, provided that any conversion of a LIBOR Rate Loan made to the Borrowers not made on the last Business Day of the then current Interest Period applicable to such LIBOR Rate Loan shall be subject to Section 2conclusive.

Libor Option. (ai) In lieu of having interest charged at Upon the rate based upon the Reference Rate, the Borrowers conditions that: (1) Agent shall have the option (the “LIBOR Option”) to have interest on all or a portion of the Loans be charged at a rate of interest based upon the LIBOR Rate. Each Interest Period of received a LIBOR Rate Loan made Request from Borrowers at least 3 Business Days prior to Borrowers shall commence on the date such LIBOR Rate Loan is made and shall end on such date as the Borrower may elect as set forth in subsection 2.02(a) above; provided that no Interest Period shall end after the last first day of the Final Maturity Date; providedLIBOR Period requested, further(2) the proposed borrowing shall be no less than $500,000 and in integral multiples of $100,000, from and after the Amendment No. 1 Effective Date, notwithstanding anything in this Agreement to the contrary, all Revolving Loans (3) there shall have occurred no change in applicable law which would make it unlawful for Lenders to obtain deposits of U.S. dollars in the London interbank foreign currency deposits market, (4) as of the date of the LIBOR Request and the first day of the LIBOR Period, there shall exist no Default or Event of Default, (5) Agent is able to determine the LIBOR Rate in respect of the requested LIBOR Period, (6) Agent or Agent's affiliate is able to obtain deposits of U.S. dollars in the London interbank foreign currency deposits market in the applicable amounts and for the requested LIBOR Period, and (7) as of the first date of the LIBOR Period, there are no more than five (5) outstanding LIBOR Portions including the LIBOR Portion being requested; then interest charged on the LIBOR Portion requested during the LIBOR Period requested will be based upon on the applicable LIBOR Rate. (bii) The Administrative Borrower Each LIBOR Request shall elect be irrevocable and binding on Borrower. Borrowers shall indemnify each Lender for any loss, penalty or expense incurred by such Lender due to failure on the initial Interest Period part of Borrowers to fulfill, on or before the date specified in any LIBOR Request, the applicable to a LIBOR Rate Loan made conditions set forth in this Agreement or due to the Borrowers by its Notice prepayment of Borrowing given to the Administrative Agent pursuant to Section 2.02(a) or by its notice of conversion given to the Administrative Agent pursuant to Section 2.07(c), as the case may be. The Administrative Borrower shall elect the duration of each succeeding Interest Period by giving irrevocable written notice to the Administrative Agent of such duration not later than 11:00 a.m. (New York time) on the day which is not less than three (3) Business Days applicable LIBOR Portion prior to the last day of the then current Interest Period applicable LIBOR Period, including, without limitation, any loss (including loss of anticipated profits) or expense incurred by reason of the liquidation or redeployment of deposits or other funds acquired by any Lender to fund or maintain the requested LIBOR Portion. (iii) If any Legal Requirement shall (1) make it unlawful for any Lender to fund through the purchase of U.S. dollar deposits any LIBOR Portion or otherwise give effect to its obligations as contemplated under this Section 2.3, or (2) shall impose on any Lender any costs based on or measured by the excess above a specified level of the amount of a category of deposits or other liabilities of any Lender which includes deposits by reference to which the LIBOR Rate is determined 1. Borrowers shall indemnify each Lender against any loss, penalty or expense incurred by such Lender due to liquidation or redeployment of deposits or other funds acquired by such Lender to fund or maintain any LIBOR Portion that is terminated under this paragraph. (iv) Each Lender shall receive payments of amounts of principal of and interest with respect to the LIBOR Portions free and clear of, and without deduction for, any Taxes. If (1) any Lender shall be subject to any Tax in respect of any LIBOR Portion or any part thereof or, (2) Borrowers shall be required to withhold or deduct any Tax from any such amount, such Lender shall provide written notice to Borrowers and Agent of the fact that it is subject to such Tax or the withholding or deduction requirements and the LIBOR Rate applicable to such LIBOR Rate LoanPortion shall be adjusted by Agent on behalf of the affected Lender to reflect all additional costs incurred by such Lender in connection with the payment by such Lender or the withholding by Borrowers of such Tax and Borrowers shall provide such Lender with a statement detailing the amount of any such Tax actually paid by such Borrowers. Determination by Agent on behalf of a Lender of the amount of such costs shall, in the absence of manifest error, be conclusive. If after any such adjustment any part of any Tax paid by any Lender is subsequently recovered by such Lender, such Lender shall reimburse Borrower to the Administrative Agent does not receive timely notice extent of the Interest Period elected amount so recovered. A certificate of an officer of any Lender setting forth the amount of such recovery and the basis therefor shall, in the absence of manifest error, be conclusive. In no event shall Borrowers be required to pay or reimburse Lenders under this subsection 2.3(iv) amounts which are duplicative of amounts paid or reimbursed by the Administrative Borrower, the Administrative Borrower shall be deemed Borrowers to have elected to convert such LIBOR Rate Loan to a Reference Rate Loan, subject to Section 2.07(c) herein belowLenders under subsection 2.3(iii). (cv) The Administrative Borrower may, on In the last Business Day event LIBOR Portions are unavailable to Borrowers for any of the then current Interest Period reasons set forth in Section 2.3(iii) and such reason is not generally applicable to any outstanding LIBOR Rate Loan made to financial institutions or in the Borrowers, or on any Business Day with respect to Revolving Loans event Agent or any portion Lender is subject to any Tax in respect of any LIBOR Portion and such Tax is not generally applicable to financial institutions, Borrowers may prepay the Term Loan Loans in full without paying the prepayment fee specified in Section 2.7; provided that are Reference Rate Loans, convert any such loan into a loan of another type (i.e., a Reference Rate Loan or a LIBOR Rate Loan1) Agent receives an amount equal to all Obligations (other than the fee set forth in Section 2.7) in cash on or before the same aggregate principal amountninetieth (90th) day following Agent's notice under Section 2.3(iii) or 2.3 (iv), provided that (2) the bank or financial institution refinancing the Loans is not affected by the reasons set forth in Section 2.3(iii) or any conversion Tax in respect of a any LIBOR Rate Loan made to the Borrowers not made on the last Business Day loans and (3) no Default or Event of the then current Interest Period applicable to such LIBOR Rate Loan shall be subject to Section 2Default has occurred or is continuing.

Libor Option. (a) In lieu of having interest charged at Upon the rate based upon the Reference Rate, the Borrowers conditions that: (i) Lender shall have the option (the “LIBOR Option”) to have interest on all or a portion of the Loans be charged at a rate of interest based upon the LIBOR Rate. Each Interest Period of received a LIBOR Rate Loan made Request from Borrower at least 3 Business Days prior to Borrowers shall commence on the date such LIBOR Rate Loan is made and shall end on such date as the Borrower may elect as set forth in subsection 2.02(a) above; provided that no Interest Period shall end after the last first day of the Final Maturity Date; providedLIBOR Period requested, further, from and after the Amendment No. 1 Effective Date, notwithstanding anything in this Agreement to the contrary, all Revolving Loans (ii) there shall have occurred no change in applicable law which would make it unlawful for Lender to obtain deposits of U.S. dollars in the London interbank foreign currency deposits market, (iii) as of the date of the LIBOR Request and the first day of the LIBOR Period, there shall exist no Default or Event of Default, (iv) Lender is able to determine the LIBOR Rate in respect of the requested LIBOR Period or Lender is able to obtain deposits of U.S. dollars in the London interbank foreign currency deposits market in the applicable amounts and for the requested LIBOR Period, and (v) as of the first date of the LIBOR Period, there are no more than 6 outstanding LIBOR Portions, including the LIBOR Portion being requested; then interest charged on the LIBOR Portion requested during the LIBOR Period requested will be based upon on the applicable LIBOR Rate. (b) The Administrative Each LIBOR Request shall be irrevocable and binding on Borrower. Borrower shall elect indemnify Lender for any loss, penalty, or expense incurred by Lender due to failure on the initial Interest Period part of Borrower to fulfill, on or before the date specified in any LIBOR Request, the applicable to a LIBOR Rate Loan made conditions set forth in this Agreement or due to the Borrowers by its Notice prepayment of Borrowing given to the Administrative Agent pursuant to Section 2.02(a) or by its notice of conversion given to the Administrative Agent pursuant to Section 2.07(c), as the case may be. The Administrative Borrower shall elect the duration of each succeeding Interest Period by giving irrevocable written notice to the Administrative Agent of such duration not later than 11:00 a.m. (New York time) on the day which is not less than three (3) Business Days applicable LIBOR Portion prior to the last day of the then current Interest Period applicable to such LIBOR Rate Loan. If the Administrative Agent does not receive timely notice Period, including, without limitation, any loss (including loss of anticipated profits) or expense incurred by reason of the Interest Period elected liquidation or redeployment of deposits or other funds acquired by Lender to fund or maintain the Administrative Borrower, the Administrative Borrower shall be deemed to have elected to convert such requested LIBOR Rate Loan to a Reference Rate Loan, subject to Section 2.07(c) herein belowRevolving Credit Portion. (c) The Administrative Borrower mayIf any Legal Requirement shall (i) make it unlawful for Lender to fund through the purchase of U.S. dollar deposits any LIBOR Revolving Credit Portion, or otherwise give effect to its obligations as contemplated under this subsection 2.4, or (ii) shall impose on Lender any costs based on or measured by the excess above a specified level of the amount of a category of deposits or other liabilities of Lender which includes deposits by reference to which the LIBOR Rate is determined as provided herein or a category of extensions of credit or other assets of Lender which includes any LIBOR Portion, or (iii) shall impose on Lender any restrictions on the last Business Day amount of the then current Interest Period applicable to any outstanding LIBOR Rate Loan made to the Borrowers, such a category of liabilities or on any Business Day with respect to Revolving Loans or any portion of the Term Loan that are Reference Rate Loans, convert any such loan into a loan of another type (i.e., a Reference Rate Loan or a LIBOR Rate Loan) in the same aggregate principal amount, provided that any conversion of a LIBOR Rate Loan made to the Borrowers not made on the last Business Day of the then current Interest Period applicable to such LIBOR Rate Loan shall be subject to Section 2.assets which Lender may

Libor Option. (a) In lieu The Borrower may, at any time and from time to time, so long as no Default or Event of having interest charged at the rate based upon the Reference RateDefault has occurred and is continuing, the Borrowers shall have the option (the “LIBOR Option”) elect to have interest on all or a portion of the Loans Term Loan be charged converted to, or continued at (as applicable), a rate of interest based upon the LIBOR Rate. Each Rate (the “LIBOR Option”) by notifying the Administrative Agent prior to 11:00 a.m. (New York City time) at least 3 Business Days prior to (i) in the case of the conversion of a Reference Rate Loan to a LIBOR Rate Loan, the commencement of the proposed Interest Period and (ii) in the case of the continuation of a LIBOR Rate Loan made to Borrowers shall commence on the date such as a LIBOR Rate Loan is made and shall end on such date as the Borrower may elect as set forth in subsection 2.02(a) above; provided that no Interest Period shall end after Loan, the last day of the Final Maturity Date; provided, further, from then current Interest Period (the “LIBOR Deadline”). Notice of the Borrower’s election of the LIBOR Option for a permitted portion of the Term Loan and after the Amendment No. 1 Effective Date, notwithstanding anything in an Interest Period pursuant to this Agreement ‎Section 2.07(a) shall be made by delivery to the contrary, all Revolving Loans shall have interest charged based upon Administrative Agent of a LIBOR Notice prior to the LIBOR RateDeadline. Promptly upon its receipt of each such LIBOR Notice, the Administrative Agent shall provide a copy thereof to each of the Lenders. Each LIBOR Notice shall be irrevocable and binding on the Borrower. If the Borrower fails to timely delivery a LIBOR Notice, then the Term Loan (or the applicable portion thereof) shall be a Reference Rate Loan. If the Borrower timely requests a conversion to, or continuation of a LIBOR Rate Loan in such LIBOR Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. (b) Interest on LIBOR Rate Loans shall be payable in accordance with ‎Section 2.04(c). On the last day of each applicable Interest Period, unless the Borrower has properly exercised the LIBOR Option with respect thereto, the interest rate applicable to such LIBOR Rate Loans automatically shall convert to the rate of interest then applicable to Reference Rate Loans of the same type hereunder. At any time that a Default or an Event of Default has occurred and is continuing, the Borrower no longer shall have the option to request that any portion of the Term Loan bear interest at the LIBOR Rate and the Administrative Agent shall have the right to convert the interest rate on all outstanding LIBOR Rate Loans to the rate of interest then applicable to Reference Rate Loans of the same type hereunder on the last day of the then current Interest Period. (c) Notwithstanding anything to the contrary contained in this Agreement, the Borrower (i) shall have not more than three LIBOR Rate Loans in effect at any given time, and (ii) only may exercise the LIBOR Option for LIBOR Rate Loans of at least $500,000 and integral multiples of $100,000 in excess thereof. (d) The Administrative Borrower shall elect may prepay LIBOR Rate Loans at any time; provided, however, that in the initial event that LIBOR Rate Loans are prepaid on any date that is not the last day of the Interest Period applicable thereto, including as a result of any mandatory prepayment pursuant to a ‎Section 2.05(c) or any application of payments or proceeds of Collateral in accordance with ‎Section 4.03 or for any other reason, including early termination of the term of this Agreement or acceleration of all or any portion of the Obligations pursuant to the terms hereof, the Borrower shall indemnify, defend, and hold the Agents and the Lenders and their participants harmless against any and all Funding Losses in accordance with ‎Section 2.08. (e) Anything to the contrary contained herein notwithstanding, neither any Agent nor any Lender, nor any of their participants, is required actually to acquire eurodollar deposits to fund or otherwise match fund any Obligation as to which interest accrues at the LIBOR Rate. The provisions of this ‎Article II shall apply as if each Lender or its participants had match funded any Obligation as to which interest is accruing at the LIBOR Rate Loan made by acquiring eurodollar deposits for each Interest Period in the amount of the LIBOR Rate Loans. (f) Unless and until a Replacement Rate is implemented in accordance with clause (g) below, if prior to the Borrowers by its Notice commencement of Borrowing given to any Interest Period for any LIBOR Rate Loan, (i) the Administrative Agent pursuant shall have determined that either Dollar deposits are not being offered to Section 2.02(a) banks in the London interbank Eurodollar market for the applicable amount and Interest Period of such LIBOR Rate Loan, or by its notice of conversion given to adequate and reasonable means do not exist for ascertaining LIBOR for such Interest Period, including, without limitation, because the Administrative Agent pursuant determines that either inadequate or insufficient quotations of the London interbank offered rate exist or the use of “LIBOR” has been discontinued (any determination of Administrative Agent to Section 2.07(cbe conclusive and binding absent manifest error), as or (ii) the case may be. The Administrative Borrower Agent shall elect have received notice from the duration Required Lenders that LIBOR does not adequately and fairly reflect the cost to such Lenders of each succeeding making, funding or maintaining their LIBOR Rate Loans for such Interest Period by giving irrevocable Period, then the Administrative Agent shall give written notice to the Borrower and to the Lenders as soon as practicable thereafter. Until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (A) the obligations of such duration not later than 11:00 a.m. the Lenders to make LIBOR Rate Loans, or to continue or convert all or any portion of the outstanding Term Loan as or into LIBOR Rate Loans, shall be suspended and (New York timeB) all or any portion of the Term Loan so affected shall be converted into a Reference Rate Loan on the day which is not less than three (3) Business Days prior to the last day of the then current Interest Period applicable thereto. (g) Notwithstanding anything to the contrary contained herein, if at any time the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (i) the circumstances described in Section 2.07(f)(i) or (f)(ii) have arisen and such circumstances are unlikely to be temporary, (ii) syndicated loans currently being executed, or that include language similar to that contained in Section 2.07(f), are being executed or amended (as applicable), to incorporate or adopt a new benchmark interest rate to replace LIBOR or (iii) the supervisor for the administrator of LIBOR or a Governmental Authority has made a public statement identifying a specific date after which LIBOR shall no longer be used for determining interest rates for loans, then the Administrative Agent, in consultation with the Borrower, shall endeavor to establish an alternate index rate (the “Replacement Rate”) that gives due consideration to the then prevailing market convention for determining a rate of interest for leveraged syndicated loans in the United States at such time, in which case the Replacement Rate shall, subject to the following provisions of this Section 2.07(g), replace such applicable interest rate for all purposes under the Loan Documents unless and until (A) an event described in Section 2.07(f)(i), (f)(ii), (g)(i), (g)(ii) or (g)(iii) occurs with respect to the Replacement Rate or (B) the Required Lenders through the Administrative Agent notify the Borrower that the Replacement Rate does not adequately and fairly reflect the cost to the Lenders of making, funding or maintaining the Term Loan bearing interest at the Replacement Rate. In connection with the establishment and application of the Replacement Rate, this Agreement and the other Loan Documents shall be amended solely with the consent of the Administrative Agent and the Borrower as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 2.07(g). Notwithstanding anything to the contrary in Section 12.02, such amendment shall become effective without any further action or consent of any Lender so long as the Administrative Agent shall not have received, within five (5) Business Days after the date notice such amendment is provided to the Lenders, a written notice from Required Lenders stating that they object to such LIBOR amendment (which amendment shall not be effective prior to the end of such five (5) Business Day notice period). To the extent the Replacement Rate Loanis adopted as contemplated hereby, the Replacement Rate shall be applied in a manner consistent with prevailing market convention; provided that, to the extent no prevailing market convention exists or such prevailing market convention is not administratively feasible for the Administrative Agent, such Replacement Rate shall be applied in a manner as otherwise reasonably determined by the Administrative Agent in consultation with the Borrower. If the Administrative Agent does not receive timely makes a determination described in clause (i), (ii) or (iii) above, until a Replacement Rate has been determined and an amendment with respect thereto has become effective in accordance with the terms and conditions of this paragraph, (x) any notice from a Borrower that requests the conversion of the Interest Period elected by the Administrative Borrowerany Reference Rate Loan to, the Administrative Borrower shall be deemed to have elected to convert such or continuation of any LIBOR Rate Loan to a Reference Rate Loan, subject to Section 2.07(c) herein below. (c) The Administrative Borrower may, on the last Business Day of the then current Interest Period applicable to any outstanding LIBOR Rate Loan made to the Borrowers, or on any Business Day with respect to Revolving Loans or any portion of the Term Loan that are Reference Rate Loans, convert any such loan into a loan of another type (i.e.as, a Reference Rate Loan or a LIBOR Rate Loan) in the same aggregate principal amount, provided that any conversion of a LIBOR Rate Loan made to the Borrowers not made on the last Business Day of the then current Interest Period applicable to such LIBOR Rate Loan shall be subject ineffective, and (y) if any notice of borrowing requests a LIBOR Rate Loan, such requested LIBOR Rate Loan shall be made as a Reference Rate Loan. Notwithstanding anything contained herein to Section 2the contrary, if such Replacement Rate as determined in this paragraph is determined to be less than 1.50% per annum, such rate shall be deemed to be 1.50% per annum for the purposes of this Agreement.

Libor Option. (aA) In lieu of having interest charged at the rate based upon the Reference Base Rate, the Borrowers shall have the option (the “LIBOR Option”) to have interest on all or a portion of the Revolving Loans be charged at a rate of interest based upon the LIBOR Rate. Each Interest Period of If Borrowers previously shall have exercised the LIBOR Option as to all or a LIBOR Rate Loan made to Borrowers shall commence on the date such LIBOR Rate Loan is made and shall end on such date as the Borrower may elect as set forth in subsection 2.02(a) above; provided that no Interest Period shall end after the last day portion of the Final Maturity Date; providedRevolving Loans hereunder, further, from and after except to the Amendment No. 1 Effective Date, notwithstanding anything extent as otherwise provided in this Agreement or if Borrowers shall have notified Administrative Agent in writing before the applicable LIBOR Deadline of its intention to convert such LIBOR Loan into a Base Rate Loan, each LIBOR Loan shall be continued without further action by Borrowers, Administrative Agent or any Lender as a LIBOR Loan with a Calendar Month Interest Period. At any time that an Event of Default has occurred and is continuing, Borrowers no longer shall have the contrary, all option to request that Revolving Loans shall have bear interest charged at a rate based upon the LIBOR RateRate and Administrative Agent shall have the right to convert the interest rate on all outstanding LIBOR Loans to the rate then applicable to Base Rate Loans hereunder. Borrowers may prepay all or part of any LIBOR Loan at any time. (bB) The Administrative Borrower shall Borrowers may, at any time and from time to time, so long as no Event of Default has occurred and is continuing, elect to exercise the initial Interest Period applicable to a LIBOR Rate Loan made to the Borrowers Option by its Notice of Borrowing given to the notifying Administrative Agent pursuant prior to Section 2.02(a) or by its notice of conversion given to the Administrative Agent pursuant to Section 2.07(c), as the case may be. The Administrative Borrower shall elect the duration of each succeeding Interest Period by giving irrevocable written notice to the Administrative Agent of such duration not later than 11:00 a.m. 1:00 P.M. (New York Eastern time) on the day which date that is not less than three at least four (34) Business Days prior to the following (such 1:00 P.M. deadline on the applicable date is referred to as the “LIBOR Deadline”): (i) the effectiveness of Borrowers’ exercise of the LIBOR Option as to all, or a specified portion of, the Loans in the case of any Base Rate Loans to be converted into LIBOR Loans or (ii) the date of the proposed borrowing of a LIBOR Loan from the initial date of such Revolving Loan. Notice of Borrowers’ election of the LIBOR Option for a permitted portion of the Revolving Loans pursuant to this Section shall be made by delivery to Administrative Agent of a Loan Request received by Administrative Agent before the LIBOR Deadline, or by telephonic or email notice received by Administrative Agent before the LIBOR Deadline (to be confirmed by delivery to Administrative Agent of a Notice of Borrowing. (C) The LIBOR Rate for each LIBOR Loan shall be set two (2) Business Days prior to the date of the initial advance of a LIBOR Loan (or, in the case of the exercise of a LIBOR Option with respect to all or part of an outstanding Base Rate Loan, two (2) Business Days prior to the date on which the LIBOR Option is exercised with respect to such Loans). From and after the first day of the next calendar month after the LIBOR Option is exercised and continuing thereafter, except to the extent as otherwise provided in the Agreement or if Borrowers shall have notified Administrative Agent in writing before the applicable LIBOR Deadline of its intention to convert such LIBOR Loan into a Base Rate Loan, the LIBOR Rate shall be adjusted to the LIBOR Rate for a Calendar Month Interest Period determined by Administrative Agent on the second full Business Day next preceding the first day of each calendar month. Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 406 of the Securities Act of 1933, as amended. (D) The LIBOR Rate may be adjusted by Administrative Agent with respect to any Lender on a prospective basis to take into account any additional or increased costs to such Lender of maintaining or obtaining any eurodollar deposits or increased costs, in each case, due to changes in Applicable Law occurring subsequent to the commencement of the then applicable Interest Period, including changes in tax laws (except changes of general applicability in corporate income tax laws) and changes in the reserve requirements imposed by the Board of Governors of the Federal Reserve System (or any successor), which additional or increased costs would increase the cost of funding loans bearing interest at the LIBOR Rate. In any such event, the affected Lender shall give Borrowers and Administrative Agent notice of such a determination and adjustment and Administrative Agent promptly shall transmit the notice to each other Lender and, upon its receipt of the notice from the affected Lender, Borrowers may, by notice to such affected Lender (y) require such Lender to furnish to Borrowers a statement setting forth the basis for adjusting such LIBOR Rate and the method for determining the amount of such adjustment, or (z) repay the LIBOR Rate Loans with respect to which such adjustment is made. (E) In the event that any change in market conditions or any law, regulation, treaty, or directive, or any change therein or in the interpretation of application thereof, shall at any time after the date hereof, in the reasonable opinion of any Lender, make it unlawful or impractical for such Lender to fund or maintain LIBOR Rate Loans or to continue such funding or maintaining, or to determine or charge interest rates at the LIBOR Rate, such Lender shall give notice of such changed circumstances to Administrative Agent and Borrowers and Administrative Agent promptly shall transmit the notice to each other Lender and (y) in the case of any LIBOR Loans of such Lender that are outstanding, the date specified in such Lender’s notice shall be deemed to be the last day of the then current Interest Period of such LIBOR Loans, and interest upon the LIBOR Loans of such Lender thereafter shall accrue interest at the rate then applicable to such LIBOR Base Rate Loan. If the Administrative Agent does not receive timely notice of the Interest Period elected by the Administrative BorrowerLoans, the Administrative and (z) Borrower shall not be deemed entitled to have elected elect the LIBOR Option until such Lender determines that it would no longer be unlawful or impractical to convert such LIBOR Rate Loan to a Reference Rate Loan, subject to Section 2.07(c) herein belowdo so. (cF) The Anything to the contrary contained herein notwithstanding, neither Administrative Borrower may, Agent nor any Lender is required actually to acquire eurodollar deposits to fund or otherwise match fund any Obligation as to which interest accrues based on the last Business Day of the then current Interest Period applicable to any outstanding LIBOR Rate Loan made to the Borrowers, or on any Business Day with respect to Revolving Loans or any portion of the Term Loan that are Reference Rate Loans, convert any such loan into a loan of another type (i.e., a Reference Rate Loan or a LIBOR Rate Loan) in the same aggregate principal amount, provided that any conversion of a LIBOR Rate Loan made to the Borrowers not made on the last Business Day of the then current Interest Period applicable to such LIBOR Rate Loan shall be subject to Section 2Rate.

Libor Option. (a) In lieu 1. The Administrative Borrower may, at any time and from time to time, so long as no Default or Event of having interest charged at the rate based upon the Reference RateDefault has occurred and is continuing, the Borrowers shall have the option (the “LIBOR Option”) elect to have interest on all or a portion of the Loans be charged at a rate of interest based upon the LIBOR Rate. Each Rate (the “LIBOR Option”) by notifying the Agent in writing prior to 11:00 a.m. (New York City time) at least 3 Business Days prior to (i) the proposed borrowing date of a Loan (as provided in Section 2.02), (ii) in the case of the conversion of a Reference Rate Loan to a LIBOR Rate Loan, the commencement of the proposed Interest Period or (iii) in the case of the continuation of a LIBOR Rate Loan made to Borrowers shall commence on the date such as a LIBOR Rate Loan is made and shall end on such date as the Borrower may elect as set forth in subsection 2.02(a) above; provided that no Interest Period shall end after Loan, the last day of the Final Maturity Date; provided, further, from then current Interest Period (the “LIBOR Deadline”). Notice of the Administrative Borrower's election of the LIBOR Option for a permitted portion of the Loans and after the Amendment No. 1 Effective Date, notwithstanding anything in an Interest Period pursuant to this Agreement Section 2.07(a) shall be made by delivery to the contraryAgent of (A) a Notice of Borrowing (in the case of the initial making of a Loan) in accordance with Section 2.02 or (B) a LIBOR Notice prior to the LIBOR ​ ​ Deadline; provided that, election of the LIBOR Option with a 3-month Interest Period shall be automatically deemed made for all Revolving Loans on each LIBOR Deadline for each Interest Period occurring in the Fiscal Years ending December 31, 2020 and December 31, 2021. Promptly upon its receipt of each such LIBOR Notice, the Agent shall notify each of the Lenders thereof. Each LIBOR Notice shall be irrevocable and binding on the Borrowers. 2. Interest on LIBOR Rate Loans shall be payable in accordance with Section 2.04(d). On the last day of each applicable Interest Period, unless the Administrative Borrower properly have interest charged based upon exercised the LIBOR Rate. (b) The Option with respect thereto, the interest rate applicable to such LIBOR Rate Loans automatically shall convert to the rate of interest then applicable to Reference Rate Loans of the same type hereunder. If the Administrative Borrower submits a timely LIBOR Notice, but fails to specify an Interest Period, the Administrative Borrower shall elect the initial be deemed to have elected an Interest Period of one month's duration. At any time that a Default or an Event of Default has occurred and is continuing, the Administrative Borrower no longer shall have the option to request that any portion of the Loans bear interest at the LIBOR Rate and the Agent shall have the right to convert the interest rate on all outstanding LIBOR Rate Loans to the rate of interest then applicable to a LIBOR Reference Rate Loan made to Loans of the Borrowers by its Notice of Borrowing given to the Administrative Agent pursuant to Section 2.02(a) or by its notice of conversion given to the Administrative Agent pursuant to Section 2.07(c), as the case may be. The Administrative Borrower shall elect the duration of each succeeding Interest Period by giving irrevocable written notice to the Administrative Agent of such duration not later than 11:00 a.m. (New York time) on the day which is not less than three (3) Business Days same type hereunder prior to the last day of the then current Interest Period applicable Period. 3. Notwithstanding anything to such the contrary contained in this Agreement, the Borrowers (i) shall have not more than 5 LIBOR Rate LoanLoans in effect at any given time, and (ii) only may exercise the LIBOR Option for LIBOR Rate Loans of at least $500,000 and integral multiples of $100,000 in excess thereof. 4. If The Borrowers may prepay LIBOR Rate Loans at any time; provided, however, that in the Administrative Agent does event that LIBOR Rate Loans are prepaid on any date that is not receive timely notice the last day of the Interest Period elected applicable thereto, including as a result of any mandatory prepayment pursuant to Section 2.05(c) or any application of payments or proceeds of Collateral in accordance with Section 4.03 or Section 4.04 or for any other reason, including early termination of the term of this Agreement or acceleration of all or any portion of the Obligations pursuant to the terms hereof, the Borrowers shall indemnify, defend, and hold the Agent and the Lenders and their participants harmless against any and all Funding Losses in accordance with Section 2.08. 5. Anything to the contrary contained herein notwithstanding, neither the Agent nor any Lender, nor any of their participants, is required actually to acquire eurodollar deposits to fund or otherwise match fund any Obligation as to which interest accrues at the LIBOR Rate. The provisions of this Article II shall apply as if each Lender or its participants had match funded any Obligation as to which interest is accruing at the LIBOR Rate by acquiring eurodollar deposits for each Interest Period in the Administrative Borroweramount of the LIBOR Rate Loans. 6. If prior to the commencement of any Interest Period for any LIBOR Rate Loan, (a) the Agent shall have determined that adequate and reasonable means do not exist for ascertaining LIBOR for such Interest Period, including, without limitation, because the Agent determines that either inadequate or insufficient quotations of the London interbank offered rate exist or the use of “LIBOR” has been discontinued (any determination of Agent to be conclusive and binding absent manifest error), or ​ ​ (b) the Agent shall have received notice from the Required Lenders that LIBOR does not adequately and fairly reflect the cost to such Lenders of making, funding or maintaining their LIBOR Rate Loans for such Interest Period, then the Agent shall give written notice to the Administrative Borrower and to the Lenders as soon as practicable thereafter. Until the Agent shall notify the Administrative Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (A) the obligations of the Lenders to make LIBOR Rate Loans, or to continue or convert outstanding Loans as or into LIBOR Rate Loans, shall be deemed to have elected to convert suspended and (B) all such LIBOR Rate Loan to a affected Loans shall be converted into Reference Rate Loan, subject to Section 2.07(c) herein below. (c) The Administrative Borrower may, Loans on the last Business Day day of the then current Interest Period applicable to any outstanding LIBOR Rate Loan made to the Borrowers, or on any Business Day with respect to Revolving Loans or any portion of the Term Loan that are Reference Rate Loans, convert any such loan into a loan of another type (i.e., a Reference Rate Loan or a LIBOR Rate Loan) in the same aggregate principal amount, provided that any conversion of a LIBOR Rate Loan made to the Borrowers not made on the last Business Day of the then current Interest Period applicable to such LIBOR Rate Loan shall be subject to Section 2thereto.

Libor Option. (a) In lieu of having interest charged at the rate based upon the Reference Rate, the Borrowers shall have the option (the “LIBOR Option”) to have interest on all or a portion of the Loans be charged at a rate of interest based upon the LIBOR Rate. Each Interest Period of a LIBOR Rate Loan made to Borrowers shall commence on the date such LIBOR Rate Loan is made and shall end on such date as the Borrower may elect as set forth in subsection 2.02(a) above; provided that no Interest Period shall end after the last day of the Final Maturity Date; provided, further, from and after the Amendment No. 1 Effective Date, notwithstanding anything in this Agreement to the contrary, all Revolving Loans shall have interest charged based upon the LIBOR Rate. (b) The Administrative Borrower shall elect the initial Interest Period applicable to a LIBOR Rate Loan made to the Borrowers by its Notice of Borrowing given to the Administrative Agent pursuant to Section 2.02(a) or by its notice of conversion given to the Administrative Agent pursuant to Section 2.07(c), as the case may be. The Administrative Borrower shall elect the duration of each succeeding Interest Period by giving irrevocable written notice to the Administrative Agent of such duration not later than 11:00 a.m. (New York time) on the day which is not less than three (3) Business Days prior to the last day of the then current Interest Period applicable to such LIBOR Rate Loan. If the Administrative Agent does not receive timely notice of the Interest Period elected by the Administrative Borrower, the Administrative Borrower shall be deemed to have elected to convert such LIBOR Rate Loan to a Reference Rate Loan, subject to Section 2.07(c) herein below. (c) The Administrative Borrower may, on the last Business Day of the then current Interest Period applicable to any outstanding LIBOR Rate Loan made to the Borrowers, or on any Business Day with respect to Revolving Loans or any portion of the Term Loan that are Reference Rate Loans, convert any such loan into a loan of another type (i.e., a Reference Rate Loan or a LIBOR Rate Loan) in the same aggregate principal amount, provided that any conversion of a LIBOR Rate Loan made to the Borrowers not made on the last Business Day of the then current Interest Period applicable to such LIBOR Rate Loan shall be subject to Section 2.

Libor Option. (a) In lieu Notwithstanding the timing for delivery of having interest charged at the rate based upon the Reference Ratea Notice of Borrowing under Section 2.02(a) hereof, the Borrowers shall have (through the option (the “LIBOR Option”) Administrative Borrower), may, at any time and from time to time, so long as no Default or Event of Default has occurred and is continuing, elect to have interest on all or a portion of the Loans be charged at a rate of interest based upon the LIBOR Rate. Each Rate (the "LIBOR Option") by notifying the Administrative Agent prior to 11:00 a.m. (New York City time) at least 3 Business Days prior to (i) the proposed borrowing date of a Loan (as provided in Section 2.02), (ii) in the case of the conversion of a Reference Rate Loan to a LIBOR Rate Loan, the commencement of the proposed Interest Period or (iii) in the case of the continuation of a LIBOR Rate Loan made to Borrowers shall commence on the date such as a LIBOR Rate Loan is made and shall end on such date as the Borrower may elect as set forth in subsection 2.02(a) above; provided that no Interest Period shall end after Loan, the last day of the Final Maturity Date; then current Interest Period (the "LIBOR Deadline"). Notice of the Borrowers' election of the LIBOR Option for a permitted portion of the Loans and an Interest Period pursuant to this Section 2.07(a) shall be made by delivery to the Administrative Agent of (A) a Notice of Borrowing (in the case of the initial making of a Loan) in accordance with Section 2.02 or (B) a LIBOR Notice prior to the LIBOR Deadline. If a timely notice is provided, furtherbut the Administrative Borrower fails to elect an Interest Period, from the Administrative Borrower will be deemed to have selected an Interest Period of one month. Promptly upon its receipt of each such LIBOR Notice, the Administrative Agent shall notify each of the Lenders. Each LIBOR Notice shall be irrevocable and after binding on the Amendment No. 1 Effective Date, notwithstanding anything in this Agreement to the contrary, all Revolving Loans shall have interest charged based upon the LIBOR RateBorrowers. (b) The Interest on LIBOR Rate Loans shall be payable in accordance with Section 2.04(c). On the last day of each applicable Interest Period, unless the Borrowers (through the Administrative Borrower shall elect Borrower), properly have exercised the initial Interest Period LIBOR Option with respect thereto, the interest rate applicable to a such LIBOR Rate Loan made Loans automatically shall convert to the rate of interest then applicable to Reference Rate Loans of the same type hereunder. At any time that a Default or an Event of Default has occurred and is continuing, the Borrowers by its Notice no longer shall have the option to request that any portion of Borrowing given to the Loans bear interest at the LIBOR Rate and the Administrative Agent pursuant shall have the right to Section 2.02(a) or by its notice of conversion given convert the interest rate on all outstanding LIBOR Rate Loans to the Administrative Agent pursuant rate of interest then applicable to Section 2.07(c), as Reference Rate Loans of the case may be. The Administrative Borrower shall elect the duration of each succeeding Interest Period by giving irrevocable written notice to the Administrative Agent of such duration not later than 11:00 a.m. (New York time) on the day which is not less than three (3) Business Days same type hereunder prior to the last day of the then current Interest Period applicable to such LIBOR Rate Loan. If the Administrative Agent does not receive timely notice of the Interest Period elected by the Administrative Borrower, the Administrative Borrower shall be deemed to have elected to convert such LIBOR Rate Loan to a Reference Rate Loan, subject to Section 2.07(c) herein belowPeriod. (c) Notwithstanding anything to the contrary contained in this Agreement, the Borrowers (i) shall have not more than 5 LIBOR Rate Loans in effect at any given time, and (ii) only may exercise the LIBOR Option for LIBOR Rate Loans of at least $1,000,000 and integral multiples of $100,000 in excess thereof. (d) The Borrowers (through the Administrative Borrower mayBorrower), may prepay LIBOR Rate Loans at any time; provided, however, that in the event that LIBOR Rate Loans are prepaid on any date that is not the last Business Day day of the then current Interest Period applicable thereto, including as a result of any prepayment pursuant to Section 2.05 or any outstanding LIBOR Rate Loan made to application of payments or proceeds of Collateral in accordance with Section 4.03 or Section 4.04 or for any other reason, including early termination of the Borrowers, term of this Agreement or on any Business Day with respect to Revolving Loans acceleration of all or any portion of the Term Loan that are Reference Rate Loans, convert any such loan into a loan of another type (i.e., a Reference Rate Loan or a LIBOR Rate Loan) in the same aggregate principal amount, provided that any conversion of a LIBOR Rate Loan made Obligations pursuant to the terms hereof, the Borrowers not made on shall indemnify, defend, and hold the last Business Day Agents and the Lenders and their participants harmless against any and all Funding Losses in accordance with Section 2.08. (e) Anything to the contrary contained herein notwithstanding, neither any Agent nor any Lender, nor any of their participants, is required actually to acquire eurodollar deposits to fund or otherwise match fund any Obligation as to which interest accrues at the then current Interest Period applicable to such LIBOR Rate Loan shall be subject to Section 2Rate.

Libor Option. The Interest Option shall be exercisable by Borrower, subject to the other limitations set forth herein on Borrower's option to designate a portion of the unpaid principal balance hereof as a LIBOR Rate Loan, only in the manner provided below: (ai) In lieu On the date hereof, Borrower shall give Lenders written notice (an 'INTEREST NOTICE') specifying the initial Interest Option(s) and the respective initial amounts of having interest charged at the rate based upon Contract Rate Loan and the Reference RateLIBOR Rate Loan or LIBOR Rate Loans designated by Borrower; provided, no LIBOR Rate Loan designated by Borrower for any Interest Period shall be less than $500,000.00. If the Borrowers required Interest Notice shall not have the option (the “LIBOR Option”) been timely received by Agent or fails to have interest on designate all or a portion of the Loans be charged at unpaid principal amount hereof as either a rate of interest based upon the LIBOR Rate. Each Interest Period of Contract Rate Loan or a LIBOR Rate Loan made in accordance with the terms and provisions of this Agreement, Borrower shall be deemed conclusively to Borrowers have designated such amounts to be a Contract Rate Loan and to have given Agent notice of such designation. (ii) At least two (2) Business Days prior to the termination of any Interest Period for a LIBOR Rate Loan, Borrower shall commence on give Agent an Interest Notice specifying the date Interest Option which is to be applicable to such LIBOR Rate Loan is made and upon the expiration of such Interest Period. If the required Interest Notice shall end on not have been timely received by Agent prior to the expiration of such date as the Interest Period, Borrower may elect as set forth in subsection 2.02(a) above; provided that no shall be deemed conclusively to have continued such LIBOR Rate Loan for a comparable Interest Period shall end after the last day of the Final Maturity Date; provided, further, from and after the Amendment No. 1 Effective Date, notwithstanding anything in this Agreement to the contrary, all Revolving Loans shall have interest charged based immediately upon the LIBOR Rateexpiration of such Interest Period and to have given Agent notice of such continuation. (biii) The Administrative Borrower shall elect have the initial Interest Period applicable right, exercisable on any Business Day, to convert an eligible portion of the Contract Rate Loan to a LIBOR Rate Loan made to the Borrowers by its giving Agent an Interest Notice of Borrowing given to the Administrative Agent pursuant to Section 2.02(a) or by its notice of conversion given to the Administrative Agent pursuant to Section 2.07(c), as the case may be. The Administrative Borrower shall elect the duration of each succeeding Interest Period by giving irrevocable written notice to the Administrative Agent of such duration not later than 11:00 a.m. (New York time) on the day which is not less than designation at least three (3) Business Days prior to the last day effective date of such exercise; provided, however, the then current Interest Period applicable to such minimum amount of any LIBOR Rate LoanLoan shall be $500,000. If the Administrative Agent does not receive timely notice Additionally, upon termination of the any Interest Period elected by the Administrative BorrowerPeriod, the Administrative Borrower shall be deemed to have elected the right, on any Business Day, to convert all or a portion of such principal amount from the LIBOR Rate Loan to a Reference Contract Rate Loan, subject Loan by giving Agent an Interest Notice of such selection at least three (3) Business Days prior to Section 2.07(c) herein belowthe effective date of such exercise. (civ) The Administrative Borrower may, on may not exercise an Interest Option if the last Business Day day of the then current Interest Period applicable to any outstanding LIBOR Rate Loan made to the Borrowers, or on any Business Day with respect to Revolving Loans or any portion of the Term Loan that are Reference Rate Loans, convert any such loan into a loan of another type (i.e., a Reference Rate Loan or a LIBOR Rate Loan) in the same aggregate principal amount, provided that any conversion of a LIBOR Rate Loan made to the Borrowers not made on the last Business Day of the then current Interest Period applicable to for such LIBOR Rate Loan Loans would be after the Maturity Date. (v) Notwithstanding any provision to the contrary contained herein, there shall not exist or be outstanding at any time more than seven LIBOR Tranches. For purposes of this SECTION 4(b)(v), LIBOR Tranches having different Interest Periods, regardless of whether such loans commence on the same date, shall be subject to Section 2considered separate LIBOR Tranches.

Libor Option. (a) In lieu of having interest charged at the rate based upon the Reference Rate, the Borrowers shall have the option (the “"LIBOR Option”") to have interest on all or a portion of the Loans be charged at a rate of interest based upon the LIBOR Rate. Each Interest Period of a on LIBOR Rate Loan made Loans shall be payable in accordance with Section 2.04(d). On the last day of each applicable Interest Period, unless the Administrative Borrower properly has exercised the LIBOR Option with respect thereto, the interest rate applicable to Borrowers shall commence on the date such LIBOR Rate Loan is made and automatically shall end on such date as convert to the Borrower may elect as set forth in subsection 2.02(a) above; provided that no Interest Period shall end after the last day rate of interest then applicable to Reference Rate Loans of the Final Maturity Date; providedsame type hereunder. At any time that an Event of Default has occurred and is continuing, further, from and after the Amendment No. 1 Effective Date, notwithstanding anything in this Agreement to the contrary, all Revolving Loans Borrowers no longer shall have the option to request that Loans bear interest charged based upon at the LIBOR Rate. (bi) The Administrative Borrower shall may, at any time and from time to time, so long as no Event of Default has occurred and is continuing, elect to exercise the initial Interest Period applicable to a LIBOR Rate Loan made to the Borrowers Option by its Notice of Borrowing given to the notifying Administrative Agent pursuant prior to Section 2.02(a) or by its notice of conversion given to the Administrative Agent pursuant to Section 2.07(c), as the case may be. The Administrative Borrower shall elect the duration of each succeeding Interest Period by giving irrevocable written notice to the Administrative Agent of such duration not later than 11:00 a.m. (New York time) on the day which is not less than three (3) at least 3 Business Days prior to the commencement of the proposed Interest Period (the "LIBOR Deadline"). Notice of the Administrative Borrower's election of the LIBOR Option for a permitted portion of the Loans and an Interest Period pursuant to this Section shall be made by delivery to the Administrative Agent of a LIBOR Notice received by the Administrative Agent before the LIBOR Deadline, or by telephonic notice received by the Administrative Agent before the LIBOR Deadline (to be confirmed by delivery to the Administrative Agent of a LIBOR Notice received by Administrative Agent prior to 5:00 p.m. (New York time) on the same day). Promptly upon its receipt of each such LIBOR Notice, the Administrative Agent shall provide a copy thereof to each of the Lenders having a Revolving Credit Commitment. (ii) Each LIBOR Notice shall be irrevocable and binding on the Borrowers. In connection with each LIBOR Rate Loan, each Borrower shall indemnify, defend, and hold the Agents and the Lenders harmless against any loss, cost, or expense incurred by any Agent or any Lender as a result of (A) the payment of any principal of any LIBOR Rate Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (B) the conversion of any LIBOR Rate Loan other than on the last day of the Interest Period applicable thereto, or (C) the failure to borrow, convert, continue or prepay any LIBOR Rate Loan on the date specified in any LIBOR Notice delivered pursuant hereto (such losses, costs, and expenses, collectively, "Funding Losses"). Funding Losses shall, with respect to any Agent or any Lender, be deemed to equal the amount determined by such Agent or such Lender to be the excess, if any, of (1) the amount of interest that would have accrued on the principal amount of such LIBOR Rate Loan had such event not occurred, at the LIBOR Rate that would have been applicable thereto, for the period from the date of such event to the last day of the then current Interest Period applicable therefor (or, in the case of a failure to such LIBOR Rate Loan. If borrow, convert or continue, for the Administrative Agent does not receive timely notice of period that would have been the Interest Period elected by therefor), minus (2) the Administrative Borroweramount of interest that would accrue on such principal amount for such period at the interest rate which such Agent or such Lender would be offered were it to be offered, at the commencement of such period, Dollar deposits of a comparable amount and period in the London interbank market. A certificate of an Agent or a Lender delivered to the Administrative Borrower setting forth any amount or amounts that such Agent or such Lender is entitled to receive pursuant to this Section 2.09 shall be deemed to conclusive absent manifest error. (iii) The Borrowers shall have elected to convert such not more than 8 LIBOR Rate Loan to a Reference Loans in effect at any given time. The Borrowers only may exercise the LIBOR Option for LIBOR Rate Loan, subject to Section 2.07(c) herein belowLoans of at least $1,000,000 and integral multiples of $100,000 in excess thereof. (c) The Administrative Borrower mayBorrowers may prepay LIBOR Rate Loans at any time; provided, however, that in the event that LIBOR Rate Loans are prepaid on any date that is not the last Business Day day of the then current Interest Period applicable to thereto, including as a result of any outstanding LIBOR Rate Loan made to automatic prepayment through the Borrowersrequired application by the Administrative Agent of proceeds of Collateral in accordance with Section 4.04 or for any other reason, including early termination of the term of this Agreement or on any Business Day with respect to Revolving Loans acceleration of all or any portion of the Term Loan Obligations pursuant to the terms hereof, each Borrower shall indemnify, defend, and hold the Agents and the Lenders and their participants harmless against any and all Funding Losses in accordance with clause (b) above. (i) The LIBOR Rate shall be adjusted by the Administrative Agent with respect to any Lender on a prospective basis to take into account any additional or increased costs to such Lender of maintaining or obtaining any eurodollar deposits or increased costs due to changes in applicable law occurring subsequent to the commencement of the then applicable Interest Period, including changes in tax laws (except changes of general applicability in corporate income tax laws) and changes in the reserve requirements imposed by the Board of Governors of the Federal Reserve System (or any successor), excluding the Reserve Percentage, which additional or increased costs would increase the cost of funding loans bearing interest at the LIBOR Rate. In any such event, the affected Lender shall give the Administrative Borrower and the Administrative Agent notice of such a determination and adjustment and the Administrative Agent promptly shall transmit the notice to each other Lender and, upon its receipt of the notice from the affected Lender, the Administrative Borrower may, by notice to such affected Lender (A) require such Lender to furnish to the Administrative Borrower a statement setting forth the basis for adjusting such LIBOR Rate and the method for determining the amount of such adjustment, or (B) repay the LIBOR Rate Loans with respect to which such adjustment is made (together with any amounts due under clause (b)(ii) above). (ii) In the event that any change in market conditions or any law, regulation, treaty, or directive, or any change therein or in the interpretation of application thereof, shall at any time after the date hereof, in the reasonable opinion of any Lender, make it unlawful or impractical for such Lender to fund or maintain LIBOR Rate Loans or to continue such funding or maintaining, or to determine or charge interest rates at the LIBOR Rate, such Lender shall give notice of such changed circumstances to the Administrative Agent and the Administrative Borrower and the Administrative Agent promptly shall transmit the notice to each other Lender and (A) in the case of any LIBOR Rate Loans of such Lender that are outstanding, the date specified in such Lender's notice shall be deemed to be the last day of the Interest Period of such LIBOR Rate Loans, and interest upon the LIBOR Rate Loans of such Lender thereafter shall accrue interest at the rate then applicable to Loans that are Reference Rate Loans, convert and (B) the Borrowers shall not be entitled to elect the LIBOR Option until such Lender determines that it would no longer be unlawful or impractical to do so. (e) Anything to the contrary contained herein notwithstanding, neither any such loan into a loan Agent, nor any Lender, nor any of another type (i.e.their participants, a Reference Rate Loan is required actually to acquire eurodollar deposits to fund or a otherwise match fund any Obligation as to which interest accrues at the LIBOR Rate. The provisions of this Section shall apply as if each Lender or its participants had match funded any Obligation as to which interest is accruing at the LIBOR Rate Loan) by acquiring eurodollar deposits for each Interest Period in the same aggregate principal amount, provided that any conversion amount of a the LIBOR Rate Loan made to the Borrowers not made on the last Business Day of the then current Interest Period applicable to such LIBOR Rate Loan shall be subject to Section 2Loans.

Libor Option. (a) In lieu of having interest charged at the rate based upon the Reference Base Rate, the Borrowers Borrower shall have the option (the “LIBOR Option”) to have interest on all or a portion of the Revolving Loans be charged at a rate of interest based upon the LIBOR Rate. Each Interest Period of a on LIBOR Rate Loan made to Borrowers Loans shall commence be payable on the date such LIBOR Rate Loan is made and shall end on such date as the Borrower may elect as set forth in subsection 2.02(aearliest of (i) above; provided that no Interest Period shall end after the last day of the Final Maturity Interest Period applicable thereto, (ii) the occurrence of an Event of Default in consequence of which Lender has elected to accelerate the maturity of all or any portion of the Obligations, or (iii) the Termination Date; provided. On the last day of each applicable Interest Period, furtherunless Borrower properly has exercised the LIBOR Option with respect thereto, from and after the Amendment No. 1 Effective Date, notwithstanding anything in this Agreement interest rate applicable to such LIBOR Rate Loan automatically shall convert to the contraryrate of interest then applicable to Base Rate Loans. At any time that an Event of Default has occurred and is continuing, all Borrower no longer shall have the option to request that Revolving Loans shall have bear interest charged at a rate based upon the LIBOR RateRate and Lender shall have the right to convert the interest rate on all outstanding LIBOR Rate Loans to the rate then applicable to Base Rate Loans hereunder. (bi) The Borrower may, at any time and from time to time, so long as no Event of Default has occurred and is continuing, elect to exercise the LIBOR Option by notifying Lender prior to 2:00 p.m. Eastern Time at least three Business Days prior to the commencement of the proposed Interest Period (the “LIBOR Deadline”). Notice of Borrower’s election of the LIBOR Option for a permitted portion of the Revolving Loans and an Interest Period pursuant to this Section shall be made by delivery to Lender of a Notice of Borrowing (in the case of a new Revolving Loan that is to be a LIBOR Rate Loan) or LIBOR Notice (in the case of a conversion to, or continuation of, a LIBOR Rate Loan) executed by Administrative Borrower shall elect received by Lender in writing or via an Approved Electronic Communication before the initial Interest Period applicable LIBOR Deadline, or by telephonic notice received by Lender before the LIBOR Deadline (to be confirmed by delivery to Lender of a LIBOR Notice received by Lender prior to 3:00 p.m. on the same day). (ii) Each LIBOR Notice and Notice of Borrowing with respect to a new Revolving Loan that is to be a LIBOR Rate Loan made shall be irrevocable and binding on Borrower. In connection with each LIBOR Rate Loan, Borrower shall indemnify, defend, and hold Lender harmless against any loss, cost, or expense incurred by Lender as a result of (A) the payment of any principal of any LIBOR Rate Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (B) the conversion of any LIBOR Rate Loan other than on the last day of the Interest Period applicable thereto, or (C) the failure to borrow, convert, continue or prepay any LIBOR Rate Loan on the Borrowers by its date specified in any LIBOR Notice or Notice of Borrowing given delivered pursuant hereto (such losses, costs, and expenses, collectively, “Funding Losses”). Funding Losses shall be deemed to equal the Administrative Agent pursuant amount determined by Lender to Section 2.02(abe the excess, if any, of (1) or by its notice the amount of conversion given to interest that would have accrued on the Administrative Agent pursuant to Section 2.07(c), as the case may be. The Administrative Borrower shall elect the duration of each succeeding Interest Period by giving irrevocable written notice to the Administrative Agent principal amount of such duration LIBOR Rate Loan had such event not later than 11:00 a.m. (New York time) on occurred, at the day which is not less than three (3) Business Days prior LIBOR Rate that would have been applicable thereto, for the period from the date of such event to the last day of the then current Interest Period applicable therefor (or, in the case of a failure to such LIBOR Rate Loan. If borrow, convert, or continue, for the Administrative Agent does not receive timely notice of period that would have been the Interest Period elected by therefor), minus (2) the Administrative Borroweramount of interest that would accrue on such principal amount for such period at the interest rate which Lender would be offered were it to be offered, at the Administrative commencement of such period, Dollar deposits of a comparable amount and period in the London interbank market. A certificate of Lender delivered to Borrower setting forth any amount or amounts that Lender is entitled to receive pursuant to this Section 2.6 shall be conclusive absent manifest error. (iii) Borrower shall be deemed to have elected to convert such not more than 5 LIBOR Rate Loan to a Reference Loans in effect at any given time. Borrower only may exercise the LIBOR Option for LIBOR Rate Loan, subject to Section 2.07(c) herein belowLoans of at least $250,000 and integral multiples of $50,000 in excess thereof. (c) The Administrative Borrower maymay prepay LIBOR Rate Loans at any time; provided, that in the event that LIBOR Rate Loans are prepaid on any date that is not the last Business Day day of the then current Interest Period applicable to thereto for any outstanding LIBOR Rate Loan made to reason, including early termination of the Borrowers, term of this Agreement or on any Business Day with respect to Revolving Loans acceleration of all or any portion of the Term Loan that are Reference Rate LoansObligations pursuant to the terms hereof, convert Borrower shall indemnify, defend, and hold Lender and its Participants harmless against any such loan into a loan of another type and all Funding Losses in accordance with clause (i.e., a Reference Rate Loan or a b)(ii) above. (d) (i) The LIBOR Rate Loan) may be adjusted by Lender on a prospective basis to take into account any additional or increased costs to Lender of maintaining or obtaining any eurodollar deposits or increased costs, in the same aggregate principal amounteach case, provided that any conversion of a LIBOR Rate Loan made due to changes in applicable law occurring subsequent to the Borrowers not made on the last Business Day commencement of the then current applicable Interest Period applicable Period, including any Change in Law (including any changes in tax laws (except changes of general applicability in corporate income tax laws) and changes in the reserve requirements imposed by the Board of Governors), which additional or increased costs would increase the cost of funding or maintaining loans bearing interest at the LIBOR Rate. In any such event, Lender shall give Borrower notice of such a determination and adjustment not less than ten days prior to the effective date thereof and, upon its receipt of the notice from Lender, Borrower may, by notice to Lender (x) require Lender to furnish to Borrower a statement setting forth in reasonable detail the basis for adjusting such LIBOR Rate Loan shall be subject and the method for determining the amount of such adjustment, or (y) repay the LIBOR Rate Loans of Lender with respect to which such adjustment is made (together with any amounts due under Section 22.6(b)(ii)).

Libor Option. (a) In lieu of having interest charged at the rate based upon the Reference Rate, the Borrowers Borrower shall have the option (the “"LIBOR Option”") to have interest on all or a portion of the Loans be charged at a rate of interest based upon the LIBOR Rate. Each Interest Period of a LIBOR Rate Loan made to Borrowers the Borrower shall commence on the date such LIBOR Rate Loan is made and shall end on such date as the Borrower may elect as set forth in subsection 2.02(a) above; provided that no Interest Period shall end after the last day of the Final Maturity Date; provided. If an Event of Default occurs and is continuing, furtherthe Agent may, from on the last Business Day of the then current Interest Period applicable to any outstanding LIBOR Rate Loan, convert such loan into a Reference Rate Loan and after the Amendment No. 1 Effective Date, notwithstanding anything in this Agreement to the contrary, all Revolving no further LIBOR Rate Loans shall have interest charged based upon be available during the LIBOR Ratecontinuance of such Event of Default. (b) The Administrative Borrower shall elect the initial Interest Period applicable to a LIBOR Rate Loan made to the Borrowers Borrower by its Notice of Borrowing given to the Administrative Agent pursuant to Section 2.02(a) or by its notice of conversion given to the Administrative Agent pursuant to Section 2.07(c), as the case may be. The Administrative Borrower shall elect the duration of each succeeding Interest Period by giving irrevocable written notice to the Administrative Agent of such duration not later than 11:00 a.m. 1:00 p.m. (New York City time) on the day which is not less than three (3) Business Days prior to the last day of the then current Interest Period applicable to such LIBOR Rate Loan. If the Administrative Agent does not receive timely notice of the Interest Period elected by the Administrative Borrower, the Administrative Borrower shall be deemed to have elected to convert such LIBOR Rate Loan to a Reference LIBOR Rate LoanLoan with a one-month Interest Period, subject to Section 2.07(c) herein below. (c) The Administrative Borrower may, on the last Business Day of the then current Interest Period applicable to any outstanding LIBOR Rate Loan made to the BorrowersBorrower, or on any Business Day with respect to Revolving Loans or any portion of the Term Loan that are Reference Rate Loans, convert any such loan into a loan of another type (i.e., a Reference Rate Loan or a LIBOR Rate Loan) in the same aggregate principal amount, provided that any conversion of a LIBOR Rate Loan made to the Borrowers Borrower not made on the last Business Day of the then current Interest Period applicable to such LIBOR Rate Loan shall be subject to Section 2.07(e). If the Borrower desires to convert a Loan, the Borrower shall give the Administrative Agent a Notice of Borrowing by no later than 4:00 p.m. (New York City time) (i) on the day which is three (3) Business Days' prior to the date on which such conversion is to occur with respect to a conversion from a Reference Rate Loan to a LIBOR Rate Loan, or (ii) on the day which is one (1) Business Day prior to the date on which such conversion is to occur with respect to a conversion from a LIBOR Rate Loan to a Reference Rate Loan, specifying, in each case, the date of such conversion, the Loans to be converted and if the conversion is from a Reference Rate Loan to a LIBOR Rate Loan, the duration of the first Interest Period therefor. (d) Subject to Section 2.05(b), the Borrower may prepay the LIBOR Rate Loans in whole at any time or in part from time to time, together with accrued interest on the principal being prepaid to the date of such repayment in the case of any LIBOR Rate Loan made to it, and the Borrower shall specify the date of prepayment of Loans which are LIBOR Rate Loans, the Loan to which such prepayment is to be applied and the amount of such prepayment. In the event that any prepayment of a LIBOR Rate Loan is required or permitted on a date other than the last Business Day of the then-current Interest Period with respect thereto, the Borrower shall indemnify the Administrative Agent and Lenders therefor in accordance with Section 2.07(e) hereof. (e) The Borrower shall indemnify the Agents and Lenders and hold the Agents and Lenders harmless from and against any and all losses, costs or expenses, excluding the loss of any margin, including any margin that would apply as a result of any interest rate floor, above the LIBOR Rates (such losses, costs and expenses, collectively, "Funding Losses") that the Agents and Lenders may sustain or incur as a consequence of any mandatory or voluntary prepayment, conversion of or any default by the Borrower in the payment of the principal of or interest on any LIBOR Rate Loan or failure by the Borrower to complete a borrowing of, a prepayment of or conversion of or to a LIBOR Rate Loan after notice thereof has been given, including, but not limited to, any interest payable by the Agents or Lenders to lenders of funds obtained by it in order to make or maintain its LIBOR Rate Loans hereunder (it being agreed that the Agents and Lenders shall be entitled to such indemnification on such basis solely to the extent they have actually obtained such funds to make or maintain its LIBOR Rate Loans hereunder and incurred such losses, costs, or expenses). A certificate as to any additional amounts payable pursuant to the foregoing sentence submitted by any Agent or any Lender to the Borrower shall be conclusive absent manifest error. (f) Notwithstanding any other provision hereof, if any Requirement of Law, or any Change in Law, shall make it unlawful for any Lender (for purposes of this subsection (f), the term "Lender" shall include any Lender and the office or branch where any Lender or any corporation or bank controlling such Lender makes or maintains any LIBOR Rate Loans) to make or maintain its LIBOR Rate Loans, the obligation of Lenders to make LIBOR Rate Loans hereunder shall forthwith be cancelled and the Borrower shall, if any affected LIBOR Rate Loans are then outstanding, promptly upon request from the Administrative Agent, either pay all such affected LIBOR Rate Loans or convert such affected LIBOR Rate Loans into loans of another type. If any such payment or conversion of any LIBOR Rate Loan is made on a day that is not the last day of the Interest Period applicable to such LIBOR Rate Loan, the Borrower shall pay the Administrative Agent, upon the Administrative Agent's request, such amount or amounts as may be necessary to compensate Lenders for any Funding Losses sustained or incurred by Lenders in respect of such LIBOR Rate Loan as a result of such payment or conversion in accordance with Section 2.07(e). A certificate as to any additional amounts payable pursuant to the foregoing sentence submitted by any Agent or any Lender to the Borrower shall be conclusive absent manifest error. (g) In the event that any Agent or any Lender shall have reasonably determined that: (i) reasonable means do not exist for ascertaining the LIBOR Rate applicable pursuant to Section 2.02(a) hereof for any Interest Period; or (ii) dollar deposits in the relevant amount and for the relevant maturity are not available in the London interbank LIBOR market, with respect to an outstanding LIBOR Rate Loan, a proposed LIBOR Rate Loan, or a proposed conversion of a Reference Rate Loan into a LIBOR Rate Loan, (iii) a Default or an Event of Default has occurred and is continuing, then upon notice of the same being given to the Administrative Agent, the Administrative Agent shall give the Borrower prompt written, telephonic or electronic notice of such determination. If such notice is given, (i) any such requested LIBOR Rate Loan shall be made as a Reference Rate Loan, unless the Borrower shall notify the Administrative Agent no later than 1:00 p.m. (New York City time) two (2) Business Days prior to the date of such proposed borrowing, that its request for such borrowing shall be cancelled or made as an unaffected type of LIBOR Rate Loan, (ii) any Reference Rate Loan or LIBOR Rate Loan which was to have been converted to an affected type of LIBOR Rate Loan shall be continued as or converted into a Reference Rate Loan, or, if the Borrower shall notify the Administrative Agent, no later than 11:00 a.m. (New York time) two (2) Business Days prior to the proposed conversion, shall be maintained as an unaffected type of LIBOR Rate Loan, and (iii) any outstanding affected LIBOR Rate Loans shall be converted into a Reference Rate Loan at the end of the applicable Interest Period. Until such notice has been withdrawn, Lenders shall have no obligation to make an affected type of LIBOR Rate Loan or maintain outstanding affected LIBOR Rate Loans and the Borrower shall not have the right to convert a Reference Rate Loan or an unaffected type of LIBOR Rate Loan into an affected type of LIBOR Rate Loan. (h) Anything to the contrary contained herein notwithstanding, neither any Agent nor any Lender, nor any of their participants, is required actually to acquire eurodollar deposits to fund or otherwise match fund any Obligation as to which interest accrues at the LIBOR Rate.

Libor Option. (a) In lieu The Borrowers may, at any time and from time to time, so long as no Default or Event of having interest charged at the rate based upon the Reference RateDefault has occurred and is continuing, the Borrowers shall have the option (the “LIBOR Option”) elect to have interest on all or a portion of the Loans be charged at a rate of interest based upon the LIBOR Rate. Each Rate (the “LIBOR Option”) by notifying the Administrative Agent prior to 11:00 a.m. (New York City time) at least 3 Business Days prior to (i) the proposed borrowing date of a Loan (as provided in Section 2.02), (ii) in the case of the conversion of a Reference Rate Loan to a LIBOR Rate Loan, the commencement of the proposed Interest Period or (iii) in the case of the continuation of a LIBOR Rate Loan made to Borrowers shall commence on the date such as a LIBOR Rate Loan is made and shall end on such date as the Borrower may elect as set forth in subsection 2.02(a) above; provided that no Interest Period shall end after Loan, the last day of the Final Maturity Date; provided, further, from then current Interest Period (the “LIBOR Deadline”). Notice of the Borrowers’ election of the LIBOR Option for a permitted portion of the Loans and after the Amendment No. 1 Effective Date, notwithstanding anything in an Interest Period pursuant to this Agreement Section 2.07(a) shall be made by delivery to the contrary, all Revolving Loans shall have interest charged based upon Administrative Agent of (A) a Notice of Borrowing (in the case of the initial making of a Loan) in accordance with Section 2.02 or (B) a LIBOR Notice prior to the LIBOR RateDeadline (or by telephonic notice received by the Administrative Agent before the LIBOR Deadline (to be confirmed by delivery to the Administrative Agent of a LIBOR Notice received by the Administrative Agent prior to 5:00 p.m. (New York City time) on the same day)). Promptly upon its receipt of each such LIBOR Notice, the Administrative Agent shall provide a copy thereof to each of the Lenders. Each LIBOR Notice shall be irrevocable and binding on the Borrowers. (b) The Administrative Borrower Interest on LIBOR Rate Loans shall elect be payable in accordance with Section 2.04(d). On the initial last day of each applicable Interest Period Period, unless the Borrowers properly have exercised the LIBOR Option with respect thereto, the interest rate applicable to a such LIBOR Rate Loan made Loans automatically shall convert to the rate of interest then applicable to Reference Rate Loans of the same type hereunder. At any time that a Default or an Event of Default has occurred and is continuing, the Borrowers by its Notice no longer shall have the option to request that any portion of Borrowing given to the Loans bear interest at the LIBOR Rate and the Administrative Agent pursuant shall have the right to Section 2.02(a) or by its notice of conversion given convert the interest rate on all outstanding LIBOR Rate Loans to the Administrative Agent pursuant rate of interest then applicable to Section 2.07(c), as Reference Rate Loans of the case may be. The Administrative Borrower shall elect the duration of each succeeding Interest Period by giving irrevocable written notice to the Administrative Agent of such duration not later than 11:00 a.m. (New York time) on the day which is not less than three (3) Business Days same type hereunder prior to the last day of the then current Interest Period applicable to such LIBOR Rate Loan. If the Administrative Agent does not receive timely notice of the Interest Period elected by the Administrative Borrower, the Administrative Borrower shall be deemed to have elected to convert such LIBOR Rate Loan to a Reference Rate Loan, subject to Section 2.07(c) herein belowPeriod. (c) Notwithstanding anything to the contrary contained in this Agreement, the Borrowers (i) shall have not more than 5 LIBOR Rate Loans in effect at any given time, and (ii) only may exercise the LIBOR Option for LIBOR Rate Loans of at least $500,000 and integral multiples of $100,000 in excess thereof. (d) The Administrative Borrower mayBorrowers may prepay LIBOR Rate Loans at any time; provided, however, that in the event that LIBOR Rate Loans are prepaid on any date that is not the last Business Day day of the then current Interest Period applicable thereto, including as a result of any mandatory prepayment pursuant to Section 2.05(c) or any outstanding LIBOR Rate Loan made to application of payments or proceeds of Collateral in accordance with Section 4.03 or Section 4.04 or for any other reason, including early termination of the Borrowers, term of this Agreement or on any Business Day with respect to Revolving Loans acceleration of all or any portion of the Term Loan that are Reference Obligations pursuant to the terms hereof, the Borrowers shall indemnify, defend, and hold the Agents and the Lenders and their participants harmless against any and all Funding Losses in accordance with Section 2.08. (e) Anything to the contrary contained herein notwithstanding, neither any Agent nor any Lender, nor any of their participants, is required actually to acquire eurodollar deposits to fund or otherwise match fund any Obligation as to which interest accrues at the LIBOR Rate. The provisions of this Article II shall apply as if each Lender or its participants had match funded any Obligation as to which interest is accruing at the LIBOR Rate by acquiring eurodollar deposits for each Interest Period in the amount of the LIBOR Rate Loans, convert any such loan into a loan of another type (i.e., a Reference Rate Loan or a LIBOR Rate Loan) in the same aggregate principal amount, provided that any conversion of a LIBOR Rate Loan made to the Borrowers not made on the last Business Day of the then current Interest Period applicable to such LIBOR Rate Loan shall be subject to Section 2.

Libor Option. (ai) In lieu of having interest charged at the a rate based upon the Reference Prime Rate, the Borrowers Borrower shall have the option (the “LIBOR Option”) to have interest on all or a portion of the Revolving Loans accrue interest at the LIBOR Rate plus 0.65 percentage points (sixty-five basis points). Borrower shall request such LIBOR Rate by delivering to Lender a LIBOR Loan Pricing Worksheet with respect thereto. The LIBOR Loan Pricing Worksheet shall be received by Lender no later than 11:00 a.m. (California time) on the same Business Day such LIBOR Rate Loan shall occur. Any LIBOR Loan Pricing Worksheet received by Lender after 11:00 a.m. (California time) shall not be considered by Lender until the next Business Day. (ii) Interest on each LIBOR Rate Loan shall be payable on the earlier to occur of (i) the last day of the Interest Period applicable thereto, and (ii) if the Interest Period has a duration of more than one month, on the last day of each one (1) month interval that occurs during such Interest Period from the first day of such Interest Period. Interest on each LIBOR Rate Loan shall be calculated on the basis of a 360-day year for the actual number of days elapsed. (iii) Borrower may from time to time submit in writing a request that Prime Rate Loans be charged at a rate converted to LIBOR Rate Loans or that any existing LIBOR Rate Loans be continued for an additional Interest Period. Such request shall specify the amount of interest based upon the Prime Rate Loans which will constitute LIBOR RateRate Loans (subject to the limits set forth below) and the Interest Period to be applicable to such LIBOR Rate Loans. Each Interest Period written request for a conversion to a LIBOR Rate Loan or a continuation of a LIBOR Rate Loan made shall be substantially in the form of a LIBOR Loan Pricing Worksheet and received by Lender no later than 11:00 a.m. (California time) at least one (1) Business Day prior to Borrowers the Business Day such conversion or continuation shall commence on occur provided that: (A) no Default or Event of Default exists; (B) Borrower shall have complied with such customary procedures as Lender has established from time to time for Borrower’s requests for LIBOR Rate Loans; (C) the amount of a LIBOR Rate Loan shall be $100,000.00 or such greater amount which is an integral multiple of $10,000.00; (D) no more than seven (7) LIBOR Rate Loans are outstanding; and (E) Lender shall have determined that the Interest Period or LIBOR Rate is available to Lender and can be readily determined as of the date of the request for such LIBOR Rate Loan. (iv) Any request by Borrower to convert Prime Rate Loans to LIBOR Rate Loans or continue any existing LIBOR Rate Loans shall be irrevocable. Notwithstanding anything to the contrary contained herein, Lender shall not be required to purchase United States Dollar deposits in the London interbank market or other applicable LIBOR Rate market to fund any LIBOR Rate Loans, but the provisions hereof shall be deemed to apply as if Lender had purchased such deposits to fund the LIBOR Rate Loans. (v) Each LIBOR Rate Loan is made and shall end automatically convert to a Prime Rate Loan on such date as the Borrower may elect as set forth in subsection 2.02(a) above; provided that no Interest Period shall end after the last day of the Final Maturity Date; providedapplicable Interest Period, further, from unless Lender has received and after the Amendment No. 1 Effective Date, notwithstanding anything in this Agreement to the contrary, all Revolving Loans shall have interest charged based upon the LIBOR Rate. approved a duly Citibank (b) The Administrative Borrower shall elect the initial Interest Period applicable to a LIBOR Rate Loan made to the Borrowers by its Notice of Borrowing given to the Administrative Agent pursuant to Section 2.02(a) or by its notice of conversion given to the Administrative Agent pursuant to Section 2.07(cWest), as the case may be. The Administrative Borrower shall elect the duration of each succeeding Interest Period by giving irrevocable written notice to the Administrative Agent of such duration not FSB Business Loan Agreement completed LIBOR Loan Pricing Worksheet no later than 11:00 a.m. (New York California time) on the day which is not less than three at least one (31) Business Days Day prior to the such last day of the existing Interest Period in accordance with the terms hereof. After the occurrence of an Event of Default (i) Lender may determine not to permit Borrower to incur any LIBOR Rate Loans or convert any Prime Rate Loans into LIBOR Rate Loans and (ii) any LIBOR Rate Loans outstanding at such time shall, at Lender’s option, (x) convert to Prime Rate Loans; provided that Borrower shall not be responsible for any LIBOR Breakage Costs resulting from such conversion or (y) expire at the then current Interest Period applicable to such LIBOR Rate LoanLoans and then be continued as Prime Rate Loans. If the Administrative Agent does not receive timely notice Unless as provided above, Borrower agrees to pay to Lender, upon demand by Lender (or Lender may, at its option, charge Borrower’s Loan Account) any amounts required to compensate Lender for any loss (including loss of anticipated profits), cost or expense incurred by such person, as a result of the Interest Period elected by the Administrative Borrower, the Administrative Borrower shall be deemed to have elected to convert such conversion of LIBOR Rate Loan Loans to a Reference Prime Rate Loan, subject Loans pursuant to Section 2.07(c) herein belowany of the foregoing. (cvi) The Administrative Borrower mayIf for any reason (including voluntary or mandatory prepayment or acceleration), on the last Business Day Lender receives all or part of the then current Interest Period applicable to any outstanding LIBOR Rate Loan made to the Borrowers, or on any Business Day with respect to Revolving Loans or any portion of the Term Loan that are Reference Rate Loans, convert any such loan into a loan of another type (i.e., a Reference Rate Loan or a LIBOR Rate Loan) in the same aggregate principal amount, provided that any conversion amount of a LIBOR Rate Loan made prior to the Borrowers last day of the Interest Period for such Revolving Loan, Borrower shall immediately notify Borrower’s account officer at Lender and, on demand by Lender, pay Lender the amount (if any) by which (i) the additional interest which would have been payable on the amount so received had it not made been received until the last day of such Interest Period exceeds (ii) the interest which would have been recoverable by Lender by placing the amount so received on deposit in the certificate of deposit markets or the offshore currency interbank markets or United States Treasury investment products, as the case may be, for a period starting on the date on which it was so received and ending on the last Business Day day of such Interest Period at the interest rate determined by Lender in its reasonable discretion. Lender’s determination as to such amount shall be conclusive absent manifest error. (vii) Borrower shall pay to Lender, upon demand by Lender, from time to time such amounts as Lender may determine to be necessary to compensate it for any costs incurred by Lender that Lender determines are attributable to its making or maintaining of any amount receivable by Lender hereunder in respect of any Revolving Loans relating thereto (such increases in costs and reductions in amounts receivable being herein called “Additional Costs”), in each case resulting from any Regulatory Change which: (A) changes the basis of taxation of any amounts payable to Lender under this Agreement with respect of any Revolving Loans (other than changes which affect franchise, capital, branch profit taxes or taxes measured by or imposed on the overall net income of Lender); or (B) imposes or modifies any reserve, special deposit or similar requirements relating to any extensions of credit or other assets of, or any deposits with or other liabilities of Lender (including any Revolving Loans or any deposits referred to in the definition of “LIBOR Base Rate”); or (C) imposes any other condition affecting this Section 3.2(vii) (or any of such extensions of credit or liabilities). Lender will notify Borrower of any event occurring after the date of this Agreement which will entitle Lender to compensation pursuant to this Section 3.2(vii) as promptly as practicable after it obtains knowledge thereof and determines to request such compensation. Lender will furnish Borrower with a statement setting forth the basis and amount of each request by Lender for compensation under this Section 3.2(vii). Determinations and allocations by Lender for purposes of this Section 3.2(vii) of the effect of any Regulatory Change on its costs of maintaining its obligations to make Revolving Loans or of making or maintaining Revolving Loans or on amounts receivable by it in respect of Revolving Loans, and of the additional amounts required to compensate Lender in respect of any Additional Costs, shall be conclusive absent manifest error. (viii) Borrower shall pay to Lender, upon the request of Lender, such amount or amounts as shall be sufficient (in the sole good faith opinion of such Lender) to compensate it for any Citibank (West), FSB Business Loan Agreement LIBOR Breakage Costs, unless such LIBOR Breakage Costs are due solely from Lender’s failure to make a Revolving Loan specified in a notice of borrowing pursuant to the terms of this Agreement. (ix) If Lender shall determine that the adoption or implementation of any applicable law, rule, regulation or treaty regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by Lender in any respect, with any directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on capital of Lender or any person or entity controlling Lender (a “Lender Parent”) as a consequence of its obligations hereunder to a level below that which Lender (or its Lender Parent) could have achieved but for such adoption, change or compliance (taking into consideration its policies with respect to capital adequacy) by an amount deemed by Lender to be material, then current from time to time, within 15 days after demand by Lender, Borrower shall pay to Lender such additional amount or amounts as will compensate Lender for such reduction. A statement of Lender claiming compensation under this Section and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive, absent manifest error. (x) If at any time Lender, in its sole and absolute discretion, determines that: (i) the amount of the LIBOR Rate Loans for periods equal to the corresponding Interest Period Periods are not available to Lender in the offshore currency interbank markets, or (ii) the LIBOR Rate does not accurately reflect the cost to Lender of lending the LIBOR Rate Loan, then Lender shall promptly give notice thereof to Borrower, and upon the giving of such notice Lender’s obligation to make the LIBOR Rate Loans shall terminate, unless Lender and Borrower agree in writing to a different interest rate applicable to such LIBOR Rate Loan Loans. If it shall be subject become unlawful for Lender to Section 2continue to fund or maintain any Revolving Loans, or to perform its obligations hereunder, upon demand by Lender, Borrower shall prepay the Revolving Loans in full with accrued interest thereon and all other amounts payable by Borrower hereunder.

Libor Option. (a) In lieu The Administrative Borrower may, at any time and from time to time, so long as no Default or Event of having interest charged at the rate based upon the Reference RateDefault has occurred and is continuing, the Borrowers shall have the option (the “LIBOR Option”) elect to have interest on all or a portion of the Loans be charged at a rate of interest based upon the LIBOR Rate. Each Rate (the "LIBOR Option") by notifying the Administrative Agent prior to 11:00 a.m. (New York City time) at least 3 Business Days prior to (i) the proposed borrowing date of a Loan (as provided in Section 2.02), (ii) in the case of the conversion of a Reference Rate Loan to a LIBOR Rate Loan, the commencement of the proposed Interest Period or (iii) in the case of the continuation of a LIBOR Rate Loan made to Borrowers shall commence on the date such as a LIBOR Rate Loan is made and shall end on such date as the Borrower may elect as set forth in subsection 2.02(a) above; provided that no Interest Period shall end after Loan, the last day of the Final Maturity Date; provided, further, from then current Interest Period (the "LIBOR Deadline"). Notice of the Borrowers' election of the LIBOR Option for a permitted portion of the Loans and after the Amendment No. 1 Effective Date, notwithstanding anything in an Interest Period pursuant to this Agreement Section 2.07(a) shall be made by delivery to the contrary, all Revolving Loans shall have interest charged based upon Administrative Agent of (A) a Notice of Borrowing (in the case of the initial making of a Loan) in accordance with Section 2.02 or (B) a LIBOR Notice prior to the LIBOR RateDeadline. Promptly upon its receipt of each such LIBOR Notice, the Administrative Agent shall provide a copy thereof to each of the Lenders. Each LIBOR Notice shall be irrevocable and binding on the Borrowers. (b) The Interest on LIBOR Rate Loans shall be payable in accordance with Section 2.04(d). On the last day of each applicable Interest Period, unless the Borrowers properly have exercised the LIBOR Option with respect thereto, the interest rate applicable to such LIBOR Rate Loans automatically shall convert to the rate of interest then applicable to Reference Rate Loans of the same type hereunder. If the Administrative Borrower shall elect the initial timely requests a conversion to, or continuation of LIBOR Rate Loans in such LIBOR Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period applicable of one month. At any time that a Default or an Event of Default has occurred and is continuing, the Borrowers no longer shall have the option to a request that any portion of the Loans bear interest at the LIBOR Rate Loan made to the Borrowers by its Notice of Borrowing given to and the Administrative Agent pursuant shall have the right to Section 2.02(a) or by its notice of conversion given convert the interest rate on all outstanding LIBOR Rate Loans to the Administrative Agent pursuant rate of interest then applicable to Section 2.07(c), as Reference Rate Loans of the case may be. The Administrative Borrower shall elect the duration of each succeeding Interest Period by giving irrevocable written notice to the Administrative Agent of such duration not later than 11:00 a.m. (New York time) on the day which is not less than three (3) Business Days same type hereunder prior to the last day of the then current Interest Period applicable to such LIBOR Rate Loan. If the Administrative Agent does not receive timely notice of the Interest Period elected by the Administrative Borrower, the Administrative Borrower shall be deemed to have elected to convert such LIBOR Rate Loan to a Reference Rate Loan, subject to Section 2.07(c) herein belowPeriod. (c) Notwithstanding anything to the contrary contained in this Agreement, the Borrowers (i) shall have not more than 5 LIBOR Rate Loans in effect at any given time, and (i) only may exercise the LIBOR Option for LIBOR Rate Loans of at least $500,000 and integral multiples of $100,000 in excess thereof. (d) The Borrowers may prepay LIBOR Rate Loans at any time; provided, however, that in the event that LIBOR Rate Loans are prepaid on any date that is not the last day of the Interest Period applicable thereto, including as a result of any mandatory prepayment pursuant to Section 2.05(c) or any application of payments or proceeds of Collateral in accordance with Section 4.03 or Section 4.04 or for any other reason, including early termination of the term of this Agreement or acceleration of all or any portion of the Obligations pursuant to the terms hereof, the Borrowers shall indemnify, defend, and hold the Agents and the Lenders and their participants harmless against any and all Funding Losses in accordance with Section 2.08. (e) Anything to the contrary contained herein notwithstanding, neither any Agent nor any Lender, nor any of their participants, is required actually to acquire eurodollar deposits to fund or otherwise match fund any Obligation as to which interest accrues at the LIBOR Rate. The provisions of this Article II shall apply as if each Lender or its participants had match funded any Obligation as to which interest is accruing at the LIBOR Rate by acquiring eurodollar deposits for each Interest Period in the amount of the LIBOR Rate Loans. (f) Unless and until a Replacement Rate is implemented in accordance with clause (g) below, if prior to the commencement of any Interest Period for any LIBOR Rate Loan, (i) the Administrative Agent shall have determined that either Dollar deposits are not being offered to banks in the London interbank Eurodollar market for the applicable amount and Interest Period of such Loan, or adequate and reasonable means do not exist for ascertaining LIBOR for such Interest Period, including, without limitation, because the Administrative Agent determines that either inadequate or insufficient quotations of the London interbank offered rate exist or the use of "LIBOR" has been discontinued (any determination of Administrative Agent to be conclusive and binding absent manifest error), or (ii) the Administrative Agent shall have received notice from the Required Lenders that LIBOR does not adequately and fairly reflect the cost to such Lenders of making, funding or maintaining their LIBOR Rate Loans for such Interest Period, then the Administrative Agent shall give written notice to the Administrative Borrower mayand to the Lenders as soon as practicable thereafter. Until the Administrative Agent shall notify the Administrative Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (A) the obligations of the Lenders to make LIBOR Rate Loans, or to continue or convert outstanding Loans as or into LIBOR Rate Loans, shall be suspended and (B) all such affected Loans shall be converted into Reference Rate Loans on the last Business Day day of the then current Interest Period applicable thereto. (g) Notwithstanding anything to the contrary contained herein, if at any outstanding time the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (i) the circumstances described in Section 2.07(f)(i) or (f)(ii) have arisen and such circumstances are unlikely to be temporary, (ii) syndicated loans currently being executed, or that include language similar to that contained in Section 2.07(f), are being executed or amended (as applicable), to incorporate or adopt a new benchmark interest rate to replace LIBOR or (iii) the supervisor for the administrator of LIBOR or a Governmental Authority has made a public statement identifying a specific date after which LIBOR shall no longer be used for determining interest rates for loans, then the Administrative Agent, in consultation with the Administrative Borrower, shall endeavor to establish an alternate index rate (the "Replacement Rate") that gives due consideration to the then prevailing market convention for determining a rate of interest for leveraged syndicated loans in the United States at such time, in which case the Replacement Rate shall, subject to the following provisions of this Section 2.07(g), replace such applicable interest rate for all purposes under the Loan Documents unless and until (A) an event described in Section 2.07(f)(i), (f)(ii), (g)(i), (g)(ii) or (g)(iii) occurs with respect to the Replacement Rate or (B) the Required Lenders through the Administrative Agent notify the Administrative Borrower that the Replacement Rate does not adequately and fairly reflect the cost to the Lenders of making, funding or maintaining the Loans bearing interest at the Replacement Rate. In connection with the establishment and application of the Replacement Rate, this Agreement and the other Loan Documents shall be amended solely with the consent of the Administrative Agent and the Administrative Borrower as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 2.07(g). Notwithstanding anything to the contrary in Section 12.02, such amendment shall become effective without any further action or consent of any Lender so long as the Administrative Agent shall not have received, within five (5) Business Days after the date notice such amendment is provided to the Lenders, a written notice from Required Lenders stating that they object to such amendment (which amendment shall not be effective prior to the end of such five (5) Business Day notice period). To the extent the Replacement Rate is adopted as contemplated hereby, the Replacement Rate shall be applied in a manner consistent with prevailing market convention; provided that, to the extent no prevailing market convention exists or such prevailing market convention is not administratively feasible for the Administrative Agent, such Replacement Rate shall be applied in a manner as otherwise reasonably determined by the Administrative Agent in consultation with the Administrative Borrower. If the Administrative Agent makes a determination described in clause (i), (ii) or (iii) above, until a Replacement Rate has been determined and an amendment with respect thereto has become effective in accordance with the terms and conditions of this paragraph, (x) any notice from a Borrower that requests the conversion of any Reference Rate Loan to, or continuation of any LIBOR Rate Loan made to the Borrowers, or on any Business Day with respect to Revolving Loans or any portion of the Term Loan that are Reference Rate Loans, convert any such loan into a loan of another type (i.e.as, a Reference Rate Loan or a LIBOR Rate Loan) in the same aggregate principal amount, provided that any conversion of a LIBOR Rate Loan made to the Borrowers not made on the last Business Day of the then current Interest Period applicable to such LIBOR Rate Loan shall be subject ineffective, and (y) if any notice of borrowing requests a LIBOR Rate Loan, such Loan shall be made as a Reference Rate Loan. Notwithstanding anything contained herein to Section 2the contrary, if such Replacement Rate as determined in this paragraph is determined to be less than 1.75% per annum, such rate shall be deemed to be 1.75% per annum for the purposes of this Agreement.

Libor Option. Interest will be equal to the annual rate for Eurocurrency deposits for corresponding deposits of U.S. dollars for a one month interest period in effect from time to time as administered by ICE Benchmark Administration Limited (aor any applicable successor quoting service) In lieu (“LIBOR”) plus the applicable Interest Margin (as described below). For the initial period commencing on the Closing Date and ending on the last calendar day of having interest charged at the rate based upon month, LIBOR will be determined by the Reference Administrative Agent as of the Closing Date, and for each successive one month period thereafter, LIBOR will be determined by the Administrative Agent as of the first day of such month and, other than in the case of LIBOR used in determining the Base Rate, the Borrowers shall have the option (the “LIBOR Option”) to have interest will be fixed through such one month period. Interest will be paid on all or a portion of the Loans be charged at a rate of interest based upon the LIBOR Rate. Each Interest Period of a LIBOR Rate Loan made to Borrowers shall commence on the date such LIBOR Rate Loan is made and shall end on such date as the Borrower may elect as set forth in subsection 2.02(a) above; provided that no Interest Period shall end after the last day of each month, and will be calculated on the Final Maturity Date; providedbasis of the actual number of days elapsed in a year of 360 days. LIBOR will be adjusted for maximum statutory reserve requirements (if any), furtherand in no event shall be less than 0.00%. Any loan bearing interest at LIBOR (other than a Base Rate Loan for which interest is determined by reference to LIBOR) is referred to herein as a “LIBOR Rate Loan”. The Financing Documentation will contain LIBOR replacement provisions based on the “ARRC” hardwired approach. To the extent that the Closing Date may occur after September 30, 2021, the interest rate provisions in the Financing Documentation may transition (in the Administrative Agent’s discretion) from and after the Amendment No. 1 Effective Date, notwithstanding anything LIBOR to a SOFR-based rate plus a margin for adjustment in this Agreement to the contrary, all Revolving Loans shall have interest charged based upon the LIBOR Rateaccordance with ARRC recommendation. (a) Automatically upon the occurrence and during the continuance of any payment event of default or upon a bankruptcy event of default of the Borrower or any other Credit Party or (b) The Administrative Borrower shall elect at the initial Interest Period applicable to a LIBOR Rate Loan made to election of the Borrowers by its Notice of Borrowing given to Required Lenders (or the Administrative Agent pursuant to Section 2.02(a) or by its notice at the direction of conversion given to the Administrative Agent pursuant to Section 2.07(cRequired Lenders), as upon the case may be. The Administrative Borrower occurrence and during the continuance of any other event of default, all outstanding principal, fees and other obligations under the Senior Credit Facility shall elect the duration bear interest at a rate per annum of each succeeding Interest Period by giving irrevocable written notice to the Administrative Agent of such duration not later than 11:00 a.m. (New York time) on the day which is not less than three (3) Business Days prior to the last day 2% in excess of the rate then current Interest Period applicable to such LIBOR Rate Loan. If loan (including the applicable Interest Margin), fee or other obligation and shall be payable on demand of the Administrative Agent does not receive timely notice of the Interest Period elected by the Administrative Borrower, the Administrative Borrower shall be deemed to have elected to convert such LIBOR Rate Loan to a Reference Rate Loan, subject to Section 2.07(c) herein belowAgent. (c) The Administrative Borrower may, on the last Business Day of the then current Interest Period applicable to any outstanding LIBOR Rate Loan made to the Borrowers, or on any Business Day with respect to Revolving Loans or any portion of the Term Loan that are Reference Rate Loans, convert any such loan into a loan of another type (i.e., a Reference Rate Loan or a LIBOR Rate Loan) in the same aggregate principal amount, provided that any conversion of a LIBOR Rate Loan made to the Borrowers not made on the last Business Day of the then current Interest Period applicable to such LIBOR Rate Loan shall be subject to Section 2.

Libor Option. (a) In lieu of having interest charged at the rate based upon the Reference Rate, the Borrowers Borrower shall have the option (the “LIBOR Option”) to have interest on (i) request that any Advances or all or a any portion of the Term Loans be charged made as a LIBOR Rate Loan, (ii) convert at a rate any time all or any part of interest based upon outstanding Loans from Index Rate Loans to LIBOR Rate Loans, (iii) convert any LIBOR Rate Loan to an Index Rate Loan, subject to payment of LIBOR breakage costs, if any, in accordance with Section 2.12(b) if such conversion is made prior to the expiration of the LIBOR Rate. Each Interest Period applicable thereto, or (iv) continue all or any portion of any Loan as a LIBOR Rate Loan made to Borrowers upon the expiration of the applicable LIBOR Period and the succeeding LIBOR Period of that continued Loan shall commence on the date such LIBOR Rate Loan is made and shall end on such date as the Borrower may elect as set forth in subsection 2.02(a) above; provided that no Interest Period shall end after the last day of the Final Maturity Date; providedLIBOR Period of the Loan to be continued. Loans for which Borrower has not elected the LIBOR Option shall be Index Rate Loans. Upon the occurrence and during the continuation of any Event of Default, further, from and after Agent or Required Lenders may terminate Borrower’s right to exercise the Amendment No. 1 Effective Date, notwithstanding anything LIBOR Option set forth in this Agreement Section 2.12(a). Any Loan to the contrarybe made or continued as, all Revolving Loans shall have interest charged based upon the LIBOR Rate. (b) The Administrative Borrower shall elect the initial Interest Period applicable to or converted into, a LIBOR Rate Loan made to the Borrowers by its Notice must be in a minimum amount of Borrowing given to the Administrative Agent pursuant to Section 2.02(a) or by its notice $250,000 and integral multiples of conversion given to the Administrative Agent pursuant to Section 2.07(c), as the case may be. The Administrative Borrower shall elect the duration of each succeeding Interest Period by giving irrevocable written notice to the Administrative Agent $100,000 in excess of such duration not later than 11:00 a.m. amount. Any such election must be made by 12:00 noon (New York time) on the day third (3rd) Business Day prior to (1) the date of any proposed Advance which is not less than three to bear interest at the LIBOR Rate, (2) the end of each LIBOR Period with respect to any LIBOR Rate Loans to be continued as such, or (3) the date on which Borrower wishes to convert any Index Rate Loan to a LIBOR Rate Loan for a LIBOR Period designated by Borrower in such election. If no election is received with respect to a LIBOR Rate Loan by 12:00 noon (New York time) on the third (3rd) Business Days Day prior to the end of the LIBOR Period with respect thereto, that LIBOR Rate Loan shall be converted to an Index Rate Loan at the end of its LIBOR Period. Borrower must make such election by notice to Agent in writing, by telecopy or overnight courier. In the case of any conversion or continuation, such election must be made pursuant to a written notice in the form of Exhibit B. Notwithstanding the foregoing, at no time shall there be more than five (5) LIBOR Rate Loans outstanding. (b) To induce the Lenders to provide the LIBOR Rate option on the terms provided herein, if (i) any LIBOR Rate Loans are repaid in whole or in part prior to the last day of any applicable LIBOR Period (whether that repayment is made pursuant to any provision of this Agreement or any other Loan Document or is the then current Interest Period applicable to such result of acceleration, by operation of law or otherwise); (ii) Borrower shall default in payment when due of the principal amount of or interest on any LIBOR Rate Loan. If ; (iii) Borrower shall default in making any borrowing of, conversion into or continuation of LIBOR Rate Loans after Borrower has given irrevocable notice requesting the Administrative Agent does not receive timely same in accordance herewith; or (iv) Borrower shall fail to make any prepayment of a LIBOR Rate Loan after Borrower has given an irrevocable notice thereof in accordance herewith, Borrower shall indemnify and hold harmless each Lender from and against all losses (other than loss of anticipated profits or investment), costs and expenses resulting from or arising from any of the Interest Period elected foregoing. Such indemnification shall include any such loss or expense arising from the reemployment of funds obtained by it (but excluding loss of anticipated profit) or from fees payable to terminate deposits from which such funds were obtained. For the Administrative Borrowerpurpose of calculating amounts payable to a Lender under this subsection, the Administrative Borrower each Lender shall be deemed to have elected to convert such actually funded its relevant LIBOR Rate Loan through the purchase of a deposit bearing interest at the LIBOR Rate in an amount equal to the amount of that LIBOR Rate Loan and having a Reference maturity comparable to the relevant LIBOR Period; provided, however, that each Lender may fund each of its LIBOR Rate LoanLoans in any manner it sees fit, subject and the foregoing assumption shall be utilized only for the calculation of amounts payable under this subsection. Unless otherwise agreed in writing, this covenant shall survive the termination of this Agreement and the payment of all Obligations for six (6) months following any such termination. As promptly as practicable under the circumstances, each Lender shall provide Borrower with its written calculation of all amounts payable pursuant to this Section 2.07(c2.12(b), and such calculation shall be binding on the parties hereto unless Borrower shall object in writing within ten (10) herein belowBusiness Days of receipt thereof, specifying the basis for such objection in reasonable detail. (c) Special Provisions Applicable to LIBOR Rate. (i) The Administrative LIBOR Rate may be adjusted by Agent with respect to any Lender on a prospective basis to take into account any additional or increased costs to such Lender of maintaining or obtaining any eurodollar deposits or increased costs, in each case, due to changes in applicable law (other than changes in laws relative to Excluded Taxes, changes of general applicability in the corporate income tax laws and without duplication of Indemnified Taxes, which shall be governed by Section 16) occurring subsequent to the commencement of the then applicable Interest Period, including changes in the reserve requirements imposed by the Board of Governors of the Federal Reserve System (or any successor), excluding the Reserve Percentage, which additional or increased costs would increase the cost of funding or maintaining loans bearing interest at the LIBOR Rate. In any such event, the affected Lender shall give Borrower and Agent notice of such a determination and adjustment and Agent promptly shall transmit the notice to each other Lender and, upon its receipt of the notice from the affected Lender, Borrower may, on by notice to such affected Lender (x) require such Lender to furnish to Borrower a statement in reasonable detail setting forth the last Business Day of the then current Interest Period applicable to any outstanding basis for adjusting such LIBOR Rate Loan made to and the Borrowersmethod for determining the amount of such adjustment, (y) convert the LIBOR Rate Loans into Index Rate Loans, or on any Business Day (z) repay the LIBOR Rate Loans with respect to Revolving which such adjustment is made (in the case of each of clauses (y) and (z), together with any amounts due under Section 2.12(b)). (ii) In the event that any change in market conditions or any law, regulation, treaty, or directive, or any change therein or in the interpretation or application thereof, shall at any time after the date hereof, in the reasonable opinion of any Lender, make it unlawful or impractical for such Lender to fund or maintain LIBOR Rate Loans or to continue such funding or maintaining, or to determine or charge interest rates at the LIBOR Rate, such Lender shall give notice of such changed circumstances to Agent and Borrower and Agent promptly shall transmit the notice to each other Lender and (y) in the case of any portion LIBOR Rate Loans of such Lender that are outstanding, the date specified in such Lender’s notice shall be deemed to be the last day of the Term Loan that are Reference Interest Period of such LIBOR Rate Loans, convert any such loan into a loan of another type (i.e., a Reference Rate Loan or a and interest upon the LIBOR Rate Loan) in Loans of such Lender thereafter shall accrue interest at the same aggregate principal amount, provided that any conversion of a LIBOR Rate Loan made to the Borrowers not made on the last Business Day of the rate then current Interest Period applicable to Index Rate Loans, and (z) Borrower shall not be entitled to elect the LIBOR Option until such LIBOR Rate Loan shall Lender determines that it would no longer be subject unlawful or impractical to Section 2do so.

Libor Option. (a) In lieu The Borrowers may, at any time and from time to time, so long as no Default or Event of having interest charged at the rate based upon the Reference RateDefault has occurred and is continuing, the Borrowers shall have the option (the “LIBOR Option”) elect to have interest on all or a portion of the Loans be charged at a rate of interest based upon the LIBOR Rate. Each Rate (the “LIBOR Option”) by notifying the Administrative Agent prior to 11:00 a.m. (New York City time) at least three Business Days prior to (i) the proposed borrowing date of a Loan (as provided in Section 2.02), (ii) in the case of the conversion of a Reference Rate Loan to a LIBOR Rate Loan, the commencement of the proposed Interest Period or (iii) in the case of the continuation of a LIBOR Rate Loan made to Borrowers shall commence on the date such as a LIBOR Rate Loan is made and shall end on such date as the Borrower may elect as set forth in subsection 2.02(a) above; provided that no Interest Period shall end after Loan, the last day of the Final Maturity Date; provided, further, from then current Interest Period (the “LIBOR Deadline”). Notice of the Borrowers’ election of the LIBOR Option for a permitted portion of the Loans and after the Amendment No. 1 Effective Date, notwithstanding anything in an Interest Period pursuant to this Agreement Section 2.07(a) shall be made by delivery to the contrary, all Revolving Loans shall have interest charged based upon Administrative Agent of (A) a Notice of Borrowing (in the case of the initial making of a Loan) in accordance with Section 2.02 or (B) a LIBOR Notice prior to the LIBOR RateDeadline. Promptly upon its receipt of each such LIBOR Notice, the Administrative Agent shall provide a copy thereof to each of the Lenders. Each LIBOR Notice shall be irrevocable and binding on the Borrowers. (b) Interest on LIBOR Rate Loans shall be payable in accordance with Section 2.04(d). On the last day of each applicable Interest Period, unless the Borrowers properly have exercised the LIBOR Option with respect thereto, the interest rate applicable to such LIBOR Rate Loans automatically shall convert to the rate of interest then applicable to Reference Rate Loans of the same type hereunder. At any time that a Default or an Event of Default has occurred and is continuing, the Borrowers no longer shall have the option to request that any portion of the Loans bear interest at the LIBOR Rate and the Administrative Agent shall have the right to convert the interest rate on all outstanding LIBOR Rate Loans to the rate of interest then applicable to Reference Rate Loans of the same type hereunder on the last day of the then current Interest Period. (c) Notwithstanding anything to the contrary contained in this Agreement, the Borrowers (i) shall have not more than 6 LIBOR Rate Loans in effect at any given time, and (ii) only may exercise the LIBOR Option for LIBOR Rate Loans of at least $500,000 and integral multiples of $100,000 in excess thereof. (d) The Administrative Borrower shall elect Borrowers may prepay LIBOR Rate Loans at any time; provided, however, that in the initial event that LIBOR Rate Loans are prepaid on any date that is not the last day of the Interest Period applicable thereto, including as a result of any mandatory prepayment pursuant to a Section 2.05(c) or any application of payments or proceeds of Collateral in accordance with Section 4.03 or 4.04 or for any other reason, including early termination of the term of this Agreement or acceleration of all or any portion of the Obligations pursuant to the terms hereof, the Borrowers shall indemnify, defend and hold the Agents and the Lenders and their participants harmless against any and all Funding Losses in accordance with Section 2.08. (e) Anything to the contrary contained herein notwithstanding, neither any Agent nor any Lender, nor any of their participants, is required actually to acquire eurodollar deposits to fund or otherwise match fund any Obligation as to which interest accrues at the LIBOR Rate. The provisions of this Article II shall apply as if each Lender or its participants had match funded any Obligation as to which interest is accruing at the LIBOR Rate Loan made by acquiring eurodollar deposits for each Interest Period in the amount of the LIBOR Rate Loans. (f) Unless and until a Replacement Rate is implemented in accordance with clause (g) below, if prior to the Borrowers by its Notice commencement of Borrowing given to any Interest Period for any LIBOR Rate Loan, (i) the Administrative Agent pursuant shall have determined that either Dollar deposits are not being offered to Section 2.02(a) banks in the London interbank Eurodollar market for the applicable amount and Interest Period of such Loan, or by its notice of conversion given to adequate and reasonable means do not exist for ascertaining LIBOR for such Interest Period, including, without limitation, because the Administrative Agent pursuant determines that either inadequate or insufficient quotations of the London interbank offered rate exist or the use of “LIBOR” has been discontinued (any determination of Administrative Agent to Section 2.07(cbe conclusive and binding absent manifest error), as or (ii) the case may be. The Administrative Borrower Agent shall elect have received notice from the duration Required Lenders that LIBOR does not adequately and fairly reflect the cost to such Lenders of each succeeding making, funding or maintaining their LIBOR Rate Loans for such Interest Period by giving irrevocable Period, then the Administrative Agent shall give written notice to the Administrative Borrower and to the Lenders as soon as practicable thereafter. Until the Administrative Agent shall notify the Administrative Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (A) the obligations of the Lenders to make LIBOR Rate Loans, or to continue or convert outstanding Loans as or into LIBOR Rate Loans, shall be suspended and (B) all such duration not later than 11:00 a.m. (New York time) affected Loans shall be converted into Reference Rate Loans on the day which is not less than three (3) Business Days prior to the last day of the then current Interest Period applicable thereto. (g) Notwithstanding anything to the contrary contained herein, if at any time the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (i) the circumstances described in Section 2.07(f)(i) or (f)(ii) have arisen and such circumstances are unlikely to be temporary, (ii) syndicated loans currently being executed, or that include language similar to that contained in Section 2.07(f), are being executed or amended (as applicable), to incorporate or adopt a new benchmark interest rate to replace LIBOR or (iii) the supervisor for the administrator of LIBOR or a Governmental Authority has made a public statement identifying a specific date after which LIBOR shall no longer be used for determining interest rates for loans, then the Administrative Agent, in consultation with the Administrative Borrower, shall endeavor to establish an alternate index rate (the “Replacement Rate”) that gives due consideration to the then prevailing market convention for determining a rate of interest for leveraged syndicated loans in the United States at such time, in which case the Replacement Rate shall, subject to the following provisions of this Section 2.07(g), replace such applicable interest rate for all purposes under the Loan Documents unless and until (A) an event described in Section 2.07(f)(i), (f)(ii), (g)(i), (g)(ii) or (g)(iii) occurs with respect to the Replacement Rate or (B) the Required Lenders through the Administrative Agent notify the Administrative Borrower that the Replacement Rate does not adequately and fairly reflect the cost to the Lenders of making, funding or maintaining the Loans bearing interest at the Replacement Rate. In connection with the establishment and application of the Replacement Rate, this Agreement and the other Loan Documents shall be amended solely with the consent of the Administrative Agent and the Administrative Borrower as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 2.07(g). Notwithstanding anything to the contrary in Section 12.02, such amendment shall become effective without any further action or consent of any Lender so long as the Administrative Agent shall not have received, within five Business Days after the date notice such amendment is provided to the Lenders, a written notice from Required Lenders stating that they object to such LIBOR amendment (which amendment shall not be effective prior to the end of such five Business Day notice period). To the extent the Replacement Rate Loanis adopted as contemplated hereby, the Replacement Rate shall be applied in a manner consistent with prevailing market convention; provided that, to the extent no prevailing market convention exists or such prevailing market convention is not administratively feasible for the Administrative Agent, such Replacement Rate shall be applied in a manner as otherwise reasonably determined by the Administrative Agent in consultation with the Administrative Borrower. If the Administrative Agent does not receive timely makes a determination described in clause (i), (ii) or (iii) above, until a Replacement Rate has been determined and an amendment with respect thereto has become effective in accordance with the terms and conditions of this paragraph, (x) any notice from a Borrower that requests the conversion of the Interest Period elected by the Administrative Borrowerany Reference Rate Loan to, the Administrative Borrower shall be deemed to have elected to convert such or continuation of any LIBOR Rate Loan to a Reference Rate Loan, subject to Section 2.07(c) herein below. (c) The Administrative Borrower may, on the last Business Day of the then current Interest Period applicable to any outstanding LIBOR Rate Loan made to the Borrowers, or on any Business Day with respect to Revolving Loans or any portion of the Term Loan that are Reference Rate Loans, convert any such loan into a loan of another type (i.e.as, a Reference Rate Loan or a LIBOR Rate Loan) in the same aggregate principal amount, provided that any conversion of a LIBOR Rate Loan made to the Borrowers not made on the last Business Day of the then current Interest Period applicable to such LIBOR Rate Loan shall be subject ineffective, and (y) if any notice of borrowing requests a LIBOR Rate Loan, such Loan shall be made as a Reference Rate Loan. Notwithstanding anything contained herein to Section 2the contrary, if such Replacement Rate as determined in this paragraph is determined to be less than 1.00% per annum, such rate shall be deemed to be 1.00% per annum for the purposes of this Agreement.

Libor Option. (a) In lieu of having interest charged at Upon the rate based upon the Reference Rate, the Borrowers conditions that: (i) Administrative Agent shall have received a LIBOR Request from Borrower at least 3 Business Days prior to the option (the “LIBOR Option”) to have interest on all or a portion first day of the LIBOR Period requested, (ii) there shall have occurred no change in applicable law which would make it unlawful for Administrative Agent or any Revolving Credit Lender with respect to Revolving Credit Loans be charged at a rate or Collateral Agent or any Term Loan Lender with respect to Term Loans to obtain deposits of interest based upon U.S. dollars in the London interbank foreign currency deposits market, (iii) as of the date of the LIBOR Rate. Each Interest Period Request and the first day of the LIBOR Period, there shall exist no Default or Event of Default, (iv) Administrative Agent with respect to Revolving Credit Loans or Collateral Agent with respect to Term Loans is able to determine the LIBOR Rate in respect of the requested LIBOR Period, or Administrative Agent with respect to Revolving Credit Loans or Collateral Agent with respect to Term Loans is able to obtain deposits of U.S. dollars in the London interbank foreign currency deposits market in the applicable amounts and for the requested LIBOR Period, (v) as of the first date of the LIBOR Period, there are no more than 4 outstanding LIBOR Portions, including the LIBOR Portion being requested, and (vi) each such election is in respect of a LIBOR Rate Loan made to Borrowers shall commence Portion of not less than $2,500,000 or an integral multiple thereof, then interest on the date such LIBOR Rate Loan is made and shall end Portion requested during the LIBOR Period requested will be based on such date as the Borrower may elect as set forth in subsection 2.02(a) above; provided that no Interest Period shall end after the last day of the Final Maturity Date; provided, further, from and after the Amendment No. 1 Effective Date, notwithstanding anything in this Agreement to the contrary, all Revolving Loans shall have interest charged based upon the applicable LIBOR Rate. (b) The Administrative Each LIBOR Request shall be irrevocable and binding on Borrower. Borrower shall elect indemnify the initial Interest Period Lender Group for any loss, penalty, or expense incurred by Lenders due to failure on the part of Borrower to fulfill, on or before the date specified in any LIBOR Request, the applicable to a LIBOR Rate Loan made conditions set forth in this Agreement or due to the Borrowers by its Notice prepayment of Borrowing given to the Administrative Agent pursuant to Section 2.02(a) or by its notice of conversion given to the Administrative Agent pursuant to Section 2.07(c), as the case may be. The Administrative Borrower shall elect the duration of each succeeding Interest Period by giving irrevocable written notice to the Administrative Agent of such duration not later than 11:00 a.m. (New York time) on the day which is not less than three (3) Business Days applicable LIBOR Portion prior to the last day of the then current Interest Period applicable to such LIBOR Rate Loan. If the Administrative Agent does not receive timely notice Period, including, without limitation, any loss (including loss of anticipated profits) or expense incurred by reason of the Interest Period elected liquidation or redeployment of deposits or other funds acquired by the Administrative Borrower, Lender Group to fund or maintain the Administrative Borrower shall be deemed to have elected to convert such requested LIBOR Rate Loan to a Reference Rate Loan, subject to Section 2.07(c) herein belowPortion. (c) The If any Legal Requirement shall (i) make it unlawful for Administrative Borrower may, on the last Business Day of the then current Interest Period applicable to Agent or any outstanding LIBOR Rate Loan made to the Borrowers, or on any Business Day Revolving Credit Lender with respect to Revolving Credit Loans, or Collateral Agent or any Term Loan Lender with respect to Term Loans, to fund through the purchase of U.S. dollar deposits any LIBOR Portion, or otherwise give effect to its obligations as contemplated under this Section 2.4, or (ii) impose on Administrative Agent or any Revolving Credit Lender with respect to Revolving Credit Loans, or Collateral Agent or any Term Loan Lender with respect to Term Loans any costs based on or measured by the excess above a specified level of the amount of a category of deposits or other liabilities of such member of the Lender Group which includes deposits by reference to which the LIBOR Rate is determined as provided herein or a category of extensions of credit or other assets of such member of the Lender Group which includes any LIBOR Portion, or (iii) impose on Administrative Agent or any Revolving Credit Lender with respect to Revolving Credit Loans, or Collateral Agent or any Term Loan Lender with respect to Term Loans any restrictions on the amount of such a category of liabilities or assets which such member of the Lender Group may hold, then, in each such case, Administrative Agent with respect to Revolving Credit Loans or Collateral Agent with respect to Term Loans may, by notice thereof to Borrower, terminate the LIBOR Rate Election. Any LIBOR Portion subject thereto shall immediately bear interest thereafter at the rate and in the manner provided for Base Rate Portions pursuant hereto. Borrower shall indemnify the Lender Group against any portion loss, penalty, or expense incurred by the Lender Group due to liquidation or redeployment of deposits or other funds acquired by the Term Loan Lender Group to fund or maintain any LIBOR Portion that are Reference Rate Loansis prepaid by Borrower or terminated hereunder. (d) Lenders shall receive payments of amounts of principal of and interest on the Loans with respect to the LIBOR Portions free and clear of, convert and without deduction for, any Taxes. If (i) Lenders shall be subject to any Tax in respect of any LIBOR Portion, or any part thereof, or, (ii) Borrower shall be required to withhold or deduct any Tax from any such loan into a loan of another type (i.e.amount, a Reference Rate Loan or a the LIBOR Rate Loan) in the same aggregate principal amount, provided that any conversion of a LIBOR Rate Loan made to the Borrowers not made on the last Business Day of the then current Interest Period applicable to such LIBOR Rate Loan Portion shall be subject adjusted by Administrative Agent on behalf of the Lender Group to Section 2reflect all additional costs incurred by the Lender Group in connection with the payment by the Lender Group or the withholding by Borrower of such Tax and Borrower shall provide Administrative Agent on behalf of the Lender Group with a statement detailing the amount of any such Tax actually paid by Borrower. Determination by Administrative Agent on behalf of the Lender Group of the amount of such costs shall, in the absence of manifest error, be conclusive. If after any such adjustment any part of any Tax paid by the Lender Group is subsequently recovered by the Lender Group, the applicable members of the Lender Group shall reimburse Borrower to the extent of the amount so recovered. A certificate of an officer of Administrative Agent setting forth the amount of such recovery and the basis therefor shall, in the absence of manifest error, be conclusive.

Libor Option. (a) In lieu of having interest charged at the rate based upon the Reference Base Rate, the Borrowers Borrower shall have the option (the “LIBOR Option”) to have interest on all or a portion of the Revolving Loans be charged at a rate of interest based upon the LIBOR Rate. Each Interest Period of a on LIBOR Rate Loan made to Borrowers Loans shall commence be payable on the date such LIBOR Rate Loan is made and shall end on such date as the Borrower may elect as set forth in subsection 2.02(aearliest of (i) above; provided that no Interest Period shall end after the last day of the Final Maturity Interest Period applicable thereto, (ii) the occurrence of an Event of Default in consequence of which Lender has elected to accelerate the maturity of all or any portion of the Obligations, or (iii) the Termination Date; provided. On the last day of each applicable Interest Period, furtherunless Borrower properly has exercised the LIBOR Option with respect thereto, from and after the Amendment No. 1 Effective Date, notwithstanding anything in this Agreement interest rate applicable to such LIBOR Rate Loan automatically shall convert to the contraryrate of interest then applicable to Base Rate Loans. At any time that an Event of Default has occurred and is continuing, all Borrower no longer shall have the option to request that Revolving Loans shall have bear interest charged at a rate based upon the LIBOR RateRate and Lender shall have the right to convert the interest rate on all outstanding LIBOR Rate Loans to the rate then applicable to Base Rate Loans hereunder. (bi) The Borrower may, at any time and from time to time, so long as no Event of Default has occurred and is continuing, elect to exercise the LIBOR Option by notifying Lender prior to 2:00 p.m. Eastern Time at least three Business Days prior to the commencement of the proposed Interest Period (the “LIBOR Deadline”). Notice of Borrower’s election of the LIBOR Option for a permitted portion of the Revolving Loans and an Interest Period pursuant to this Section shall be made by delivery to Lender of a Notice of Borrowing (in the case of a new Revolving Loan that is to be a LIBOR Rate Loan) or LIBOR Notice (in the case of a conversion to, or continuation of, a LIBOR Rate Loan) executed by Administrative Borrower shall elect received by Lender in writing or via an Approved Electronic Communication before the initial Interest Period applicable LIBOR Deadline, or by telephonic notice received by Lender before the LIBOR Deadline (to be confirmed by delivery to Lender of a LIBOR Notice received by Lender prior to 3:00 p.m. on the same day). (ii) Each LIBOR Notice and Notice of Borrowing with respect to a new Revolving Loan that is to be a LIBOR Rate Loan made shall be irrevocable and binding on Borrower. In connection with each LIBOR Rate Loan, Borrower shall indemnify, defend, and hold Lender harmless against any loss, cost, or expense incurred by Lender as a result of (A) the payment of any principal of any LIBOR Rate Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (B) the conversion of any LIBOR Rate Loan other than on the last day of the Interest Period applicable thereto, or (C) the failure to borrow, convert, continue or prepay any LIBOR Rate Loan on the Borrowers by its date specified in any LIBOR Notice or Notice of Borrowing given delivered pursuant hereto (such losses, costs, and expenses, collectively, “Funding Losses”). Funding Losses shall be deemed to equal the Administrative Agent pursuant amount determined by Lender to Section 2.02(abe the excess, if any, of (1) or by its notice the amount of conversion given to interest that would have accrued on the Administrative Agent pursuant to Section 2.07(c), as the case may be. The Administrative Borrower shall elect the duration of each succeeding Interest Period by giving irrevocable written notice to the Administrative Agent principal amount of such duration LIBOR Rate Loan had such event not later than 11:00 a.m. (New York time) on occurred, at the day which is not less than three (3) Business Days prior LIBOR Rate that would have been applicable thereto, for the period from the date of such event to the last day of the then current Interest Period applicable therefor (or, in the case of a failure to such LIBOR Rate Loan. If borrow, convert, or continue, for the Administrative Agent does not receive timely notice of period that would have been the Interest Period elected by therefor), minus (2) the Administrative Borroweramount of interest that would accrue on such principal amount for such period at the interest rate which Lender would be offered were it to be offered, at the Administrative commencement of such period, Dollar deposits of a comparable amount and period in the London interbank market. A certificate of Lender delivered to Borrower setting forth any amount or amounts that Lender is entitled to receive pursuant to this Section 2.6 shall be conclusive absent manifest error. (iii) Borrower shall be deemed to have elected to convert such not more than 5 LIBOR Rate Loan to a Reference Loans in effect at any given time. Borrower only may exercise the LIBOR Option for LIBOR Rate Loan, subject to Section 2.07(c) herein belowLoans of at least $250,000 and integral multiples of $50,000 in excess thereof. (c) The Administrative Borrower maymay prepay LIBOR Rate Loans at any time; provided, that in the event that LIBOR Rate Loans are prepaid on any date that is not the last Business Day day of the then current Interest Period applicable to thereto for any outstanding LIBOR Rate Loan made to reason, including early termination of the Borrowers, term of this Agreement or on any Business Day with respect to Revolving Loans acceleration of all or any portion of the Term Loan Obligations pursuant to the terms hereof, Borrower shall indemnify, defend, and hold Lender and its Participants harmless against any and all Funding Losses in accordance with clause (b)(ii) above. (i) The LIBOR Rate may be adjusted by Lender on a prospective basis to take into account any additional or increased costs to Lender of maintaining or obtaining any eurodollar deposits or increased costs, in each case, due to changes in applicable law occurring subsequent to the commencement of the then applicable Interest Period, including any Change in Law (including any changes in tax laws (except changes of general applicability in corporate income tax laws) and changes in the reserve requirements imposed by the Board of Governors), which additional or increased costs would increase the cost of funding or maintaining loans bearing interest at the LIBOR Rate. In any such event, Lender shall give Borrower notice of such a determination and adjustment not less than ten days prior to the effective date thereof and, upon its receipt of the notice from Lender, Borrower may, by notice to Lender (x) require Lender to furnish to Borrower a statement setting forth in reasonable detail the basis for adjusting such LIBOR Rate and the method for determining the amount of such adjustment, or (y) repay the LIBOR Rate Loans of Lender with respect to which such adjustment is made (together with any amounts due under Section 2.6(b)(ii)). (ii) In the event that any change in market conditions or any Change in Law shall, at any time after the date hereof, in the reasonable opinion of Lender, make it unlawful or impractical for Lender to fund or maintain LIBOR Rate Loans or to continue such funding or maintaining, or to determine or charge interest rates at the LIBOR Rate, Lender shall give notice of such changed circumstances to Borrower and (x) in the case of any LIBOR Rate Loans that are Reference outstanding, the date specified in Lender’s notice shall be deemed to be the last day of the Interest Period of such LIBOR Rate Loans, convert any such loan into a loan of another type (i.e., a Reference Rate Loan or a and interest upon the LIBOR Rate LoanLoans of Lender thereafter shall accrue interest at the rate then applicable to Base Rate Loans, and (y) Borrower shall not be entitled to elect the LIBOR Option until Lender determines that it would no longer be unlawful or impractical to do so. (e) Anything to the contrary contained herein notwithstanding, neither Lender nor any of its Participants is required actually to acquire eurodollar deposits to fund or otherwise match fund any Obligation as to which interest accrues at the LIBOR Rate. The provisions of this Section shall apply as if Lender or its Participants had match funded any Obligation as to which interest is accruing at the LIBOR Rate by acquiring eurodollar deposits for each Interest Period in the same aggregate principal amount, provided that any conversion amount of a the LIBOR Rate Loan made to the Borrowers not made on the last Business Day of the then current Interest Period applicable to such LIBOR Rate Loan shall be subject to Section 2Loans.

Libor Option. (a) In lieu The Borrower may, at any time and from time to time, so long as no Default or Event of having interest charged at the rate based upon the Reference RateDefault has occurred and is continuing, the Borrowers shall have the option (the “LIBOR Option”) elect to have interest on all or a portion of the Loans Term LoanLoans be charged converted to, or continued at (as applicable), a rate of interest based upon the LIBOR Rate. Each Rate (the “LIBOR Option”) by notifying the Administrative Agent prior to 11:00 a.m. (New York City time) at least 3 Business Days prior to (i) in the case of the conversion of a Reference Rate Loan to a LIBOR Rate Loan, the commencement of the proposed Interest Period and (ii) in the case of the continuation of a LIBOR Rate Loan made to Borrowers shall commence on the date such as a LIBOR Rate Loan is made and shall end on such date as the Borrower may elect as set forth in subsection 2.02(a) above; provided that no Interest Period shall end after Loan, the last day of the Final Maturity Date; provided, further, from then current Interest Period (the “LIBOR Deadline”). Notice of the Borrower’s election of the LIBOR Option for a permitted portion of the Term LoanLoans and after the Amendment No. 1 Effective Date, notwithstanding anything in an Interest Period pursuant to this Agreement ‎Section 2.07(a) shall be made by delivery to the contrary, all Revolving Loans shall have interest charged based upon Administrative Agent of a LIBOR Notice prior to the LIBOR RateDeadline. Promptly upon its receipt of each such LIBOR Notice, the Administrative Agent shall provide a copy thereof to each of the Lenders. Each LIBOR Notice shall be irrevocable and binding on the Borrower. If the Borrower fails to timely delivery a LIBOR Notice, then the Termapplicable Loan (or the applicable portion thereof) shall be a Reference Rate Loan. If the Borrower timely requests a conversion to, or continuation of a LIBOR Rate Loan in such LIBOR Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. (b) Interest on LIBOR Rate Loans shall be payable in accordance with ‎Section 2.04(c). On the last day of each applicable Interest Period, unless the Borrower has properly exercised the LIBOR Option with respect thereto, the interest rate applicable to such LIBOR Rate Loans automatically shall convert to the rate of interest then applicable to Reference Rate Loans of the same type hereunder. At any time that a Default or an Event of Default has occurred and is continuing, the Borrower no longer shall have the option to request that any portion of the Terma Loan bear interest at the LIBOR Rate and the Administrative Agent shall have the right to convert the interest rate on all outstanding LIBOR Rate Loans to the rate of interest then applicable to Reference Rate Loans of the same type hereunder on the last day of the then current Interest Period. (c) Notwithstanding anything to the contrary contained in this Agreement, the Borrower (i) shall have not more than three LIBOR Rate Loans in effect at any given time, and (ii) only may exercise the LIBOR Option for LIBOR Rate Loans of at least $500,000 and integral multiples of $100,000 in excess thereof. (d) The Administrative Borrower shall elect may prepay LIBOR Rate Loans at any time; provided, however, that in the initial event that LIBOR Rate Loans are prepaid on any date that is not the last day of the Interest Period applicable thereto, including as a result of any mandatory prepayment pursuant to a ‎Section 2.05(c) or any application of payments or proceeds of Collateral in accordance with ‎Section 4.03 or for any other reason, including early termination of the term of this Agreement or acceleration of all or any portion of the Obligations pursuant to the terms hereof, the Borrower shall indemnify, defend, and hold the Agents and the Lenders and their participants harmless against any and all Funding Losses in accordance with ‎Section 2.08. (e) Anything to the contrary contained herein notwithstanding, neither any Agent nor any Lender, nor any of their participants, is required actually to acquire eurodollar deposits to fund or otherwise match fund any Obligation as to which interest accrues at the LIBOR Rate. The provisions of this ‎Article II shall apply as if each Lender or its participants had match funded any Obligation as to which interest is accruing at the LIBOR Rate Loan made by acquiring eurodollar deposits for each Interest Period in the amount of the LIBOR Rate Loans. (f) Unless and until a Replacement Rate is implemented in accordance with clause (g) below, if prior to the Borrowers by its Notice commencement of Borrowing given to any Interest Period for any LIBOR Rate Loan, (i) the Administrative Agent pursuant shall have determined that either Dollar deposits are not being offered to Section 2.02(a) banks in the London interbank Eurodollar market for the applicable amount and Interest Period of such LIBOR Rate Loan, or by its notice of conversion given to adequate and reasonable means do not exist for ascertaining LIBOR for such Interest Period, including, without limitation, because the Administrative Agent pursuant determines that either inadequate or insufficient quotations of the London interbank offered rate exist or the use of “LIBOR” has been discontinued (any determination of Administrative Agent to Section 2.07(cbe conclusive and binding absent manifest error), as or (ii) the case may be. The Administrative Borrower Agent shall elect have received notice from the duration Required Lenders that LIBOR does not adequately and fairly reflect the cost to such Lenders of each succeeding making, funding or maintaining their LIBOR Rate Loans for such Interest Period by giving irrevocable Period, then the Administrative Agent shall give written notice to the Borrower and to the Lenders as soon as practicable thereafter. Until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (A) the obligations of such duration not later than 11:00 a.m. the Lenders to make LIBOR Rate Loans, or to continue or convert all or any portion of the outstanding Term Loan as or into LIBOR Rate Loans, shall be suspended and (New York timeB) all or any portion of the Term Loan so affected shall be converted into a Reference Rate Loan on the day which is not less than three (3) Business Days prior to the last day of the then current Interest Period applicable thereto. (g) Notwithstanding anything to the contrary contained herein, if at any time the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (i) the circumstances described in Section 2.07(f)(i) or (f)(ii) have arisen and such circumstances are unlikely to be temporary, (ii) syndicated loans currently being executed, or that include language similar to that contained in Section 2.07(f), are being executed or amended (as applicable), to incorporate or adopt a new benchmark interest rate to replace LIBOR or (iii) the supervisor for the administrator of LIBOR or a Governmental Authority has made a public statement identifying a specific date after which LIBOR shall no longer be used for determining interest rates for loans, then the Administrative Agent, in consultation with the Borrower, shall endeavor to establish an alternate index rate (the “Replacement Rate”) that gives due consideration to the then prevailing market convention for determining a rate of interest for leveraged syndicated loans in the United States at such time, in which case the Replacement Rate shall, subject to the following provisions of this Section 2.07(g), replace such applicable interest rate for all purposes under the Loan Documents unless and until (A) an event described in Section 2.07(f)(i), (f)(ii), (g)(i), (g)(ii) or (g)(iii) occurs with respect to the Replacement Rate or (B) the Required Lenders through the Administrative Agent notify the Borrower that the Replacement Rate does not adequately and fairly reflect the cost to the Lenders of making, funding or maintaining the Termany Loan bearing interest at the Replacement Rate. In connection with the establishment and application of the Replacement Rate, this Agreement and the other Loan Documents shall be amended solely with the consent of the Administrative Agent and the Borrower as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 2.07(g). Notwithstanding anything to the contrary in Section 12.02, such amendment shall become effective without any further action or consent of any Lender so long as the Administrative Agent shall not have received, within five (5) Business Days after the date notice such amendment is provided to the Lenders, a written notice from Required Lenders stating that they object to such LIBOR amendment (which amendment shall not be effective prior to the end of such five (5) Business Day notice period). To the extent the Replacement Rate Loanis adopted as contemplated hereby, the Replacement Rate shall be applied in a manner consistent with prevailing market convention; provided that, to the extent no prevailing market convention exists or such prevailing market convention is not administratively feasible for the Administrative Agent, such Replacement Rate shall be applied in a manner as otherwise reasonably determined by the Administrative Agent in consultation with the Borrower. If the Administrative Agent does not receive timely makes a determination described in clause (i), (ii) or (iii) above, until a Replacement Rate has been determined and an amendment with respect thereto has become effective in accordance with the terms and conditions of this paragraph, (x) any notice from a Borrower that requests the conversion of the Interest Period elected by the Administrative Borrowerany Reference Rate Loan to, the Administrative Borrower shall be deemed to have elected to convert such or continuation of any LIBOR Rate Loan to a Reference Rate Loan, subject to Section 2.07(c) herein below. (c) The Administrative Borrower may, on the last Business Day of the then current Interest Period applicable to any outstanding LIBOR Rate Loan made to the Borrowers, or on any Business Day with respect to Revolving Loans or any portion of the Term Loan that are Reference Rate Loans, convert any such loan into a loan of another type (i.e.as, a Reference Rate Loan or a LIBOR Rate Loan) in the same aggregate principal amount, provided that any conversion of a LIBOR Rate Loan made to the Borrowers not made on the last Business Day of the then current Interest Period applicable to such LIBOR Rate Loan shall be subject ineffective, and (y) if any notice of borrowing requests a LIBOR Rate Loan, such requested LIBOR Rate Loan shall be made as a Reference Rate Loan. Notwithstanding anything contained herein to Section 2the contrary, if such Replacement Rate as determined in this paragraph is determined to be less than 1.50% per annum, such rate shall be deemed to be 1.50% per annum for the purposes of this Agreement.

Libor Option. (a) In lieu The Borrowers may, at any time and from time to time, so long as no Default or Event of having interest charged at the rate based upon the Reference RateDefault has occurred and is continuing, the Borrowers shall have the option (the “LIBOR Option”) elect to have interest on all or a portion of the Loans be charged at a rate of interest based upon the LIBOR Rate. Each Rate (the “LIBOR Option”) by notifying the Administrative Agent prior to 11:00 a.m. (New York City time) at least three Business Days prior to (i) the proposed borrowing date of a Loan (as provided in Section 2.02), (ii) in the case of the conversion of a Reference Rate Loan to a LIBOR Rate Loan, the commencement of the proposed Interest Period or (iii) in the case of the continuation of a LIBOR Rate Loan made to Borrowers shall commence on the date such as a LIBOR Rate Loan is made and shall end on such date as the Borrower may elect as set forth in subsection 2.02(a) above; provided that no Interest Period shall end after Loan, the last day of the Final Maturity Date; provided, further, from then current Interest Period (the “LIBOR Deadline”). Notice of the Borrowers’ election of the LIBOR Option for a permitted portion of the Loans and after the Amendment No. 1 Effective Date, notwithstanding anything in an Interest Period pursuant to this Agreement Section 2.07(a) shall be made by delivery to the contrary, all Revolving Loans shall have interest charged based upon Administrative Agent of (A) a Notice of Borrowing (in the case of the initial making of a Loan) in accordance with Section 2.02 or (B) a LIBOR Notice prior to the LIBOR RateDeadline. Promptly upon its receipt of each such LIBOR Notice, the Administrative Agent shall provide a copy thereof to each of the Lenders. Each LIBOR Notice shall be irrevocable and binding on the Borrowers. (b) Interest on LIBOR Rate Loans shall be payable in accordance with Section 2.04(c). On the last day of each applicable Interest Period, unless the Borrowers properly have exercised the LIBOR Option with respect thereto, the interest rate applicable to such LIBOR Rate Loans automatically shall convert to the rate of interest then applicable to Reference Rate Loans of the same type hereunder. At any time that a Default or an Event of Default has occurred and is continuing, the Borrowers no longer shall have the option to request that any portion of the Loans bear interest at the LIBOR Rate and the Administrative Agent shall have the right to convert the interest rate on all outstanding LIBOR Rate Loans to the rate of interest then applicable to Reference Rate Loans of the same type hereunder on the last day of the then current Interest Period. (c) Notwithstanding anything to the contrary contained in this Agreement, the Borrowers (i) shall have not more than five (5) LIBOR Rate Loans in effect at any given time, and (ii) only may exercise the LIBOR Option for LIBOR Rate Loans of at least $5,000,000 and integral multiples of $1,000,000 in excess thereof. (d) The Administrative Borrower shall elect Borrowers may prepay LIBOR Rate Loans at any time; provided, however, that in the initial event that LIBOR Rate Loans are prepaid on any date that is not the last day of the Interest Period applicable thereto, including as a result of any mandatory prepayment pursuant to a Section 2.05(c) or any application of payments or proceeds of Collateral in accordance with Section 4.03 or 4.04 or for any other reason, including early termination of the term of this Agreement or acceleration of all or any portion of the Obligations pursuant to the terms hereof, the Borrowers shall indemnify, defend and hold the Agents and the Lenders and their participants harmless against any and all Funding Losses in accordance with Section 2.08. (e) Anything to the contrary contained herein notwithstanding, neither any Agent nor any Lender, nor any of their participants, is required actually to acquire eurodollar deposits to fund or otherwise match fund any Obligation as to which interest accrues at the LIBOR Rate. The provisions of this Article II shall apply as if each Lender or its participants had match funded any Obligation as to which interest is accruing at the LIBOR Rate Loan made by acquiring eurodollar deposits for each Interest Period in the amount of the LIBOR Rate Loans. (f) Unless and until a Benchmark Replacement is implemented in accordance with Section 2.12, if prior to the Borrowers by its Notice commencement of Borrowing given to any Interest Period for any LIBOR Rate Loan, (i) the Administrative Agent pursuant shall have determined that either Dollar deposits are not being offered to Section 2.02(a) banks in the London interbank Eurodollar market for the applicable amount and Interest Period of such Loan, or by its notice of conversion given to adequate and reasonable means do not exist for ascertaining LIBOR for such Interest Period, including, without limitation, because the Administrative Agent pursuant determines that either inadequate or insufficient quotations of the London interbank offered rate 128498985v11 exist or the use of “LIBOR” has been discontinued (any determination of Administrative Agent to Section 2.07(cbe conclusive and binding absent manifest error), as or (ii) the case may be. The Administrative Borrower Agent shall elect have received notice from the duration Required Lenders that LIBOR does not adequately and fairly reflect the cost to such Lenders of each succeeding making, funding or maintaining their LIBOR Rate Loans for such Interest Period by giving irrevocable Period, then the Administrative Agent shall give written notice to the Administrative Borrower and to the Lenders as soon as practicable thereafter. Until the Administrative Agent shall notify the Administrative Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (A) the obligations of the Lenders to make LIBOR Rate Loans, or to continue or convert outstanding Loans as or into LIBOR Rate Loans, shall be suspended and (B) all such duration not later than 11:00 a.m. (New York time) affected Loans shall be converted into Reference Rate Loans on the day which is not less than three (3) Business Days prior to the last day of the then current Interest Period applicable to such LIBOR Rate Loan. If the Administrative Agent does not receive timely notice of the Interest Period elected by the Administrative Borrower, the Administrative Borrower shall be deemed to have elected to convert such LIBOR Rate Loan to a Reference Rate Loan, subject to Section 2.07(c) herein belowthereto. (c) The Administrative Borrower may, on the last Business Day of the then current Interest Period applicable to any outstanding LIBOR Rate Loan made to the Borrowers, or on any Business Day with respect to Revolving Loans or any portion of the Term Loan that are Reference Rate Loans, convert any such loan into a loan of another type (i.e., a Reference Rate Loan or a LIBOR Rate Loan) in the same aggregate principal amount, provided that any conversion of a LIBOR Rate Loan made to the Borrowers not made on the last Business Day of the then current Interest Period applicable to such LIBOR Rate Loan shall be subject to Section 2.

Libor Option. (a) In lieu of having The interest charged at the rate under this option is subject to change from time to time based upon changes in the Reference Rate, the Borrowers shall have the option Libor Index (the “LIBOR Option”) to have defined below). The interest on all or a portion of the Loans rate applied will be charged at a rate of 275 basis points over the Libor Index, but not less than an interest rate of 7.75% per annum and will be fixed for a period of three months. For purposes of this paragraph, the Libor Index will be based upon London Interbank Offered Rates (LIBOR) as published in the LIBOR RateWall Street Journal Money Rates Section, utilizing the three month rate (the "Libor Index"). Each Interest Period The Libor Index is not necessarily the lowest rate charged by Lender on its loans. If the Libor Index becomes unavailable during the term of this loan, Lender may designate the Prime Index as a LIBOR Rate Loan made substitute after notice to Borrowers shall commence Borrower. Lender will tell Borrower the current Libor Index rate upon Borrower's request. Borrower understands that Lender may make loans based on other rates as well. The interest rate charged will not be changed more often than each quarter, on the date such LIBOR Rate Loan is made and shall end on such date as the Borrower may elect as set forth in subsection 2.02(a) above; provided that no Interest Period shall end after the last first day of the Final Maturity Date; provided, further, from and after month. Advances under the Amendment Libor Option PROMISSORY NOTE Loan No. 1 Effective Date5641298123 (CONTINUED) Page 2 -------------------------------------------------------------------------------- are subject to "Advance Limitations". Provided Borrower is not in default under this Note, notwithstanding anything Borrower may designate in this Agreement to advance which of the contrary, all Revolving Loans above interest rate indices shall have interest charged based upon the LIBOR Rate. (b) The Administrative Borrower shall elect the initial Interest Period be applicable to a LIBOR Rate Loan made to the Borrowers by its Notice of Borrowing given to the Administrative Agent pursuant to Section 2.02(a) or by its notice of conversion given to the Administrative Agent pursuant to Section 2.07(c), as the case may be. The Administrative Borrower shall elect the duration of each succeeding Interest Period by giving irrevocable written notice to the Administrative Agent of such duration not later than 11:00 a.m. (New York time) on the day which is not less than three (3) Business Days prior to the last day of the then current Interest Period applicable to such LIBOR Rate Loan. If the Administrative Agent does not receive timely notice of the Interest Period elected by the Administrative Borrower, the Administrative Borrower shall be deemed to have elected to convert such LIBOR Rate Loan to a Reference Rate Loan, subject to Section 2.07(c) herein below. (c) The Administrative Borrower may, on the last Business Day of the then current Interest Period applicable to any outstanding LIBOR Rate Loan made to the Borrowers, or on any Business Day with respect to Revolving Loans all or any portion of the Term Loan that are Reference Rate Loans, convert principal balance under this Note. In the absence of any such loan into designation the Default Rate will be in effect. Thereafter, unpaid principal balances under this Note may be converted (at the end of an interest period if the Libor Index is used to determine the interest rate therefor) to another of the above interest rate Options, or continued for an additional interest period, when applicable, as designated by Borrower in advance; and in the absence of sufficient advance designation as to conversion to or continuation of a loan of another type (i.e.Libor Index, the Libor Index shall be converted to the Prime Index. Notwithstanding the foregoing, a Reference Rate Loan or a LIBOR Rate Loan) in the same aggregate Libor Index may not be elected for any principal amountbalance under this Note, provided that nor may any conversion to or continuation of a LIBOR Rate Loan made Libor Index be elected, if the interest period thereof would extend beyond the maturity date of this Note. All payments with respect to the Borrowers not made on the last Business Day of the then current Interest Period applicable to such LIBOR Rate Loan principal shall be subject allocated first to Section 2principal bearing interest at the Default Rate and then to principal bearing interest under the Libor Option.

Libor Option. (a) In lieu Notwithstanding the timing for delivery of having interest charged at the rate based upon the Reference Ratea Notice of Borrowing under Section 2.02(a) hereof, the Borrowers shall have (through the option (the “LIBOR Option”) Administrative Borrower), may, at any time and from time to time, so long as no Default or Event of Default has occurred and is continuing, elect to have interest on all or a portion of the Loans be charged at a rate of interest based upon the LIBOR Rate. Each Rate (the "LIBOR Option") by notifying the Administrative Agent prior to 11:00 a.m. (New York City time) at least 3 Business Days prior to (i) the proposed borrowing date of a Loan (as provided in Section 2.02), (ii) in the case of the conversion of a Reference Rate Loan to a LIBOR Rate Loan, the commencement of the proposed Interest Period or (iii) in the case of the continuation of a LIBOR Rate Loan made to Borrowers shall commence on the date such as a LIBOR Rate Loan is made and shall end on such date as the Borrower may elect as set forth in subsection 2.02(a) above; provided that no Interest Period shall end after Loan, the last day of the Final Maturity Date; then current Interest Period (the "LIBOR Deadline"). Notice of the Borrowers' election of the LIBOR Option for a permitted portion of the Loans and an Interest Period pursuant to this Section 2.07(a) shall be made by delivery to the Administrative Agent of (A) a Notice of Borrowing (in the case of the initial making of a Loan) in accordance with Section 2.02 or (B) a LIBOR Notice prior to the LIBOR Deadline. If a timely notice is provided, furtherbut the Administrative Borrower fails to elect an Interest Period, from the Administrative Borrower will be deemed to have selected an Interest Period of one month. Promptly upon its receipt of each such LIBOR Notice, the Administrative Agent shall notify each of the Lenders. Each LIBOR Notice shall be irrevocable and after binding on the Amendment No. 1 Effective Date, notwithstanding anything in this Agreement to the contrary, all Revolving Loans shall have interest charged based upon the LIBOR RateBorrowers. (b) The Interest on LIBOR Rate Loans shall be payable in accordance with Section 2.04(c). On the last day of each applicable Interest Period, unless the Borrowers (through the Administrative Borrower shall elect Borrower), properly have exercised the initial Interest Period LIBOR Option with respect thereto, the interest rate applicable to a such LIBOR Rate Loan made Loans automatically shall convert to the rate of interest then applicable to Reference Rate Loans of the same type hereunder. At any time that a Default or an Event of Default has occurred and is continuing, the Borrowers by its Notice no longer shall have the option to request that any portion of Borrowing given the Loans bear interest at the LIBOR Rate and the Administrative US-DOCS\103792213.14 Agent shall have the right to convert the interest rate on all outstanding LIBOR Rate Loans to the Administrative Agent pursuant rate of interest then applicable to Section 2.02(a) or by its notice Reference Rate Loans of conversion given to the Administrative Agent pursuant to Section 2.07(c), as the case may be. The Administrative Borrower shall elect the duration of each succeeding Interest Period by giving irrevocable written notice to the Administrative Agent of such duration not later than 11:00 a.m. (New York time) on the day which is not less than three (3) Business Days same type hereunder prior to the last day of the then current Interest Period applicable to such LIBOR Rate Loan. If the Administrative Agent does not receive timely notice of the Interest Period elected by the Administrative Borrower, the Administrative Borrower shall be deemed to have elected to convert such LIBOR Rate Loan to a Reference Rate Loan, subject to Section 2.07(c) herein belowPeriod. (c) Notwithstanding anything to the contrary contained in this Agreement, the Borrowers (i) shall have not more than 5 LIBOR Rate Loans in effect at any given time, and (ii) only may exercise the LIBOR Option for LIBOR Rate Loans of at least $1,000,000 and integral multiples of $100,000 in excess thereof. (d) The Borrowers (through the Administrative Borrower mayBorrower), may prepay LIBOR Rate Loans at any time; provided, however, that in the event that LIBOR Rate Loans are prepaid on any date that is not the last Business Day day of the then current Interest Period applicable thereto, including as a result of any prepayment pursuant to Section 2.05 or any outstanding LIBOR Rate Loan made to application of payments or proceeds of Collateral in accordance with Section 4.03 or Section 4.04 or for any other reason, including early termination of the Borrowers, term of this Agreement or on any Business Day with respect to Revolving Loans acceleration of all or any portion of the Term Loan that are Reference Rate Loans, convert any such loan into a loan of another type (i.e., a Reference Rate Loan or a LIBOR Rate Loan) in the same aggregate principal amount, provided that any conversion of a LIBOR Rate Loan made Obligations pursuant to the terms hereof, the Borrowers not made on shall indemnify, defend, and hold the last Business Day Agents and the Lenders and their participants harmless against any and all Funding Losses in accordance with Section 2.08. (e) Anything to the contrary contained herein notwithstanding, neither any Agent nor any Lender, nor any of their participants, is required actually to acquire eurodollar deposits to fund or otherwise match fund any Obligation as to which interest accrues at the then current Interest Period applicable to such LIBOR Rate Loan shall be subject to Section 2Rate.

Libor Option. (a) In lieu The Borrowers may, at any time and from time to time, so long as no Default or Event of having interest charged at the rate based upon the Reference RateDefault has occurred and is continuing, the Borrowers shall have the option (the “LIBOR Option”) elect to have interest on all or a portion of the Loans be charged at a rate of interest based upon the LIBOR Rate. Each Rate (the "LIBOR Option") by notifying the Administrative Agent prior to 11:00 a.m. (New York City time) at least 3 Business Days prior to (i) the proposed borrowing date of a Loan (as provided in Section 2.02), (ii) in the case of the conversion of a Reference Rate Loan to a LIBOR Rate Loan, the commencement of the proposed Interest Period or (iii) in the case of the continuation of a LIBOR Rate Loan made to Borrowers shall commence on the date such as a LIBOR Rate Loan is made and shall end on such date as the Borrower may elect as set forth in subsection 2.02(a) above; provided that no Interest Period shall end after Loan, the last day of the Final Maturity Date; provided, further, from then current Interest Period (the "LIBOR Deadline"). Notice of the Borrowers' election of the LIBOR Option for a permitted portion of the Loans and after the Amendment No. 1 Effective Date, notwithstanding anything in an Interest Period pursuant to this Agreement Section 2.07(a) shall be made by delivery to the contrary, all Revolving Loans shall have interest charged based upon Administrative Agent of (A) a Notice of Borrowing (in the case of the initial making of a Loan) in accordance with Section 2.02 or (B) a LIBOR Notice prior to the LIBOR RateDeadline (or by telephonic notice received by the Administrative Agent before the LIBOR Deadline (to be confirmed by delivery to the Administrative Agent of a LIBOR Notice received by the Administrative Agent prior to 5:00 p.m. (New York City time) on the same day)). Promptly upon its receipt of each such LIBOR Notice, the Administrative Agent shall provide a copy thereof to each of the Lenders. Each LIBOR Notice shall be irrevocable and binding on the Borrowers. (b) The Administrative Borrower Interest on LIBOR Rate Loans shall elect be payable in accordance with Section 2.04(d). On the initial last day of each applicable Interest Period Period, unless the Borrowers properly have exercised the LIBOR Option with respect thereto, the interest rate applicable to a such LIBOR Rate Loan made Loans automatically shall convert to the rate of interest then applicable to Reference Rate Loans of the same type hereunder. At any time that a Default or an Event of Default has occurred and is continuing, the Borrowers by its Notice no longer shall have the option to request that any portion of Borrowing given to the Loans bear interest at the LIBOR Rate and the Administrative Agent pursuant shall have the right to Section 2.02(a) or by its notice of conversion given convert the interest rate on all outstanding LIBOR Rate Loans to the Administrative Agent pursuant rate of interest then applicable to Section 2.07(c), as Reference Rate Loans of the case may be. The Administrative Borrower shall elect the duration of each succeeding Interest Period by giving irrevocable written notice to the Administrative Agent of such duration not later than 11:00 a.m. (New York time) on the day which is not less than three (3) Business Days same type hereunder prior to the last day of the then current Interest Period applicable to such LIBOR Rate Loan. If the Administrative Agent does not receive timely notice of the Interest Period elected by the Administrative Borrower, the Administrative Borrower shall be deemed to have elected to convert such LIBOR Rate Loan to a Reference Rate Loan, subject to Section 2.07(c) herein belowPeriod. (c) Notwithstanding anything to the contrary contained in this Agreement, the Borrowers (i) shall have not more than 5 LIBOR Rate Loans in effect at any given time, and (ii) only may exercise the LIBOR Option for LIBOR Rate Loans of at least $500,000 and integral multiples of $100,000 in excess thereof. (d) The Administrative Borrower mayBorrowers may prepay LIBOR Rate Loans at any time; provided, however, that, in the event that LIBOR Rate Loans are prepaid on any date that is not the last Business Day day of the then current Interest Period applicable thereto, including as a result of any mandatory prepayment pursuant to Section 2.05(c) or any outstanding LIBOR Rate Loan made to application of payments or proceeds of Collateral in accordance with Section 4.03 or Section 4.04 or for any other reason, including early termination of the Borrowers, term of this Agreement or on any Business Day with respect to Revolving Loans acceleration of all or any portion of the Term Loan that are Reference Obligations pursuant to the terms hereof, the Borrowers shall indemnify, defend, and hold the Agents and the Lenders and their participants harmless against any and all Funding Losses in accordance with Section 2.08. (e) Anything to the contrary contained herein notwithstanding, neither any Agent nor any Lender, nor any of their participants, is required actually to acquire eurodollar deposits to fund or otherwise match fund any Obligation as to which interest accrues at the LIBOR Rate. The provisions of this Article II shall apply as if each Lender or its participants had match funded any Obligation as to which interest is accruing at the LIBOR Rate by acquiring eurodollar deposits for each Interest Period in the amount of the LIBOR Rate Loans, convert any such loan into a loan of another type (i.e., a Reference Rate Loan or a LIBOR Rate Loan) in the same aggregate principal amount, provided that any conversion of a LIBOR Rate Loan made to the Borrowers not made on the last Business Day of the then current Interest Period applicable to such LIBOR Rate Loan shall be subject to Section 2.

Libor Option. (a) In lieu of having interest charged The Borrowers may, at the rate based upon the Reference Rate, the Borrowers shall have the option (the “LIBOR Option”) any time and from time to time elect to have interest on all or a portion of the Loans be charged at a rate of interest based upon the LIBOR Rate. Each Rate (the “LIBOR Option”) by notifying the Administrative Agent prior to 11:00 a.m. (New York City time) at least three Business Days prior to (i) the proposed borrowing date of a Loan (as provided in Section 2.02), (ii) in the case of the conversion of a Reference Rate Loan to a LIBOR Rate Loan, the commencement of the proposed Interest Period or (iii) in the case of the continuation of a LIBOR Rate Loan made to Borrowers shall commence on the date such as a LIBOR Rate Loan is made and shall end on such date as the Borrower may elect as set forth in subsection 2.02(a) above; provided that no Interest Period shall end after Loan, the last day of the Final Maturity Date; provided, further, from then current Interest Period (the “LIBOR Deadline”). Notice of the Borrowers’ election of the LIBOR Option for a permitted portion of the Loans and after the Amendment No. 1 Effective Date, notwithstanding anything in an Interest Period pursuant to this Agreement Section 2.07(a) shall be made by delivery to the contrary, all Revolving Loans shall have interest charged based upon Administrative Agent of (A) a Notice of Borrowing (in the case of the initial making of a Loan) in accordance with Section 2.02 or (B) a LIBOR Notice prior to the LIBOR RateDeadline (or by telephonic notice received by the Administrative Agent before the LIBOR Deadline (to be confirmed by delivery to the Administrative Agent of a LIBOR Notice received by the Administrative Agent prior to 5:00 p.m. (New York City time) on the same day)). Promptly upon its receipt of each such LIBOR Notice, the Administrative Agent shall provide a copy thereof to each of the Lenders. Each LIBOR Notice shall be irrevocable and binding on the Borrowers. Notwithstanding the foregoing, if an Event of Default has occurred and is continuing, the Administrative Agent or the Required Lenders may elect, by written notice to the Administrative Borrower, for the LIBOR Option to cease to be available until such Event of Default is cured or waived. (b) The Administrative Borrower Interest on LIBOR Rate Loans shall elect be payable in accordance with Section 2.04(d). On the initial last day of each applicable Interest Period Period, unless the Borrowers properly have exercised the LIBOR Option with respect thereto, the interest rate applicable to such LIBOR Rate Loans automatically shall continue as a LIBOR Rate Loan made to the Borrowers by its Notice of Borrowing given to the Administrative Agent pursuant to Section 2.02(a) or by its notice of conversion given to the Administrative Agent pursuant to Section 2.07(c), as the case may be. The Administrative Borrower shall elect the duration of each succeeding with an Interest Period of one month. At any time that an Event of Default has occurred and is continuing and the Required Lenders have so elected, by giving irrevocable written notice to the Administrative Borrower, the Borrowers no longer shall have the option to request that any portion of the Loans bear interest at the LIBOR Rate and the Administrative Agent shall have the right to convert the interest rate on all outstanding LIBOR Rate Loans to the rate of interest then applicable to Reference Rate Loans of the same type hereunder on the last day of the then current Interest Period. (c) Notwithstanding anything to the contrary contained in this Agreement, the Borrowers (i) shall have not more than 10 LIBOR Rate Loans in effect at any given time, and (ii) only may exercise the LIBOR Option for LIBOR Rate Loans of at least $500,000 and integral multiples of $100,000 in excess thereof. (d) The Borrowers may prepay LIBOR Rate Loans at any time; provided, however, that in the event that LIBOR Rate Loans are prepaid on any date that is not the last day of the Interest Period applicable thereto, including as a result of any mandatory prepayment pursuant to Section 2.05(c) or any application of payments or proceeds of Collateral in accordance with Section 4.03 or 4.04 or for any other reason, including early termination of the term of this Agreement or acceleration of all or any portion of the Obligations pursuant to the terms hereof, the Borrowers shall indemnify, defend and hold the Administrative Agent and the Lenders and their participants harmless against any and all Funding Losses in accordance with Section 2.08. (e) Anything to the contrary contained herein notwithstanding, neither the Administrative Agent nor any Lender, nor any of their participants, is required actually to acquire eurodollar deposits to fund or otherwise match fund any Obligation as to which interest accrues at the LIBOR Rate. The provisions of this Article II shall apply as if each Lender or its participants had match funded any Obligation as to which interest is accruing at the LIBOR Rate by acquiring eurodollar deposits for each Interest Period in the amount of the LIBOR Rate Loans. (f) Unless and until a Replacement Rate is implemented in accordance with clause (g) below, if prior to the commencement of any Interest Period for any LIBOR Rate Loan, (i) the Administrative Agent shall have determined that either Dollar deposits are not being offered to banks in the London interbank Eurodollar market for the applicable amount and Interest Period of such duration Loan, or adequate and reasonable means do not later than 11:00 a.m. exist for ascertaining LIBOR for such Interest Period, including, without limitation, because the Administrative Agent determines that either inadequate or insufficient quotations of the London interbank offered rate exist or the use of “LIBOR” has been discontinued (New York timeany determination of Administrative Agent to be conclusive and binding absent manifest error), or (ii) the Administrative Agent shall have received written notice from the Required Lenders that LIBOR does not adequately and fairly reflect the cost to such Lenders of making, funding or maintaining their LIBOR Rate Loans for such Interest Period, then the Administrative Agent shall give written notice to the Administrative Borrower and to the Lenders as soon as practicable thereafter. Until the Administrative Agent shall notify the Administrative Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (A) the obligations of the Lenders to make LIBOR Rate Loans, or to continue or convert outstanding Loans as or into LIBOR Rate Loans, shall be suspended and (B) all such affected Loans shall be converted into Reference Rate Loans on the day which is not less than three (3) Business Days prior to the last day of the then current Interest Period applicable thereto. (g) Notwithstanding anything to the contrary contained herein, if at any time the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (i) the circumstances described in Section 2.07(f)(i) or (f)(ii) have arisen and such circumstances are unlikely to be temporary, (ii) syndicated loans currently being executed, or that include language similar to that contained in Section 2.07(f), are being executed or amended (as applicable), to incorporate or adopt a new benchmark interest rate to replace LIBOR or (iii) the supervisor for the administrator of LIBOR or a Governmental Authority has made a public statement identifying a specific date after which LIBOR shall no longer be used for determining interest rates for loans, then the Administrative Agent, in consultation with the Administrative Borrower, shall endeavor to establish an alternate index rate (the “Replacement Rate”) that gives due consideration to the then prevailing market convention for determining a rate of interest for leveraged syndicated loans in the United States at such time, in which case the Replacement Rate shall, subject to the following provisions of this Section 2.07(g), replace such applicable interest rate for all purposes under the Loan Documents unless and until (A) an event described in Section 2.07(f)(i), (f)(ii), (g)(i), (g)(ii) or (g)(iii) occurs with respect to the Replacement Rate or (B) the Required Lenders through the Administrative Agent notify the Administrative Borrower that the Replacement Rate does not adequately and fairly reflect the cost to the Lenders of making, funding or maintaining the Loans bearing interest at the Replacement Rate. In connection with the establishment and application of the Replacement Rate, this Agreement and the other Loan Documents shall be amended solely with the consent of the Administrative Agent and the Administrative Borrower as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 2.07(g). Notwithstanding anything to the contrary in Section 12.02, such amendment shall become effective without any further action or consent of any Lender so long as the Administrative Agent shall not have received, within five Business Days after the date notice such amendment is provided to the Lenders, a written notice from Required Lenders stating that they object to such LIBOR amendment (which amendment shall not be effective prior to the end of such five Business Day notice period). To the extent the Replacement Rate Loanis adopted as contemplated hereby, the Replacement Rate shall be applied in a manner consistent with prevailing market convention; provided that, to the extent no prevailing market convention exists or such prevailing market convention is not administratively feasible for the Administrative Agent, such Replacement Rate shall be applied in a manner as otherwise reasonably determined by the Administrative Agent in consultation with the Administrative Borrower. If the Administrative Agent does not receive timely makes a determination described in clause (i), (ii) or (iii) above, until a Replacement Rate has been determined and an amendment with respect thereto has become effective in accordance with the terms and conditions of this paragraph, (x) any notice from a Borrower that requests the conversion of the Interest Period elected by the Administrative Borrowerany Reference Rate Loan to, the Administrative Borrower shall be deemed to have elected to convert such or continuation of any LIBOR Rate Loan to a Reference Rate Loan, subject to Section 2.07(c) herein below. (c) The Administrative Borrower may, on the last Business Day of the then current Interest Period applicable to any outstanding LIBOR Rate Loan made to the Borrowers, or on any Business Day with respect to Revolving Loans or any portion of the Term Loan that are Reference Rate Loans, convert any such loan into a loan of another type (i.e.as, a Reference Rate Loan or a LIBOR Rate Loan) in the same aggregate principal amount, provided that any conversion of a LIBOR Rate Loan made to the Borrowers not made on the last Business Day of the then current Interest Period applicable to such LIBOR Rate Loan shall be subject ineffective, and (y) if any notice of borrowing requests a LIBOR Rate Loan, such Loan shall be made as a Reference Rate Loan. Notwithstanding anything contained herein to Section 2the contrary, if such Replacement Rate as determined in this paragraph is determined to be less than 0.00% per annum, such rate shall be deemed to be 0.00% per annum for the purposes of this Agreement.

Libor Option. (a) In lieu Borrower may, at any time and from time to time, so long as no Default or Event of having interest charged at the rate based upon the Reference RateDefault has occurred and is continuing, the Borrowers shall have the option (the “LIBOR Option”) elect to have interest on all or a portion of the Loans Advances be charged at a rate of interest based upon the LIBOR Rate. Each Interest Period of a Rate (the “LIBOR Rate Loan made to Borrowers shall commence on the date such LIBOR Rate Loan is made and shall end on such date as the Borrower may elect as set forth in subsection 2.02(aOption”) above; provided that no Interest Period shall end after the last day of the Final Maturity Date; provided, further, from and after the Amendment No. 1 Effective Date, notwithstanding anything in this Agreement to the contrary, all Revolving Loans shall have interest charged based upon the LIBOR Rate. (b) The Administrative Borrower shall elect the initial Interest Period applicable to a LIBOR Rate Loan made to the Borrowers by its Notice of Borrowing given to notifying the Administrative Agent pursuant prior to Section 2.02(a) or by its notice of conversion given to the Administrative Agent pursuant to Section 2.07(c), as the case may be. The Administrative Borrower shall elect the duration of each succeeding Interest Period by giving irrevocable written notice to the Administrative Agent of such duration not later than 11:00 a.m. (12:00 noon New York time) on the day which is not less than time at least three (3) Business Days prior to (i) the proposed Funding Date of an Advance (as provided in Section 2.11), (ii) in the case of the conversion of a Reference Rate Advance to a LIBOR Rate Advance, the commencement of the proposed Interest Period or (iii) in the case of the continuation of a LIBOR Rate Advance as a LIBOR Rate Advance, the last day of the then current Interest Period (the “LIBOR Deadline”). If such notice of conversion or continuation fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one (1) month. Notice of Borrower’s election of the LIBOR Option for a permitted portion of the Advances and an Interest Period pursuant to this Section 2.6(a) shall be made by delivery to the Administrative Agent of (A) a Payment/Advance Form (in the case of the initial making of a Advance) in accordance with Section 2.11 or (B) a LIBOR Notice prior to the LIBOR Deadline. Promptly upon its receipt of each such LIBOR Notice, the Administrative Agent shall notify each of the Lenders. Each LIBOR Notice shall be irrevocable and binding on Borrower. (b) Interest on LIBOR Rate Advances shall be payable in accordance with Section 2.3. On the last day of each applicable Interest Period, unless Borrower shall have properly exercised the LIBOR Option with respect thereto, the interest rate applicable to such LIBOR Rate LoanAdvances automatically shall convert to the rate of interest then applicable to Reference Rate Advances of the same type hereunder. If At any time that a Default or an Event of Default has occurred and is continuing, Borrower no longer shall have the option to request that any portion of the Advances bear interest at the LIBOR Rate and the Administrative Agent does not receive timely notice shall have the right to convert the interest rate on all outstanding LIBOR Rate Advances to the rate of interest then applicable to Reference Rate Advances of the same type hereunder on the last day of the then current Interest Period elected by the Administrative Borrower, the Administrative Borrower shall be deemed to have elected to convert such LIBOR Rate Loan to a Reference Rate Loan, subject to Section 2.07(c) herein belowPeriod. (c) The Administrative Borrower may, on the last any Business Day of the then then-current Interest Period applicable to any outstanding LIBOR Rate Loan made to the BorrowersAdvance, or on any Business Day with respect to Revolving Loans or any portion of the Term Loan that are Reference Rate LoansAdvances, convert any such loan Advance into a loan of another type of Advance (i.e., a Reference Rate Loan Advance or a LIBOR Rate LoanAdvance) in the same aggregate principal amount, provided provided, that any conversion of a LIBOR Rate Loan made to the Borrowers not made on the last Business Day of the then current Interest Period applicable to such LIBOR Rate Loan shall be subject to Section 2.Rate

Libor Option. (a) In lieu The Borrowers may, at any time and from time to time, so long as no Default or Event of having interest charged at the rate based upon the Reference RateDefault has occurred and is continuing, the Borrowers shall have the option (the “LIBOR Option”) elect to have interest on all or a portion of the Loans be charged at a rate of interest based upon the LIBOR Rate. Each Rate (the "LIBOR Option") by notifying the Administrative Agent prior to 11:00 a.m. (New York City time) at least 3 Business Days prior to (i) the commencement of the proposed Interest Period or (ii) in the case of the conversion of a LIBOR Rate Loan made to Borrowers shall commence on the date such LIBOR into a Reference Rate Loan is made and shall end on such date as the Borrower may elect as set forth in subsection 2.02(a) above; provided that no Interest Period shall end after the last day of the Final Maturity Date; providedLoan, further, from and after the Amendment No. 1 Effective Date, notwithstanding anything in this Agreement to the contrary, all Revolving Loans shall have interest charged based upon the LIBOR Rate. (b) The Administrative Borrower shall elect the initial Interest Period applicable to a LIBOR Rate Loan made to the Borrowers by its Notice of Borrowing given to the Administrative Agent pursuant to Section 2.02(a) or by its notice of conversion given to the Administrative Agent pursuant to Section 2.07(c), as the case may be. The Administrative Borrower shall elect the duration of each succeeding Interest Period by giving irrevocable written notice to the Administrative Agent of such duration not later than 11:00 a.m. (New York time) on the day which is not less than three (3) Business Days prior to the last day of the then current Interest Period (the "LIBOR Deadline"). Notice of the Borrowers' election of the LIBOR Option for a permitted portion of the Loans and an Interest Period pursuant to this Section 2.07(a) shall be made by delivery to the Administrative Agent of a LIBOR Notice received by the Administrative Agent before the LIBOR Deadline, or by telephonic notice received by the Administrative Agent before the LIBOR Deadline (to be confirmed by delivery to the Administrative Agent of a LIBOR Notice received by the Administrative Agent prior to 5:00 p.m. (New York City time) on the same day). Promptly upon its receipt of each such LIBOR Notice, the Administrative Agent shall provide a copy thereof to each of the Lenders. Each LIBOR Notice shall be irrevocable and binding on the Borrowers. (b) Interest on LIBOR Rate Loans shall be payable in accordance with Section 2.04(c). On the last day of each applicable Interest Period, unless the Borrowers properly have exercised the LIBOR Option with respect thereto, the interest rate applicable to such LIBOR Rate LoanLoans automatically shall convert to the rate of interest then applicable to Reference Rate Loans of the same type hereunder. If At any time that a Default or an Event of Default has occurred and is continuing, the Borrowers no longer shall have the option to request that any portion of the Loans bear interest at the LIBOR Rate and the Administrative Agent does not receive timely notice shall have the right to convert the interest rate on all outstanding LIBOR Rate Loans to the rate of interest then applicable to Reference Rate Loans of the Interest Period elected by the Administrative Borrower, the Administrative Borrower shall be deemed to have elected to convert such LIBOR Rate Loan to a Reference Rate Loan, subject to Section 2.07(c) herein belowsame type hereunder. (c) Notwithstanding anything to the contrary contained in this Agreement, the Borrowers (i) shall have not more than six (6) LIBOR Rate Loans in effect at any given time, and (ii) only may exercise the LIBOR Option for LIBOR Rate Loans of at least $500,000 and integral multiples of $100,000 in excess thereof. (d) The Administrative Borrower mayBorrowers may prepay LIBOR Rate Loans at any time; provided, however, that in the event that LIBOR Rate Loans are prepaid on any date that is not the last Business Day day of the then current Interest Period applicable thereto, including as a result of any mandatory prepayment pursuant to Section 2.05(c) or any outstanding LIBOR Rate Loan made to the Borrowersapplication of payments or proceeds of Collateral in accordance with Section 4.03, or on for any Business Day with respect to Revolving Loans other reason, including early termination of the term of this Agreement or acceleration of all or any portion of the Term Loan that are Reference Obligations pursuant to the terms hereof, the Borrowers shall indemnify, defend, and hold the Agents and the Lenders and their participants harmless against any and all Funding Losses in accordance with Section 2.09. (e) Anything to the contrary contained herein notwithstanding, neither any Agent nor any Lender, nor any of their participants, is required actually to acquire eurodollar deposits to fund or otherwise match fund any Obligation as to which interest accrues at the LIBOR Rate. The provisions of this Article II shall apply as if each Lender or its participants had match funded any Obligation as to which interest is accruing at the LIBOR Rate by acquiring eurodollar deposits for each Interest Period in the amount of the LIBOR Rate Loans, convert any such loan into a loan of another type (i.e., a Reference Rate Loan or a LIBOR Rate Loan) in the same aggregate principal amount, provided that any conversion of a LIBOR Rate Loan made to the Borrowers not made on the last Business Day of the then current Interest Period applicable to such LIBOR Rate Loan shall be subject to Section 2.

Libor Option. (a) In lieu The Borrowers may, at any time and from time to time, so long as no Event of having interest charged at the rate based upon the Reference RateDefault has occurred and is continuing, the Borrowers shall have the option (the “LIBOR Option”) elect to have interest on all or a portion of the Loans be charged at a rate of interest based upon the LIBOR Rate. Each Rate (the "LIBOR Option") by notifying the Administrative Agent prior to 11:00 a.m. (New York City time) at least 3 Business Days prior to (i) the proposed borrowing date of a Loan (as provided in Section 2.02), (ii) in the case of the conversion of a Reference Rate Loan to a LIBOR Rate Loan, the commencement of the proposed Interest Period or (iii) in the case of the continuation of a LIBOR Rate Loan made to Borrowers shall commence on the date such as a LIBOR Rate Loan is made and shall end on such date as the Borrower may elect as set forth in subsection 2.02(a) above; provided that no Interest Period shall end after Loan, the last day of the Final Maturity Date; provided, further, from then current Interest Period (the "LIBOR Deadline"). Notice of the Borrowers' election of the LIBOR Option for a permitted portion of the Loans and after the Amendment No. 1 Effective Date, notwithstanding anything in an Interest Period pursuant to this Agreement Section 2.07(a) shall be made by delivery to the contrary, all Revolving Loans shall have interest charged based upon Administrative Agent of (A) a Notice of Borrowing (in the case of the initial making of a Loan) in accordance with Section 2.02 or (B) a LIBOR Notice prior to the LIBOR RateDeadline. Promptly upon its receipt of each such LIBOR Notice, the Administrative Agent shall provide a copy thereof to each of the Lenders. Each LIBOR Notice shall be irrevocable and binding on the Borrowers. (b) Interest on LIBOR Rate Loans shall be payable in accordance with Section 2.04(d). On the last day of each applicable Interest Period, unless the Borrowers properly have exercised the LIBOR Option with respect thereto, the interest rate applicable to such LIBOR Rate Loans automatically shall convert to the rate of interest then applicable to Reference Rate Loans of the same type hereunder. At any time that an Event of Default has occurred and is continuing, the Borrowers no longer shall have the option to request that any portion of the Loans bear interest at the LIBOR Rate and the Administrative Agent shall have the right to convert the interest rate on all outstanding LIBOR Rate Loans to the rate of interest then applicable to Reference Rate Loans of the same type hereunder on the last day of the then current Interest Period. (c) Notwithstanding anything to the contrary contained in this Agreement, the Borrowers (i) shall have not more than 6 LIBOR Rate Loans in effect at any given time, and (ii) only may exercise the LIBOR Option for LIBOR Rate Loans of at least $500,000 and integral multiples of $100,000 in excess thereof. (d) The Administrative Borrower shall elect Borrowers may prepay LIBOR Rate Loans at any time; provided, however, that in the initial event that LIBOR Rate Loans are prepaid on any date that is not the last day of the Interest Period applicable thereto, including as a result of any application of payments or proceeds of Collateral in accordance with Section 4.03 or Section 4.04 or for any other reason, including early termination of the term of this Agreement or acceleration of all or any portion of the Obligations pursuant to a the terms hereof, the Borrowers shall indemnify, defend, and hold the Agents and the Lenders and their participants harmless against any and all Funding Losses in accordance with Section 2.08. (e) Anything to the contrary contained herein notwithstanding, neither any Agent nor any Lender, nor any of their participants, is required actually to acquire eurodollar deposits to fund or otherwise match fund any Obligation as to which interest accrues at the LIBOR Rate. The provisions of this Article II shall apply as if each Lender or its participants had match funded any Obligation as to which interest is accruing at the LIBOR Rate Loan made by acquiring eurodollar deposits for each Interest Period in the amount of the LIBOR Rate Loans. (f) Unless and until a Replacement Rate is implemented in accordance with clause (g) below, if prior to the Borrowers by its Notice commencement of Borrowing given to any Interest Period for any LIBOR Rate Loan, (i) the Administrative Agent pursuant shall have determined that either Dollar deposits are not being offered to Section 2.02(a) banks in the London interbank Eurodollar market for the applicable amount and Interest Period of such Loan, or by its notice of conversion given to adequate and reasonable means do not exist for ascertaining LIBOR for such Interest Period, including, without limitation, because the Administrative Agent pursuant determines that either inadequate or insufficient quotations of the London interbank offered rate exist or the use of "LIBOR" has been discontinued (any determination of Administrative Agent to Section 2.07(cbe conclusive and binding absent manifest error), as or (ii) the case may be. The Administrative Borrower Agent shall elect have received notice from the duration Required Lenders that LIBOR does not adequately and fairly reflect the cost to such Lenders of each succeeding making, funding or maintaining their LIBOR Rate Loans for such Interest Period by giving irrevocable Period, then the Administrative Agent shall give written notice to the Administrative Borrower and to the Lenders as soon as practicable thereafter. Until the Administrative Agent shall notify the Administrative Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (A) the obligations of the Lenders to make LIBOR Rate Loans, or to continue or convert outstanding Loans as or into LIBOR Rate Loans, shall be suspended and (B) all such duration not later than 11:00 a.m. (New York time) affected Loans shall be converted into Reference Rate Loans on the day which is not less than three (3) Business Days prior to the last day of the then current Interest Period applicable thereto. (g) Notwithstanding anything to the contrary contained herein, if at any time the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (i) the circumstances described in Section 2.07(f)(i) or (f)(ii) have arisen and such circumstances are unlikely to be temporary, (ii) syndicated loans currently being executed, or that include language similar to that contained in Section 2.07(f), are being executed or amended (as applicable), to incorporate or adopt a new benchmark interest rate to replace LIBOR or (iii) the supervisor for the administrator of LIBOR or a Governmental Authority has made a public statement identifying a specific date after which LIBOR shall no longer be used for determining interest rates for loans, then the Administrative Agent, in consultation with the Administrative Borrower, shall endeavor to establish an alternate index rate (the "Replacement Rate") that gives due consideration to the then prevailing market convention for determining a rate of interest for leveraged syndicated loans in the United States at such time, in which case the Replacement Rate shall, subject to the following provisions of this Section 2.07(g), replace such applicable interest rate for all purposes under the Loan Documents unless and until (A) an event described in Section 2.07(f)(i), (f)(ii), (g)(i), (g)(ii) or (g)(iii) occurs with respect to the Replacement Rate or (B) the Required Lenders through the Administrative Agent notify the Administrative Borrower that the Replacement Rate does not adequately and fairly reflect the cost to the Lenders of making, funding or maintaining the Loans bearing interest at the Replacement Rate. In connection with the establishment and application of the Replacement Rate, this Agreement and the other Loan Documents shall be amended solely with the consent of the Administrative Agent and the Administrative Borrower as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 2.07(g). Notwithstanding anything to the contrary in Section 12.02, such amendment shall become effective without any further action or consent of any Lender so long as the Administrative Agent shall not have received, within five (5) Business Days after the date notice such amendment is provided to the Lenders, a written notice from Required Lenders stating that they object to such LIBOR amendment (which amendment shall not be effective prior to the end of such five (5) Business Day notice period). To the extent the Replacement Rate Loanis adopted as contemplated hereby, the Replacement Rate shall be applied in a manner consistent with prevailing market convention; provided that, to the extent no prevailing market convention exists or such prevailing market convention is not administratively feasible for the Administrative Agent, such Replacement Rate shall be applied in a manner as otherwise reasonably determined by the Administrative Agent in consultation with the Administrative Borrower. If the Administrative Agent does not receive timely makes a determination described in clause (i), (ii) or (iii) above, until a Replacement Rate has been determined and an amendment with respect thereto has become effective in accordance with the terms and conditions of this paragraph, (x) any notice from a Borrower that requests the conversion of the Interest Period elected by the Administrative Borrowerany Reference Rate Loan to, the Administrative Borrower shall be deemed to have elected to convert such or continuation of any LIBOR Rate Loan to a Reference Rate Loan, subject to Section 2.07(c) herein below. (c) The Administrative Borrower may, on the last Business Day of the then current Interest Period applicable to any outstanding LIBOR Rate Loan made to the Borrowers, or on any Business Day with respect to Revolving Loans or any portion of the Term Loan that are Reference Rate Loans, convert any such loan into a loan of another type (i.e.as, a Reference Rate Loan or a LIBOR Rate Loan) in the same aggregate principal amount, provided that any conversion of a LIBOR Rate Loan made to the Borrowers not made on the last Business Day of the then current Interest Period applicable to such LIBOR Rate Loan shall be subject ineffective, and (y) if any notice of borrowing requests a LIBOR Rate Loan, such Loan shall be made as a Reference Rate Loan. Notwithstanding anything contained herein to Section 2the contrary, if such Replacement Rate as determined in this paragraph is determined to be less than 0.00% per annum, such rate shall be deemed to be 0.00% per annum for the purposes of this Agreement.

Libor Option. (a) In lieu The Borrowers may, at any time and from time to time, so long as no Default or Event of having interest charged at the rate based upon the Reference RateDefault has occurred and is continuing, the Borrowers shall have the option (the “LIBOR Option”) elect to have interest on all or a portion of the Loans be charged at a rate of interest based upon the LIBOR Rate. Each Rate (the "LIBOR Option") by notifying the Administrative Agent in writing prior to 11:00 a.m. (New York City time) at least 3 Business Days prior to (i) the proposed borrowing date of a Loan (as provided in Section 2.02), (ii) in the case of the conversion of a Reference Rate Loan to a LIBOR Rate Loan, the commencement of the proposed Interest Period or (iii) in the case of the continuation of a LIBOR Rate Loan made to Borrowers shall commence on the date such as a LIBOR Rate Loan is made and shall end on such date as the Borrower may elect as set forth in subsection 2.02(a) above; provided that no Interest Period shall end after Loan, the last day of the Final Maturity Date; provided, further, from then current Interest Period (the "LIBOR Deadline"). Notice of the Borrowers' election of the LIBOR Option for a permitted portion of the Loans and after the Amendment No. 1 Effective Date, notwithstanding anything in an Interest Period pursuant to this Agreement Section 2.07(a) shall be made by delivery to the contrary, all Revolving Loans shall have interest charged based upon Administrative Agent of (A) a Notice of Borrowing (in the case of the initial making of a Loan) in accordance with Section 2.02 or (B) a LIBOR Notice prior to the LIBOR RateDeadline. In the event the Borrowers fail to specify an Interest Period for any LIBOR Rate Loan in the applicable Notice of Borrowing or LIBOR Notice, such Borrowers shall be deemed to have selected an Interest Period of one month. Promptly upon its receipt of each such LIBOR Notice, the Administrative Agent shall notify each of the Lenders of its receipt thereof. Each LIBOR Notice shall be irrevocable and binding on the Borrowers. (b) Interest on LIBOR Rate Loans shall be payable in accordance with Section 2.04(c). On the last day of each applicable Interest Period, unless the Borrowers properly have exercised the LIBOR Option with respect thereto, the interest rate applicable to such LIBOR Rate Loans automatically shall convert to the rate of interest then applicable to Reference Rate Loans of the same type hereunder. At any time that a Default or an Event of Default has occurred and is continuing, the Borrowers no longer shall have the option to request that any portion of the Loans bear interest at the LIBOR Rate and the Administrative Agent shall have the right to convert the interest rate on all outstanding LIBOR Rate Loans to the rate of interest then applicable to Reference Rate Loans of the same type hereunder on the last day of the then current Interest Period. (c) Notwithstanding anything to the contrary contained in this Agreement, the Borrowers (i) shall have not more than 4 LIBOR Rate Loans in effect at any given time, and (ii) only may exercise the LIBOR Option for LIBOR Rate Loans of at least $500,000 and integral multiples of $100,000 in excess thereof. (d) The Administrative Borrower shall elect Borrowers may prepay LIBOR Rate Loans at any time; provided, however, that in the initial event that LIBOR Rate Loans are prepaid on any date that is not the last day of the Interest Period applicable thereto, including as a result of any mandatory prepayment pursuant to a Section 2.05(c) or any application of payments or proceeds of Collateral in accordance with Section 4.03 or Section 4.04 or for any other reason, including early termination of the term of this Agreement or acceleration of all or any portion of the Obligations pursuant to the terms hereof, the Borrowers shall indemnify, defend, and hold the Agents and the Lenders and their participants harmless against any and all Funding Losses in accordance with Section 2.08. (e) Anything to the contrary contained herein notwithstanding, neither any Agent nor any Lender, nor any of their participants, is required actually to acquire eurodollar deposits to fund or otherwise match fund any Obligation as to which interest accrues at the LIBOR Rate. The provisions of this ARTICLE II shall apply as if each Lender or its participants had match funded any Obligation as to which interest is accruing at the LIBOR Rate Loan made by acquiring eurodollar deposits for each Interest Period in the amount of the LIBOR Rate Loans. (f) If prior to the Borrowers by its Notice commencement of Borrowing given to any Interest Period for any LIBOR Rate Loan, (i) the Administrative Agent pursuant to Section 2.02(a) or by its notice of conversion given to shall have determined that adequate and reasonable means do not exist for ascertaining LIBOR for such Interest Period, including, without limitation, because the Administrative Agent pursuant determines that either inadequate or insufficient quotations of the London interbank offered rate exist or the use of "LIBOR" has been discontinued (any determination of Administrative Agent to Section 2.07(cbe conclusive and binding absent manifest error), as or (ii) the case may be. The Administrative Borrower Agent shall elect have received notice from the duration Required Lenders that LIBOR does not adequately and fairly reflect the cost to such Lenders of each succeeding making, funding or maintaining their LIBOR Rate Loans for such Interest Period by giving irrevocable Period, then the Administrative Agent shall give written notice to the Administrative Borrower and to the Lenders as soon as practicable thereafter. Until the Administrative Agent shall notify the Administrative Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (A) the obligations of the Lenders to make LIBOR Rate Loans, or to continue or convert outstanding Loans as or into LIBOR Rate Loans, shall be suspended and (B) all such duration not later than 11:00 a.m. (New York time) affected Loans shall be converted into Reference Rate Loans on the day which is not less than three (3) Business Days prior to the last day of the then current Interest Period applicable to such LIBOR Rate Loan. If the Administrative Agent does not receive timely notice of the Interest Period elected by the Administrative Borrower, the Administrative Borrower shall be deemed to have elected to convert such LIBOR Rate Loan to a Reference Rate Loan, subject to Section 2.07(c) herein belowthereto. (c) The Administrative Borrower may, on the last Business Day of the then current Interest Period applicable to any outstanding LIBOR Rate Loan made to the Borrowers, or on any Business Day with respect to Revolving Loans or any portion of the Term Loan that are Reference Rate Loans, convert any such loan into a loan of another type (i.e., a Reference Rate Loan or a LIBOR Rate Loan) in the same aggregate principal amount, provided that any conversion of a LIBOR Rate Loan made to the Borrowers not made on the last Business Day of the then current Interest Period applicable to such LIBOR Rate Loan shall be subject to Section 2.

Libor Option. (aA) In lieu Borrowers may, at any time and from time to time, so long as no Event of having interest charged at the rate based upon the Reference RateDefault has occurred and is continuing, the Borrowers shall have the option (the “LIBOR Option”) elect to have interest on all or a portion of the Loans be charged at a rate of interest based upon exercise the LIBOR Rate. Each Interest Period of a LIBOR Rate Loan made Option by notifying Agent prior to Borrowers shall commence on the date such LIBOR Rate Loan is made and shall end on such date as the Borrower may elect as set forth in subsection 2.02(a) above; provided that no Interest Period shall end after the last day of the Final Maturity Date; provided, further, from and after the Amendment No. 1 Effective Date, notwithstanding anything in this Agreement to the contrary, all Revolving Loans shall have interest charged based upon the LIBOR Rate. (b) The Administrative Borrower shall elect the initial Interest Period applicable to a LIBOR Rate Loan made to the Borrowers by its Notice of Borrowing given to the Administrative Agent pursuant to Section 2.02(a) or by its notice of conversion given to the Administrative Agent pursuant to Section 2.07(c), as the case may be. The Administrative Borrower shall elect the duration of each succeeding Interest Period by giving irrevocable written notice to the Administrative Agent of such duration not later than 11:00 a.m. (New York time) on the day which is not less than at least three (3) Business Days prior to the commencement of the proposed Interest Period (the “LIBOR Deadline”). Notice of Borrowers’ election of the LIBOR Option for a permitted portion of the Term Loans and an Interest Period pursuant to this Section shall be made by delivery to Agent of a LIBOR Notice received by Agent before the LIBOR Deadline. Promptly upon its receipt of each such LIBOR Notice, Agent shall provide a copy thereof to each of the affected Lenders. (B) Each LIBOR Notice shall be irrevocable and binding on Borrowers. In connection with each LIBOR Rate Loan, each Borrower shall indemnify, defend, and hold Agent and the Lenders harmless against any loss, cost, or expense actually incurred by Agent or any Lender as a result of (A) the payment or required assignment of any principal of any LIBOR Rate Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (B) the conversion of any LIBOR Rate Loan other than on the last day of the then current Interest Period applicable thereto, or (C) the failure to such LIBOR Rate Loan. If the Administrative Agent does not receive timely notice of the Interest Period elected by the Administrative Borrowerborrow, the Administrative Borrower shall be deemed to have elected to convert such convert, continue or prepay any LIBOR Rate Loan to a Reference Rate Loan, subject to Section 2.07(c) herein below. (c) The Administrative Borrower may, on the last Business Day date specified in any LIBOR Notice delivered pursuant hereto (such losses, costs, or expenses, “Funding Losses”). A certificate of Agent or a Lender delivered to Borrowers setting forth in reasonable detail any amount or amounts that Agent or such Lender is entitled to receive pursuant to this Section 2.4(e)(ii)(B) shall be conclusive absent manifest error. Borrowers shall pay such amount to Agent or the Lender, as applicable, within thirty (30) days of the then current Interest Period applicable to any outstanding LIBOR Rate Loan made to the Borrowers, or on any Business Day with respect to Revolving Loans or any portion date of the Term Loan that are Reference Rate Loans, convert any its receipt of such loan into certificate. If a loan of another type (i.e., a Reference Rate Loan or a LIBOR Rate Loan) in the same aggregate principal amount, provided that any conversion payment of a LIBOR Rate Loan made on a day other than the last day of the applicable Interest Period would result in a Funding Loss, Agent may, in its sole discretion at the request of Borrowers, hold the amount of such payment as cash collateral in support of the Obligations until the last day of such Interest Period and apply such amounts to the Borrowers not made on the last Business Day payment of the then current Interest Period applicable to such LIBOR Rate Loan on such last day, it being agreed that Agent has no obligation to so defer the application of payments to any LIBOR Rate Loan and that, in the event that Agent does not defer such application, Borrowers shall be subject obligated to Section 2pay any resulting Funding Losses. (C) Unless Agent, in its sole discretion, agrees otherwise, Borrowers shall have not more than five (5) LIBOR Rate Loans in effect at any given time. Borrowers may only exercise the LIBOR Option for proposed LIBOR Rate Loans of at least $1,000,000.