Common use of Method of Electing Interest Rates Clause in Contracts

Method of Electing Interest Rates. (a) The Loans included in each Committed Borrowing shall bear interest initially at the type of rate specified by the Borrower in the applicable Notice of Committed Borrowing. Thereafter, the Borrower may from time to time elect to change or continue the type of interest rate borne by each Group of Loans (subject to Section 2.08(d) and the provisions of Article 8), as follows: (i) if such Loans are Base Rate Loans, the Borrower may elect to convert such Loans to Euro-Dollar Loans as of any Euro-Dollar Business Day; (ii) if such Loans are Euro-Dollar Loans, the Borrower may elect to convert such Loans to Base Rate Loans as of any Domestic Business Day, subject to Section 2.14 if any such conversion is effective on any day other than the last day of an Interest Period applicable to such Loans, or may elect to continue such Loans as Euro-Dollar Loans, as of the end of any Interest Period applicable thereto, for an additional Interest Period. Each such election shall be made by delivering a notice (a “Notice of Interest Rate Election”) to the Administrative Agent not later than 10:30 A.M. (New York City time) on the third Euro-Dollar Business Day before the conversion or continuation selected in such notice is to be effective. A Notice of Interest Rate Election may, if it so specifies, apply to only a portion of the aggregate principal amount of the relevant Group of Loans; provided that (i) such portion is allocated ratably among the Loans comprising such Group and (ii) such portion, and the remaining portion to which such Notice does not apply, are each at least $10,000,000 (unless such portion is comprised of Base Rate Loans). If no such notice is timely received before the end of an Interest Period for any Group of Euro-Dollar Loans, the Borrower shall be deemed to have elected that such Group of Loans be converted to Base Rate Loans at the end of such Interest Period. (b) Each Notice of Interest Rate Election shall specify: (i) the Group of Loans (or portion thereof) to which such notice applies; (ii) the date on which the conversion or continuation selected in such notice is to be effective, which shall comply with the applicable clause of Section 2.08(a); (iii) if the Loans comprising such Group are to be converted to Euro-Dollar Loans, the duration of the next succeeding Interest Period applicable thereto; and (iv) if such Loans are to be continued as Euro-Dollar Loans for an additional Interest Period, the duration of such additional Interest Period. Each Interest Period specified in a Notice of Interest Rate Election shall comply with the provisions of the definition of Interest Period. (c) Promptly after receiving a Notice of Interest Rate Election from the Borrower pursuant to Section 2.08(a), the Administrative Agent shall notify each Bank of the contents thereof and such notice shall not thereafter be revocable by the Borrower. (d) The Borrower shall not be entitled to elect to convert any Committed Loans to, or continue any Committed Loans for an additional Interest Period as, Euro-Dollar Loans if (i) the aggregate principal amount of any Group of Euro-Dollar Loans created or continued as a result of such election would be less than $10,000,000 or (ii) a Default shall have occurred and be continuing when the Borrower delivers notice of such election to the Administrative Agent. (e) If any Committed Loan is converted to a different Type of Loan, the Borrower shall pay, on the date of such conversion, the interest accrued to such date on the principal amount being converted.

Method of Electing Interest Rates. (a) The Loans included in each Committed Borrowing shall bear interest initially at the type of rate specified by the Borrower in the applicable Notice of Committed Borrowing. Thereafter, the Borrower may from time to time elect to change or continue the type of interest rate borne by each Group of Loans (subject in each case to Section 2.08(d) and the provisions of Article 8)8 and the last sentence of this subsection (a)), as follows: (i) if such Loans are Base Rate Loans, the Borrower may elect to convert such Loans to Euro-Dollar Loans as of any Euro-Dollar Business Day;; and (ii) if such Loans are Euro-Dollar Loans, the Borrower may elect to convert such Loans to Base Rate Loans or elect to continue such Loans as of any Domestic Business DayEuro-Dollar Loans for an additional Interest Period, subject to Section 2.14 if 2.13 in the case of any such conversion is or continuation effective on any day other than the last day of an the then current Interest Period applicable to such Loans, or may elect to continue such Loans as Euro-Dollar Loans, as of the end of any Interest Period applicable thereto, for an additional Interest Period. Each such election shall be made by delivering a notice (a “Notice of Interest Rate Election”) to the Administrative Agent not later than 10:30 11:00 A.M. (New York City time) on the third Euro-Dollar Business Day before the conversion or continuation selected in such notice is to be effective. A Notice of Interest Rate Election may, if it so specifies, apply to only a portion of the aggregate principal amount of the relevant Group of Loans; provided that (i) such portion is allocated ratably among the Loans comprising such Group and (ii) the portion to which such portionnotice applies, and the remaining portion to which such Notice it does not apply, are each at least $10,000,000 (unless such portion is comprised or any larger multiple of Base Rate Loans). If no such notice is timely received before the end of an Interest Period for any Group of Euro-Dollar Loans, the Borrower shall be deemed to have elected that such Group of Loans be converted to Base Rate Loans at the end of such Interest Period$1,000,000. (b) Each Notice of Interest Rate Election shall specify: (i) the Group of Loans (or portion thereof) to which such notice applies; (ii) the date on which the conversion or continuation selected in such notice is to be effective, which shall comply with the applicable clause of Section 2.08(a)subsection 2.09(a) above; (iii) if the Loans comprising such Group are to be converted, the new type of Loans and, if the Loans being converted are to be Euro-Dollar Loans, the duration of the next succeeding Interest Period applicable thereto; and (iv) if such Loans are to be continued as Euro-Dollar Loans for an additional Interest Period, the duration of such additional Interest Period. Each Interest Period specified in a Notice of Interest Rate Election shall comply with the provisions of the definition of the term “Interest Period”. (c) Promptly after receiving a Notice of Interest Rate Election from the Borrower pursuant to Section 2.08(a)subsection 2.09(a) above, the Administrative Agent shall notify each Bank of the contents thereof and such notice shall not thereafter be revocable by the Borrower. If no Notice of Interest Rate Election is timely received prior to the end of an Interest Period for any Group of Loans, the Borrower shall be deemed to have elected that such Group of Loans be converted to Base Rate Loans as of the last day of such Interest Period. (d) The An election by the Borrower shall not be entitled to elect to convert any Committed Loans to, change or continue any Committed Loans for an additional Interest Period as, Euro-Dollar Loans if (i) the aggregate principal amount rate of interest applicable to any Group of Euro-Dollar Loans created or continued as pursuant to this Section shall not constitute a result of such election would be less than $10,000,000 or (ii) a Default shall have occurred and be continuing when the Borrower delivers notice of such election “Borrowing” subject to the Administrative Agentprovisions of Section 3.02. (e) If any Committed Loan is converted to a different Type of Loan, the Borrower shall pay, on the date of such conversion, the interest accrued to such date on the principal amount being converted.

Method of Electing Interest Rates. (a) The Loans included in each Committed Borrowing shall bear interest initially at the type of rate specified by the Borrower in the applicable Notice of Committed Borrowing. Thereafter, the Borrower may from time to time elect to change or continue the type of interest rate borne by each Group of Loans (subject in each case to Section 2.08(d) and the provisions of Article 8), as follows: (i) if such Loans are Base Rate Domestic Loans, the Borrower may elect to convert such Loans to Euro-Dollar Loans as of any Euro-Dollar Business Day; (ii) if such Loans are Euro-Dollar Loans, the Borrower may elect to convert such Loans to Base Rate Domestic Loans as of any Domestic Business Day, subject to Section 2.14 if any such conversion is effective on any day other than the last day of an Interest Period applicable to such Loans, or may elect to continue such Loans as Euro-Dollar Loans, as of the end of any Interest Period applicable thereto, Loans for an additional Interest Period, in each case effective on the last day of the then current Interest Period applicable to such Loans. Each such election shall be made by delivering a notice (a “"Notice of Interest Rate Election”") to the Administrative Agent not later than 10:30 A.M. (New York City time) on the third at least three Euro-Dollar Business Day Days before the conversion or continuation selected in such notice is to be effective. A Notice of Interest Rate Election may, if it so specifies, apply to only a portion of the aggregate principal amount of the relevant Group of Loans; provided that (i) such portion is allocated ratably among the Loans comprising such Group and (ii) the portion to which such portionNotice applies, and the remaining portion to which such Notice it does not apply, are each at least $10,000,000 (unless such portion is comprised 25,000,000 or any larger multiple of Base Rate Loans). If no such notice is timely received before the end of an Interest Period for any Group of Euro-Dollar Loans, the Borrower shall be deemed to have elected that such Group of Loans be converted to Base Rate Loans at the end of such Interest Period$5,000,000. (b) Each Notice of Interest Rate Election shall specify: (i) the Group of Loans (or portion thereof) to which such notice applies; (ii) the date on which the conversion or continuation selected in such notice is to be effective, which shall comply with the applicable clause of Section 2.08(a)subsection (a) above; (iii) if the Loans comprising such Group are to be converted to converted, the new type of Loans and, if such new Loans are Euro-Dollar Loans, the duration of the next succeeding initial Interest Period applicable thereto; and (iv) if such Loans are to be continued as Euro-Dollar Loans for an additional Interest Period, the duration of such additional Interest Period. Each Interest Period specified in a Notice of Interest Rate Election shall comply with the provisions of the definition of Interest Period. (c) Promptly after receiving Upon receipt of a Notice of Interest Rate Election from the Borrower pursuant to Section 2.08(a)subsection (a) above, the Administrative Agent shall promptly notify each Bank of the contents thereof and such notice shall not thereafter be revocable by such Borrower. If the Borrower. (d) The Borrower shall not be entitled fails to elect deliver a timely Notice of Interest Rate Election to convert any Committed Loans to, or continue any Committed Loans the Agent for an additional Interest Period as, Euro-Dollar Loans if (i) the aggregate principal amount of any Group of Euro-Dollar Loans, such Loans created or continued as a result of such election would shall be less than $10,000,000 or (ii) a Default shall have occurred and be continuing when the Borrower delivers notice of such election to the Administrative Agent. (e) If any Committed Loan is converted to a different Type of Loan, the Borrower shall pay, into Domestic Loans on the date last day of such conversion, the interest accrued to such date on the principal amount being convertedthen current Interest Period applicable thereto.

Method of Electing Interest Rates. (a) The Loans included in each Committed Borrowing shall bear interest initially at the type of rate specified by the Borrower in the applicable Notice of Committed Borrowing. Thereafter, the Borrower may from time to time elect to change or continue the type of interest rate borne by each Group of Loans (subject in each case to Section 2.08(d) and the provisions of Article 8)VIII), as follows: (i) if such Loans are Base Rate Loans, the Borrower may elect to convert all or any portion of such Loans to Euro-Dollar Eurodollar Loans as of any Euro-Dollar Eurodollar Business Day; (ii) if such Loans are Euro-Dollar Eurodollar Loans, the Borrower may elect to convert all or any portion of such Loans to Base Rate Loans and/or elect to continue all or any portion of such Loans as of any Domestic Business DayEurodollar Loans for an additional Interest Period or additional Interest Periods, subject to Section 2.14 if any such conversion is in each case effective on any day other than the last day of an the then current Interest Period applicable to such Loans, or may elect on such other date designated by the Borrower in the Notice of Interest Rate Election, provided the Borrower shall pay any losses pursuant to continue such Loans as Euro-Dollar Loans, as of the end of any Interest Period applicable thereto, for an additional Interest PeriodSection 2.14. Each such election shall be made by delivering a notice (a “Notice of Interest Rate Election”) to the Administrative Agent not later than 10:30 A.M. at least three (New York City time3) on Eurodollar Business Days prior to, but excluding, the third Euro-Dollar Business Day before effective date of the conversion or continuation selected in such notice is to be effectivenotice. A Notice of Interest Rate Election may, if it so specifies, apply to only a portion of the aggregate principal amount of the relevant Group of Loans; provided that (i) such portion is allocated ratably among the Loans comprising such Group and of Loans, (ii) the portion to which such portionNotice of Interest Rate Election applies, and the remaining portion to which such Notice it does not apply, are each at least $10,000,000 in the minimum amounts required hereby, (unless such portion iii) no Loan may be continued as, or converted into, a Eurodollar Loan when any Event of Default has occurred and is comprised of Base Rate Loans). If no such notice is timely received before the end of an Interest Period continuing, provided, however, that if and for any Group of Euro-Dollar Loans, so long as the Borrower shall have an Investment Grade Rating from S&P and Xxxxx’x, if the Borrower shall so request and the Required Banks shall so elect, then a Loan may be deemed to have elected that such Group continued as, or converted into, a Eurodollar Loan when any Event of Loans be converted to Base Rate Loans at Default has occurred and is continuing, and (iv) no Interest Period shall extend beyond the end of such Interest PeriodMaturity Date. (b) Each Notice of Interest Rate Election shall specify: (i) the Group of Loans (or portion thereof) to which such notice applies; (ii) the date on which the conversion or continuation selected in such notice is to be effective, which shall comply with the applicable clause of Section 2.08(a)subsection (a) above; (iii) if the Loans comprising such Group of Loans are to be converted to Euro-Dollar converted, the new type of Loans and, if such new Loans are Eurodollar Loans, the duration of the next succeeding initial Interest Period applicable thereto; and (iv) if such Loans are to be continued as Euro-Dollar Eurodollar Loans for an additional Interest Period, the duration of such additional Interest Period. Each Interest Period specified in a Notice of Interest Rate Election shall comply with the provisions of the definition of Interest Period. (c) Promptly after receiving Upon receipt of a Notice of Interest Rate Election from the Borrower pursuant to Section 2.08(a)subsection (a) above, the Administrative Agent shall notify each Bank with Loans affected thereby the same day as it receives such Notice of Interest Rate Election of the contents thereof and the interest rates determined pursuant thereto and such notice shall not thereafter be revocable by the Borrower. (d) The . If the Borrower shall not be entitled fails to elect deliver a timely Notice of Interest Rate Election to convert any Committed Loans to, or continue any Committed Loans the Administrative Agent for an additional Interest Period as, Euro-Dollar Loans if (i) the aggregate principal amount of any Group of Euro-Dollar Eurodollar Loans, such Loans created or continued as a result of such election would shall be less than $10,000,000 or (ii) a Default shall have occurred and be continuing when the Borrower delivers notice of such election to the Administrative Agent. (e) If any Committed Loan is converted to a different Type of Loan, the Borrower shall pay, into Base Rate Loans on the date last day of such conversion, the interest accrued to such date on the principal amount being convertedthen current Interest Period applicable thereto.

Method of Electing Interest Rates. (a) The Loans included in each Committed Syndicated Borrowing shall bear interest initially at the type of rate specified by the Borrower in the applicable Notice of Committed Syndicated Borrowing. Thereafter, the Borrower may from time to time elect to change or continue the type of interest rate borne by each Group of Loans (subject in each case to Section 2.08(d) and the provisions of Article 8), as follows: (i) if such Loans are Base Rate Loans, the Borrower may elect to convert such Loans to Euro-Dollar Loans as of any Euro-Dollar Business Day;; and (ii) if such Loans are Euro-Dollar Loans, the Borrower may elect to convert such Loans to Base Rate Loans as of any Domestic Business Day, subject to Section 2.14 if any such conversion is effective on any day other than the last day of an Interest Period applicable to such Loans, or may elect to continue such Loans as Euro-Dollar Loans, as of the end of any Interest Period applicable thereto, Loans for an additional Interest Period, in each case effective on the last day of the then current Interest Period applicable to such Loans. Each such election shall be made by delivering a notice (a “"Notice of Interest Rate Election”") to the Administrative Agent not later than 10:30 A.M. (New York City time) on the third at least three Euro-Dollar Business Day Days before the conversion or continuation selected in such notice is to be effective. A Notice of Interest Rate Election may, if it so specifies, apply to only a portion of the aggregate principal amount of the relevant Group of Loans; provided that (i) such portion is allocated ratably among the Loans comprising such Group and (ii) the portion to which such portionNotice applies, and the remaining portion to which such Notice it does not apply, are each at least $10,000,000 (unless such portion is comprised or any larger multiple of Base Rate Loans). If no such notice is timely received before the end of an Interest Period for any Group of Euro-Dollar Loans, the Borrower shall be deemed to have elected that such Group of Loans be converted to Base Rate Loans at the end of such Interest Period$1,000,000. (b) Each Notice of Interest Rate Election shall specify: (i) the Group of Loans (or portion thereof) to which such notice applies; (ii) the date on which the conversion or continuation selected in such notice is to be effective, which shall comply with the applicable clause of Section 2.08(a)subsection (a) above; (iii) if the Loans comprising such Group are to be converted to Euro-Dollar Loans, the duration of the next succeeding initial Interest Period applicable thereto; and (iv) if such Loans are to be continued as Euro-Dollar Loans for an additional Interest Period, the duration of such additional Interest Period. Each Interest Period specified in a Notice of Interest Rate Election shall comply with the provisions of the definition of Interest Period. (c) Promptly after receiving Upon receipt of a Notice of Interest Rate Election from the Borrower pursuant to Section 2.08(a)subsection (a) above, the Administrative Agent shall promptly notify each Bank Lender of the contents thereof and such notice shall not thereafter be revocable by the Borrower. (d) The . If the Borrower shall not be entitled fails to elect deliver a timely Notice of Interest Rate Election to convert any Committed Loans to, or continue any Committed Loans the Administrative Agent for an additional Interest Period as, Euro-Dollar Loans if (i) the aggregate principal amount of any Group of Euro-Dollar Loans, such Loans created or continued as a result of such election would shall be less than $10,000,000 or (ii) a Default shall have occurred and be continuing when the Borrower delivers notice of such election to the Administrative Agent. (e) If any Committed Loan is converted to a different Type of Loan, the Borrower shall pay, Base Rate Loans on the date last day of such conversion, the interest accrued to such date on the principal amount being convertedthen current Interest Period applicable thereto.

Method of Electing Interest Rates. (a) The Loans included in each Committed Borrowing shall bear interest initially at the type of rate specified by the Borrower in the applicable Notice of Committed Borrowing. Thereafter, the Borrower may from time to time elect to change or continue the type of interest rate borne by each Group of Loans (subject to Section 2.08(d) and the provisions of Article 8), as follows: (i) if such Loans are Base Rate Loans, the Borrower may elect to convert such Loans to Euro-Dollar Loans as of any Euro-Dollar Business Day; (ii) if such Loans are Euro-Dollar Loans, the Borrower may elect to convert such Loans to Base Rate Loans as of any Domestic Business Day, subject to Section 2.14 if any such conversion is effective on any day other than the last day of an Interest Period applicable to such Loans, or may elect to continue such Loans as Euro-Dollar Loans, as of the end of any Interest Period applicable thereto, for an additional Interest Period. Each such election shall be made by delivering a notice (a “"Notice of Interest Rate Election”") to the Administrative Agent not later than 10:30 A.M. (New York City time) on the third Euro-Dollar Business Day before the conversion or continuation selected in such notice is to be effective. A Notice of Interest Rate Election may, if it so specifies, apply to only a portion of the aggregate principal amount of the relevant Group of Loans; provided that (i) such portion is allocated ratably among the Loans comprising such Group and (ii) such portion, and the remaining portion to which such Notice does not apply, are each at least $10,000,000 (unless such portion is comprised of Base Rate Loans). If no such notice is timely received before the end of an Interest Period for any Group of Euro-Dollar Loans, the Borrower shall be deemed to have elected that such Group of Loans be converted to Base Rate Loans at the end of such Interest Period. (b) Each Notice of Interest Rate Election shall specify: (i) the Group of Loans (or portion thereof) to which such notice applies; (ii) the date on which the conversion or continuation selected in such notice is to be effective, which shall comply with the applicable clause of Section 2.08(a); (iii) if the Loans comprising such Group are to be converted to Euro-Dollar Loans, the duration of the next succeeding Interest Period applicable thereto; and (iv) if such Loans are to be continued as Euro-Dollar Loans for an additional Interest Period, the duration of such additional Interest Period. Each Interest Period specified in a Notice of Interest Rate Election shall comply with the provisions of the definition of Interest Period. (c) Promptly after receiving a Notice of Interest Rate Election from the Borrower pursuant to Section 2.08(a), the Administrative Agent shall notify each Bank of the contents thereof and such notice shall not thereafter be revocable by the Borrower. (d) The Borrower shall not be entitled to elect to convert any Committed Loans to, or continue any Committed Loans for an additional Interest Period as, Euro-Dollar Loans if (i) the aggregate principal amount of any Group of Euro-Dollar Loans created or continued as a result of such election would be less than $10,000,000 or (ii) a Default shall have occurred and be continuing when the Borrower delivers notice of such election to the Administrative Agent. (e) If any Committed Loan is converted to a different Type of Loan, the Borrower shall pay, on the date of such conversion, the interest accrued to such date on the principal amount being converted.

Method of Electing Interest Rates. (a) The Loans included in each Committed Borrowing shall bear interest initially at the type of rate specified by the Borrower Company in the applicable Notice of Committed Borrowing. Thereafter, the Borrower Company may from time to time elect to change or continue the type of interest rate borne by each Group of Loans (subject to Section 2.08(d2.07(d) and the provisions of Article 8), as follows: (i) if such Loans are Base Rate Loans, the Borrower Company may elect to convert such Loans to Euro-Dollar Loans as of any Euro-Dollar Business Day;; and (ii) if such Loans are Euro-Dollar Loans, the Borrower Company may elect to convert such Loans to Base Rate Loans as of any Domestic Business Day, subject to Section 2.14 if any such conversion is effective on any day other than the last day of an Interest Period applicable to such Loans, or may elect to continue such Loans as Euro-Dollar Loans, as of the end of any Interest Period applicable thereto, Loans for an additional Interest Period, in each case as of the last day of the then current Interest Period applicable thereto. Each such election shall be made by delivering a notice (a “Notice of Interest Rate Election”) to the Administrative Agent not later than 10:30 A.M. 12:00 Noon (New York City time) on the third Euro-Dollar Business Day before the conversion or continuation selected in such notice is to be effective. A Notice of Interest Rate Election may, if it so specifies, apply to only a portion of the aggregate principal amount of the relevant Group of Loans; provided that (i) such portion is allocated ratably among the Loans comprising such Group and (ii) the portion to which such portionNotice applies, and the remaining portion to which such Notice it does not apply, are each at least $10,000,000 25,000,000 (unless such portion is comprised of Base Rate Loans). If no such notice is timely received before the end of an Interest Period for any Group of Euro-Dollar Loans, the Borrower Company shall be deemed to have elected that such Group of Loans be converted to Base Rate Loans that, at the end of such Interest Period, such Group of Loans be continued as Euro-Dollar Loans for an additional Interest Period of one month (subject to the provisions of the definition of Interest Period). (b) Each Notice of Interest Rate Election shall specify: (i) the Group of Loans (or portion thereof) to which such notice applies; (ii) the date on which the conversion or continuation selected in such notice is to be effective, which shall comply with the applicable clause of Section 2.08(a2.07(a); (iii) if the Loans comprising such Group are to be converted converted, the new type of Loans and, if the Loans resulting from such conversion are to be Euro-Dollar Loans, the duration of the next succeeding Interest Period applicable thereto; and (iv) if such Loans are to be continued as Euro-Dollar Loans for an additional Interest Period, the duration of such additional Interest Period. Each Interest Period specified in a Notice of Interest Rate Election shall comply with the provisions of the definition of Interest Period. (c) Promptly after receiving a Notice of Interest Rate Election from the Borrower Company pursuant to Section 2.08(a2.07(a), the Administrative Agent shall notify each Bank of the contents thereof and such notice shall not thereafter be revocable by the BorrowerCompany. (d) The Borrower Company shall not be entitled to elect to convert any Committed Loans to, or continue any Committed Loans for an additional Interest Period as, Euro-Dollar Loans if (i) the aggregate principal amount of any Group of Euro-Dollar Loans created or continued as a result of such election would be less than $10,000,000 25,000,000 or (ii) a Default shall have occurred and be continuing when the Borrower Company delivers notice of such election to the Administrative Agent. (e) If any Committed Loan is converted to a different Type type of Loan, the Borrower Company shall pay, on the date of such conversion, the interest accrued to such date on the principal amount being converted.

Method of Electing Interest Rates. (a) The Dollar-Denominated Loans included in each Committed Borrowing shall bear interest initially at be of the type of rate Type specified by the Borrower in the applicable Notice of Committed Borrowing. Thereafter, the Borrower may from time to time elect to change or continue the type Type of interest rate borne by each such Group of Loans (subject to subsection 2.15(d) of this Section 2.08(d) and the provisions of Article 8), as follows: (i) if such Loans are Base Rate Loans, the Borrower may elect to convert such Loans to Euro-Dollar Loans as of any Euro-Dollar Business Day;; and (ii) if such Loans are Euro-Dollar Loans, the Borrower may elect to convert such Loans to Base Rate Loans or elect to continue such Loans as of any Domestic Business DayEuro-Dollar Loans for an additional Interest Period, subject to Section 2.14 2.12 if any such conversion is effective on any day other than the last day of an Interest Period applicable to such Loans, or may elect to continue such Loans as Euro-Dollar Loans, as of the end of any Interest Period applicable thereto, for an additional Interest Period. Each such election shall be made by delivering a notice (a “Notice of Interest Rate Election”) to the Administrative Agent at its New York Office not later than 10:30 A.M. (New York City time) on the third Euro-Dollar Business Day before the conversion or continuation selected in such notice is to be effective. A Notice of Interest Rate Election may, if it so specifies, apply to only a portion of the aggregate principal amount of the relevant Group of Loans; provided that (i) such portion is allocated ratably among the Loans comprising such Group and (ii) the portion to which such portionNotice applies, and the remaining portion to which such Notice it does not apply, are each at least $10,000,000 (unless such portion is comprised of Base Rate Loans). If no such notice is timely received before the end of an Interest Period for any Group of Euro-Dollar Loans, the Borrower shall be deemed to have elected that such Group of Loans be converted to Base Rate Loans at the end of such Interest Period. (b) Each Notice of Interest Rate Election shall specify: (i) the Group of Loans (or portion thereof) to which such notice applies; (ii) the date on which the conversion or continuation selected in such notice is to be effective, which shall comply with the applicable clause of Section 2.08(a)2.15(a) above; (iii) if the Loans comprising such Group are to be converted converted, the new Type of Loans and, if the Loans resulting from such conversion are to be Euro-Dollar Loans, the duration of the next succeeding Interest Period applicable thereto; and (iv) if such Loans are to be continued as Euro-Dollar Loans for an additional Interest Period, the duration of such additional Interest Period. Each Interest Period specified in a Notice of Interest Rate Election shall comply with the provisions of the definition of Interest Period. (c) Promptly after receiving a Notice of Interest Rate Election from the Borrower pursuant to Section 2.08(a)subsection (a) above, the Administrative Agent shall notify each Bank Lender of the contents thereof and such notice shall not thereafter be revocable by the Borrower. (d) The Borrower shall not be entitled to elect to convert any Committed Loans to, or continue any Committed Loans for an additional Interest Period as, Euro-Dollar Loans if (i) the aggregate principal amount Dollar Amount of any Group of Euro-Dollar Loans created or continued as a result of such election would be less than $10,000,000 or (ii) a Default shall have occurred and be continuing when the Borrower delivers notice of such election to the Administrative Agent. (e) The initial Interest Period for each Borrowing of Alternative Currency Loans shall be specified by the Borrower in the applicable Notice of Borrowing. The Borrower may specify the duration of each subsequent Interest Period applicable to such Group of Loans by delivering to the Administrative Agent at its London Office not later than 11:00 A.M. (London time) on the third Euro-Currency Business Day before the end of the immediately preceding Interest Period, a notice specifying the Group of Loans to which such notice applies and the duration of such subsequent Interest Period (which shall comply with the provisions of the definition of Interest Period). Such notice may, if it so specifies, apply to only a portion of the aggregate principal amount of the relevant Group of Loans; provided that (i) such portion is allocated ratably among the Loans comprising such Group and (ii) the Dollar Amounts of the portion to which such notice applies, and the remaining portion to which it does not apply, are each at least $10,000,000. If no such notice is timely received by the Administrative Agent before the end of any Committed Loan is converted to a different Type of Loanapplicable Interest Period, the Borrower shall pay, on be deemed to have elected that the date subsequent Interest Period for such Group of such conversion, Loans shall have a duration of one month (subject to the interest accrued to such date on provisions of the principal amount being converteddefinition of Interest Period).

Method of Electing Interest Rates. (a) The Loans included in each Committed Borrowing shall bear interest initially at the type of rate specified by the Borrower in the applicable Notice of Committed Borrowing. Thereafter, the Borrower may from time to time elect to change or continue the type of interest rate borne by each Group of Loans (subject to Section 2.08(d) and the provisions of Article 8), as follows: (i) if such Loans are Base Rate Loans, the Borrower may elect to convert such Loans to CD Loans as of any Domestic Business Day or to Euro-Dollar Loans as of any Euro-Dollar Business Day; (ii) if such Loans are CD Loans, the Borrower may elect to convert such Loans to Base Rate Loans as of any Domestic Business Day, or convert such Loans to Euro-Dollar Loans as of any Euro-Dollar Business Day or continue such Loans as CD Loans, as of the end of any Interest Period applicable thereto, for an additional Interest Period, subject to Section 2.14 if any such conversion is effective on any day other than the last day of an Interest Period applicable to such Loans; and (iii) if such Loans are Euro-Dollar Loans, the Borrower may elect to convert such Loans to Base Rate Loans as of any Domestic Business Day, subject or convert such Loans to Section 2.14 if CD Loans as of any such conversion is effective on any day other than the last day of an Interest Period applicable to such Loans, Euro-Dollar Business Day or may elect to continue such Loans as Euro-Dollar Loans, as of the end of any Interest Period applicable thereto, for an additional Interest Period, subject to Section 2.14 if any such conversion is effective on any day other than the last day of an Interest Period applicable to such Loans. Each such election shall be made by delivering a notice (a “"Notice of Interest Rate Election”") to the Administrative Agent not later than 10:30 A.M. (New York City time) on the third Euro-Dollar Business Day before the conversion or continuation selected in such notice is to be effective (unless the relevant Loans are to be converted from Domestic Loans of one type to Domestic Loans of the other type or are CD Loans to be continued as CD Loans for an additional Interest Period, in which case such notice shall be delivered to the Agent not later than 10:30 A.M. (New York City time) on the second Domestic Business Day before such conversion or continuation is to be effective). A Notice of Interest Rate Election may, if it so specifies, apply to only a portion of the aggregate principal amount of the relevant Group of Loans; provided that (i) such portion is allocated ratably among the Loans comprising such Group and (ii) the portion to which such portionNotice applies, and the remaining portion to which such Notice it does not apply, are each at least $10,000,000 (unless such portion is comprised of Base Rate Loans). If no such notice is timely received before the end of an Interest Period for any Group of CD Loans or Euro-Dollar Loans, the Borrower shall be deemed to have elected that such Group of Loans be converted to Base Rate Loans at the end of such Interest Period. (b) Each Notice of Interest Rate Election shall specify: (i) the Group of Loans (or portion thereof) to which such notice applies; (ii) the date on which the conversion or continuation selected in such notice is to be effective, which shall comply with the applicable clause of Section 2.08(a); (iii) if the Loans comprising such Group are to be converted converted, the new Type of Loans and, if the Loans resulting from such conversion are to be CD Loans or Euro-Dollar Loans, the duration of the next succeeding Interest Period applicable thereto; and (iv) if such Loans are to be continued as CD Loans or Euro-Dollar Loans for an additional Interest Period, the duration of such additional Interest Period. Each Interest Period specified in a Notice of Interest Rate Election shall comply with the provisions of the definition of Interest Period. (c) Promptly after receiving a Notice of Interest Rate Election from the Borrower pursuant to Section 2.08(a), the Administrative Agent shall notify each Bank of the contents thereof and such notice shall not thereafter be revocable by the Borrower. (d) The Borrower shall not be entitled to elect to convert any Committed Loans to, or continue any Committed Loans for an additional Interest Period as, CD Loans or Euro-Dollar Loans if (i) the aggregate principal amount of any Group of CD Loans or Euro-Dollar Loans created or continued as a result of such election would be less than $10,000,000 or (ii) a Default shall have occurred and be continuing when the Borrower delivers notice of such election to the Administrative Agent. (e) If any Committed Loan is converted to a different Type type of Loan, the Borrower shall pay, on the date of such conversion, the interest accrued to such date on the principal amount being converted.

Method of Electing Interest Rates. (a) The Loans included in each Committed Syndicated Borrowing shall bear interest initially at the type of rate specified by the a Borrower in the applicable Notice of Committed Borrowing. Thereafter, the such Borrower may from time to time elect to change or continue the type of interest rate borne by each Group of Loans (subject in each case to Section 2.08(d) and the provisions of Article 8)8 and the last sentence of this Section 2.10(a)), as follows: (i) if such Loans are Base Rate Loans or Daily Simple SOFR Loans, the such Borrower may elect to convert such Loans to Euro-Dollar Term SOFR Loans as of any Euro-Dollar Business Day; (ii) if such Loans are Euro-Dollar Term SOFR Loans, the such Borrower may elect to convert such Loans to Base Rate Loans or elect to continue such Loans as of any Domestic Business DayTerm SOFR Loans for an additional Interest Period, subject to Section 2.14 if in the case of any such conversion is or continuation effective on any day other than the last day of an the then current Interest Period applicable to such Loans; and (iii) if such Loans are Alternative Currency Term Rate Loans, or such Borrower may elect to continue such Loans as Euro-Dollar Loans, as of the end of any Interest Period applicable thereto, for an additional Interest Period, subject to Section 2.14 in the case of any such continuation effective on any day other than the last day of the then current Interest Period applicable to such Loans. Each such election shall be made by delivering a notice (a “Notice of Interest Rate Election”) to the Administrative Agent (which may be a form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent) appropriately completed and signed by a Responsible Officer of the applicable Borrower not later than 10:30 (w) 11:00 A.M. (New York City time) on the third Euro-Dollar second Business Day before the conversion into or continuation selected of Term SOFR Loans is to be effective, (x) 11:00 A.M. (New York City time) on the second Business Day before the conversion into or continuation of Base Rate Loans is to be effective, (y) 11:00 A.M. (London time) on the fourth Business Day before the conversion into or continuation of Loans denominated in such notice Euro or Pounds Sterling is to be effective and (z) 11:00 A.M. (local time) on the fourth Business Day before the conversion into or continuation of Loans denominated in an Alternative Currency (other than Euro and Pounds Sterling) is to be effective. A Notice of Interest Rate Election may, if it so specifies, apply to only a portion of the aggregate principal amount of the relevant Group of Loans; provided that (i) such portion is allocated ratably among the Loans comprising such Group and (ii) the portion to which such portionNotice of Interest Rate Election applies, and the remaining portion to which such Notice it does not apply, are each at least not less than $10,000,000 5,000,000 (unless such portion is comprised in the case of Base Rate LoansDollars). If no such notice is timely received before , €5,000,000 (in the end of an Interest Period for any Group case of Euro-Dollar Loans), £5,000,000 (in the Borrower shall be deemed case of Pounds Sterling) or an amount agreed to have elected that such Group by the Administrative Agent and the Company (in the case of Loans be converted any other Approved Currency) and a multiple of $1,000,000 (in the case of Dollars), €1,000,000 (in the case of Euro), £1,000,000 (in the case of Pounds Sterling) or an amount agreed to Base Rate Loans at by the end Administrative Agent and the Company (in the case of such Interest Periodany other Approved Currency). (b) Each Notice of Interest Rate Election shall specify: (i) the Group of Loans (or portion thereof) to which such notice applies; (ii) the date on which the conversion or continuation selected in such notice is to be effective, which shall comply with the applicable clause of Section 2.08(a)2.10(a) above; (iii) if the Loans comprising such Group are to be converted, the new type of Loans and, if the Loans being converted are to Euro-Dollar be Fixed Rate Loans, the duration of the next succeeding Interest Period applicable thereto; and (iv) if such Loans are to be continued as Euro-Dollar Term SOFR Loans or Alternative Currency Term Rate Loans for an additional Interest Period, the duration of such additional Interest Period. Each Interest Period specified in a Notice of Interest Rate Election shall comply with the provisions of the definition of the term “Interest Period.” (c) Promptly after receiving Upon receipt of a Notice of Interest Rate Election from the a Borrower pursuant to Section 2.08(a)2.10(a) above, the Administrative Agent shall promptly notify each Bank Lender of the contents thereof and thereof. If no Notice of Interest Rate Election is timely received prior to the end of an Interest Period for any Group of Loans, a Borrower shall be deemed to have elected that such notice shall not thereafter Group of Loans be revocable by (i) in the Borrowercase of a Group of Loans denominated in Dollars (other than Fixed Rate Loans), converted on the last day of such Interest Period to Base Rate Loans, or (ii) in the case of a Group of Loans consisting of Fixed Rate Loans or denominated in an Alternative Currency, continued on the last day of such Interest Period for an additional Interest Period of one month (subject to the provisions of the definition of “Interest Period”). If a Borrower requests a conversion to, or continuation of Term SOFR Loans or Alternative Currency Term Rate Loans in any such Notice of Interest Rate Election, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. No Loan may be converted into or continued as a Loan denominated in a different currency. (d) The An election by any Borrower shall not be entitled to elect to convert any Committed Loans to, change or continue any Committed Loans for an additional Interest Period as, Euro-Dollar Loans if (i) the aggregate principal amount rate of interest applicable to any Group of Euro-Dollar Loans created or continued as pursuant to this Section shall not constitute a result of such election would be less than $10,000,000 or (ii) a Default shall have occurred and be continuing when the Borrower delivers notice of such election Borrowing subject to the Administrative Agentprovisions of Section 3.02. (e) If any Committed Loan an Event of Default has occurred and is continuing, no Loans may be requested as, converted to a different Type or continued as Term SOFR Loans, Daily Simple SOFR Loans, Alternative Currency Daily Rate Loans or Alternative Currency Term Rate Loans without the consent of the Required Lenders, and the Required Lenders may demand that (i) any or all of the then outstanding Term SOFR Loans be converted to Base Rate Loans on the last day of the then current Interest Period applicable to such Term SOFR Loan, (ii) any or all of the Borrower shall paythen outstanding Daily Simple SOFR Loans be converted to Base Rate Loans immediately, (iii) any or all of the then outstanding Fixed Rate Loans denominated in an Alternative Currency be redenominated into Dollars in the amount of the Dollar Amount thereof, on the date last day of such conversion, the interest accrued to such date on then current Interest Period with respect thereto and (iv) any or all of the principal then outstanding Alternative Currency Daily Rate Loans be redenominated into Dollars in the amount being convertedof the Dollar Amount thereof immediately.

Method of Electing Interest Rates. (a) The Loans included in each Committed Borrowing shall bear interest initially at the type of rate specified by the Borrower in the applicable Notice of Committed Borrowing. Thereafter, the Borrower may from time to time elect to change or continue the type of interest rate borne by each Group of Loans (subject to Section 2.08(d2.07(d) and the provisions of Article 8), as follows: (i) if such Loans are Base Rate Loans, the Borrower may elect to convert such Loans to Euro-Dollar Loans as of any Euro-Dollar Business Day; (ii) if such Loans are Euro-Dollar Loans, the Borrower may elect to convert such Loans to Base Rate Loans as of any Domestic Business DayDay or elect to continue such Loans as Euro-Dollar Loans for an additional Interest Period, subject to Section 2.14 2.13 if any such conversion is effective on any day other than the last day of an Interest Period applicable to such Loans, or may elect to continue such Loans as Euro-Dollar Loans, as of the end of any Interest Period applicable thereto, for an additional Interest Period. Each such election shall be made by delivering a notice (a “Notice of Interest Rate Election”) to the Administrative Agent not later than 10:30 11:00 A.M. (New York City time) on the third Euro-Dollar Business Day before the conversion or continuation selected in such notice is to be effective (unless the relevant Loans are to be converted from Euro-Dollar Loans to Base Rate Loans, in which case such notice shall be delivered to the Agent not later than 11:00 A.M. (New York City time) on the date such conversion is to be effective). A Notice of Interest Rate Election may, if it so specifies, apply to only a portion of the aggregate principal amount of the relevant Group of Loans; provided that (i) such portion is allocated ratably among the Loans comprising such Group of Loans and (ii) the portion to which such portionNotice applies, and the remaining portion to which such Notice it does not apply, are each at least $10,000,000 5,000,000 (unless such portion is comprised of Base Rate Loans). If no such notice is timely received before the end of an Interest Period for any Group of Loans consisting of all Euro-Dollar Loans, the Borrower shall be deemed to have elected that such Group of Loans be converted to Base Rate Loans at the end of such Interest Period. (b) Each Notice of Interest Rate Election shall specify: (i) the Group of Loans (or portion thereof) to which such notice applies; (ii) the date on which the conversion or continuation selected in such notice is to be effective, which shall comply with the applicable clause of Section 2.08(a)2.07(a) above; (iii) if the Loans comprising such Group are to be converted converted, the new type of Loans and, if the Loans resulting from such conversion are to be Euro-Dollar Loans, the duration of the next succeeding Interest Period applicable thereto; and (iv) if such Loans are to be continued as Euro-Dollar Loans for an additional Interest Period, the duration of such additional Interest Period. Each Interest Period specified in a Notice of Interest Rate Election shall comply with the provisions of the definition of Interest Period. (c) Promptly after receiving a Notice of Interest Rate Election from the Borrower pursuant to Section 2.08(a)2.07(a) above, the Administrative Agent shall notify each Bank of the contents thereof and such notice shall not thereafter be revocable by the Borrower. (d) The Borrower shall not be entitled to elect to convert any Committed Loans to, or continue any Committed Loans for an additional Interest Period as, Euro-Dollar Loans if (i) the aggregate principal amount of any Group of Loans consisting of all Euro-Dollar Loans created or continued as a result of such election would be less than $10,000,000 5,000,000 or (ii) a Default shall have occurred and be continuing when the Borrower delivers notice of such election to the Administrative Agent. (e) If any Committed Loan is converted to a different Type type of Loan, the Borrower shall pay, on the date of such conversion, the interest accrued to such date on the principal amount being converted.

Method of Electing Interest Rates. (a) The Loans included in each Committed Borrowing shall bear interest initially at the type of rate specified by the Borrower in the applicable Notice of Committed Borrowing. Thereafter, the Borrower may from time to time elect to change or continue the type of interest rate borne by each Group of Loans (subject in each case to Section 2.08(d) and the provisions of Article 8)8 and the last sentence of this subsection (a)), as follows: (i) if such Loans are Base Rate Loans, the Borrower may elect to convert such Loans to Euro-Dollar Loans as of any Euro-Dollar Business Day;; and (ii) if such Loans are Euro-Dollar Loans, the Borrower may elect to convert such Loans to Base Rate Loans or elect to continue such Loans as of any Domestic Business DayEuro-Dollar Loans for an additional Interest Period, subject to Section 2.14 if 2.13 in the case of any such conversion is or continuation effective on any day other than the last day of an the then current Interest Period applicable to such Loans, or may elect to continue such Loans as Euro-Dollar Loans, as of the end of any Interest Period applicable thereto, for an additional Interest Period. Each such election shall be made by delivering a notice (a “Notice of Interest Rate Election”) to the Administrative Agent not later than 10:30 11:00 A.M. (New York City Eastern time) on the third Euro-Dollar Business Day before the conversion or continuation selected in such notice is to be effective. A Notice of Interest Rate Election may, if it so specifies, apply to only a portion of the aggregate principal amount of the relevant Group of Loans; provided that (i) such portion is allocated ratably among the Loans comprising such Group and (ii) the portion to which such portionnotice applies, and the remaining portion to which such Notice it does not apply, are each at least $10,000,000 (unless such portion is comprised or any larger multiple of Base Rate Loans). If no such notice is timely received before the end of an Interest Period for any Group of Euro-Dollar Loans, the Borrower shall be deemed to have elected that such Group of Loans be converted to Base Rate Loans at the end of such Interest Period$1,000,000. (b) Each Notice of Interest Rate Election shall specify: (i) the Group of Loans (or portion thereof) to which such notice applies; (ii) the date on which the conversion or continuation selected in such notice is to be effective, which shall comply with the applicable clause of Section 2.08(a)subsection 2.09(a) above; (iii) if the Loans comprising such Group are to be converted, the new type of Loans and, if the Loans being converted are to be Euro-Dollar Loans, the duration of the next succeeding Interest Period applicable thereto; and (iv) if such Loans are to be continued as Euro-Dollar Loans for an additional Interest Period, the duration of such additional Interest Period. Each Interest Period specified in a Notice of Interest Rate Election shall comply with the provisions of the definition of the term “Interest Period”. (c) Promptly after receiving a Notice of Interest Rate Election from the Borrower pursuant to Section 2.08(a)subsection 2.09(a) above, the Administrative Agent shall notify each Bank Lender of the contents thereof and such notice shall not thereafter be revocable by the Borrower. If no Notice of Interest Rate Election is timely received prior to the end of an Interest Period for any Group of Loans, the Borrower shall be deemed to have elected that such Group of Loans be converted to Base Rate Loans as of the last day of such Interest Period. (d) The An election by the Borrower shall not be entitled to elect to convert any Committed Loans to, change or continue any Committed Loans for an additional Interest Period as, Euro-Dollar Loans if (i) the aggregate principal amount rate of interest applicable to any Group of Euro-Dollar Loans created or continued as pursuant to this Section shall not constitute a result of such election would be less than $10,000,000 or (ii) a Default shall have occurred and be continuing when the Borrower delivers notice of such election “Borrowing” subject to the Administrative Agentprovisions of Section 3.03. (e) If any Committed Loan is converted to a different Type of Loan, the Borrower shall pay, on the date of such conversion, the interest accrued to such date on the principal amount being converted.

Method of Electing Interest Rates. (a) The Loans included in each Committed Borrowing shall bear interest initially at the type of rate specified by the Borrower in the applicable Notice of Committed BorrowingBorrowing or as otherwise provided in Section 2.18 with respect to Mandatory Borrowings. Thereafter, the Borrower may from time to time elect to change or continue the type of interest rate borne by each Group of Loans (subject in each case to Section 2.08(d) and the provisions of Article 8)VIII), as follows: (i) if such Loans are Base Rate Loans, the Borrower may elect to convert such Loans to Euro-Dollar Loans or Loans bearing interest at the Offered Rate as of any Euro-Dollar Business Day; (ii) if such Loans are Euro-Dollar LoansLoans or Loans bearing interest at the Offered Rate, the Borrower may elect to convert such Loans to Base Rate Loans as of any Domestic Business Day, subject to Section 2.14 if any such conversion is effective on any day other than the last day of an Interest Period applicable to such Loans, or may elect to continue such Loans as Euro-Dollar Loans, as of the end of any Interest Period applicable thereto, Loans for an additional Interest Period, in each case effective on the last day of the then current Interest Period applicable to such Loans. Each such election shall be made by delivering a notice (a “Notice of Interest Rate Election”) to the Administrative Agent not later than 10:30 A.M. at least three (New York City time3) on the third Euro-Dollar Business Day Days before the conversion or continuation selected in such notice is to be effective (unless the relevant Loans are to be continued as Base Rate Loans, in which case such notice shall be delivered to the Administrative Agent no later than 2:00 p.m. (New York City time) at least one (1) Domestic Business Day before such continuation is to be effective). A Notice of Interest Rate Election may, if it so specifies, apply to only a portion of the aggregate principal amount of the relevant Group of Loans; provided that (i) such portion is allocated ratably among the Loans comprising such Group and Group, (ii) the portion to which such portionnotice applies, and the remaining portion to which such Notice it does not apply, are each at least $10,000,000 1,000,000 or any larger multiple of $1,000,000, (unless such portion is iii) there shall be no more than ten (10) Borrowings comprised of Base Rate Loans). If no such notice is timely received before the end of an Interest Period for any Group of Euro-Dollar LoansLoans outstanding at any time under this Agreement, (iv) no Loan may be continued as, or converted into, a Euro-Dollar Loan when any Event of Default has occurred and is continuing, and (v) no Interest Period shall extend beyond the Borrower shall be deemed to have elected that such Group of Loans be converted to Base Rate Loans at the end of such Interest PeriodMaturity Date. (b) Each Notice of Interest Rate Election shall specify: (i) the Group of Loans (or portion thereof) to which such notice applies; (ii) the date on which the conversion or continuation selected in such notice is to be effective, which shall comply with the applicable clause of Section 2.08(a)subsection (a) above; (iii) if the Loans comprising such Group are to be converted to converted, the new type of Loans and, if such new Loans are Euro-Dollar Loans, the duration of the next succeeding initial Interest Period applicable thereto; and (iv) if such Loans are to be continued as Euro-Dollar Loans for an additional Interest Period, the duration of such additional Interest Period. Each Interest Period specified in a Notice of Interest Rate Election shall comply with the provisions of the definition of Interest Period. (c) Promptly after receiving Upon receipt of a Notice of Interest Rate Election from the Borrower pursuant to Section 2.08(a)subsection (a) above, the Administrative Agent shall notify each Bank on the same day as it receives such Notice of Interest Rate Election of the contents thereof and such notice shall not thereafter be revocable by the Borrower. (d) The . If the Borrower shall not be entitled fails to elect deliver a timely Notice of Interest Rate Election to convert any Committed Loans to, or continue any Committed Loans the Administrative Agent for an additional Interest Period as, Euro-Dollar Loans if (i) the aggregate principal amount of any Group of Euro-Dollar Loans, such Loans created or continued as a result of such election would shall be less than $10,000,000 or (ii) a Default shall have occurred and be continuing when the Borrower delivers notice of such election to the Administrative Agent. (e) If any Committed Loan is converted to a different Type of Loan, the Borrower shall pay, into Base Rate Loans on the date last day of such conversion, the interest accrued to such date on the principal amount being convertedthen current Interest Period applicable thereto.

Method of Electing Interest Rates. (a) The Loans included in each Committed Borrowing shall bear interest initially at the type of rate specified by the Borrower in the applicable Notice of Committed Borrowing. Thereafter, the Borrower may from time to time elect to change or continue the type of interest rate borne by each Group of Loans (subject to Section 2.08(d2.07(d) and the provisions of Article 8)Section 2.19), as follows: (i) if such Loans are Base Rate Loans, the Borrower may elect to convert such Loans to Euro-Dollar Eurodollar Loans as of any Euro-Dollar Business Day;; and (ii) if such Loans are Euro-Dollar Eurodollar Loans, the Borrower may elect to convert such Loans to Base Rate Loans as of any Domestic Business DayDay or to continue such Loans as Eurodollar Loans for an additional Interest Period, subject to Section 2.14 2.21 if any such conversion is effective on any day other than the last day of an Interest Period applicable to such Loans, or may elect to continue such Loans as Euro-Dollar Loans, as of the end of any Interest Period applicable thereto, for an additional Interest Period. Each such election shall be made by delivering a notice (a “Notice of Interest Rate Election”) to the Administrative Agent not later than 10:30 11:00 A.M. (New York City timePrevailing Eastern Time) on the third Euro-Dollar Business Day before the conversion or continuation selected in such notice is to be effective. A Notice of Interest Rate Election may, if it so specifies, apply to only a portion of the aggregate principal amount of the relevant Group of Loans; provided that (i) such portion is allocated ratably among the Loans comprising such Group and (ii) the portion to which such portionNotice applies, and the remaining portion to which such Notice it does not apply, are each at least $10,000,000 5,000,000 (unless such portion is comprised of Base Rate Loans). If no such notice is timely received before the end of an Interest Period for any Group of Euro-Dollar Eurodollar Loans, the Borrower shall be deemed to have elected that such Group of Loans be converted to Base Rate Loans at the end of such Interest Period. (b) Each Notice of Interest Rate Election shall specify: (i) the Group of Loans (or portion thereof) to which such notice applies; (ii) the date on which the conversion or continuation selected in such notice is to be effective, which shall comply with the applicable clause of Section 2.08(a2.07(a); (iii) if the Loans comprising such Group are to be converted converted, the new type of Loans and, if the Loans resulting from such conversion are to Euro-Dollar be Eurodollar Loans, the duration of the next succeeding Interest Period applicable thereto; and (iv) if such Loans are to be continued as Euro-Dollar Eurodollar Loans for an additional Interest Period, the duration of such additional Interest Period. Each Interest Period specified in a Notice of Interest Rate Election shall comply with the provisions of the definition of Interest Period. (c) Promptly after receiving a Notice of Interest Rate Election from the Borrower pursuant to Section 2.08(a2.07(a), the Administrative Agent shall notify each Bank Lender of the contents thereof and such notice shall not thereafter be revocable by the Borrower. (d) The Borrower shall not be entitled to elect to convert any Committed Loans to, or continue any Committed Loans for an additional Interest Period as, Euro-Dollar Eurodollar Loans if (i) the aggregate principal amount of any Group of Euro-Dollar Eurodollar Loans created or continued as a result of such election would be less than $10,000,000 5,000,000 or (ii) a Default shall have occurred and be continuing when the Borrower delivers notice of such election to the Administrative Agent. (e) If any Committed Loan is converted to a different Type type of Loan, the Borrower shall pay, on the date of such conversion, the interest accrued to such date on the principal amount being converted. (f) A conversion or continuation pursuant to this Section 2.07 is not a Borrowing.

Method of Electing Interest Rates. (a) The Loans included in each Committed Borrowing shall bear interest initially at the type of rate specified by the such Borrower or CarrAmerica LP in the applicable Notice of Committed Borrowing. Thereafter, the such Borrower or CarrAmerica LP, as applicable, may from time to time elect to change or continue the type of interest rate borne by each Group of Loans (subject in each case to Section 2.08(d) and the provisions of Article 8)VIII), as follows: (i) if such Loans are Base Rate Loans, the a Borrower or CarrAmerica LP, as applicable, may elect to convert such Loans to Euro-Dollar Loans as of any Euro-Dollar Business Day; (ii) if such Loans are Euro-Dollar Loans, the a Borrower or CarrAmerica LP, as applicable, may elect to convert such Loans to Base Rate Loans as of any Domestic Business Day, subject to Section 2.14 if any such conversion is effective on any day other than the last day of an Interest Period applicable to such Loans, or may elect to continue such Loans as Euro-Dollar Loans, as of the end of any Interest Period applicable thereto, Loans for an additional Interest Period, in each case effective on the last day of the then current Interest Period applicable to such Loans. Each such election shall be made by delivering a notice (a “"Notice of Interest Rate Election”") to the Administrative Lead Agent not later than 10:30 A.M. at least three (New York City time3) on the third Euro-Dollar Business Day Days before the conversion or continuation selected in such notice is to be effective (unless the relevant Loans are to be continued as Base Rate Loans, in which case such notice shall be delivered to the Lead Agent no later than 12:00 Noon (New York City time) at least one (1) Domestic Business Day before such continuation is to be effective). A Notice of Interest Rate Election may, if it so specifies, apply to only a portion of the aggregate principal amount of the relevant Group of Loans; provided that (i) such portion is allocated ratably among the Loans comprising such Group and Group, (ii) the portion to which such portionnotice applies, and the remaining portion to which such Notice it does not apply, are each at least $10,000,000 1,000,000 or any larger multiple of $1,000,000, (unless such portion is iii) subject to Section 2.1, there shall be no more than ten (10) Borrowings comprised of Base Rate Loans). If no such notice is timely received before the end of an Interest Period for any Group of Euro-Dollar LoansLoans outstanding at any time under this Agreement, (iv) no Loan may be continued as, or converted into, a Euro-Dollar Loan when any Event of Default has occurred and is continuing, and (v) no Interest Period shall extend beyond the Borrower shall be deemed to have elected that such Group of Loans be converted to Base Rate Loans at the end of such Interest PeriodMaturity Date. (b) Each Notice of Interest Rate Election shall specify: (i) the Group of Loans (or portion thereof) to which such notice applies; (ii) the date on which the conversion or continuation selected in such notice is to be effective, which shall comply with the applicable clause of Section 2.08(a)subsection (a) above; (iii) if the Loans comprising such Group are to be converted to converted, the new type of Loans and, if such new Loans are Euro-Dollar Loans, the duration of the next succeeding initial Interest Period applicable thereto; and (iv) if such Loans are to be continued as Euro-Dollar Loans for an additional Interest Period, the duration of such additional Interest Period. Each Interest Period specified in a Notice of Interest Rate Election shall comply with the provisions of the definition of Interest Period. (c) Promptly after receiving Upon receipt of a Notice of Interest Rate Election from the a Borrower or CarrAmerica LP pursuant to Section 2.08(a)subsection (a) above, the Administrative Lead Agent shall notify each Bank on the same day as it receives such Notice of Interest Rate Election of the contents thereof and such notice shall not thereafter be revocable by such Borrower or CarrAmerica LP. If such Borrower or CarrAmerica LP fails to deliver a timely Notice of Interest Rate Election to the Borrower. (d) The Borrower shall not be entitled to elect to convert any Committed Loans to, or continue any Committed Loans Lead Agent for an additional Interest Period as, Euro-Dollar Loans if (i) the aggregate principal amount of any Group of Euro-Dollar Loans, such Loans created or continued as a result of such election would shall be less than $10,000,000 or (ii) a Default shall have occurred and be continuing when the Borrower delivers notice of such election to the Administrative Agent. (e) If any Committed Loan is converted to a different Type of Loan, the Borrower shall pay, into Base Rate Loans on the date last day of such conversion, the interest accrued to such date on the principal amount being convertedthen current Interest Period applicable thereto.

Method of Electing Interest Rates. (a) The Loans included in each Committed Borrowing shall bear interest initially at the type of rate specified by the Borrower in the applicable Notice of Committed Borrowing. Thereafter, the Borrower may from time to time elect to change or continue the type of interest rate borne by each Group Base Rate Loan and each Term SOFR Loan with respect to which the last day of Loans the Interest Period is the same day (subject to Section 2.08(d2.07(d) and the provisions of Article 8), as follows: (i) if such Loans are Loan is a Base Rate LoansLoan, the Borrower may elect to convert such Loans Loan to Euro-Dollar Loans a Term SOFR Loan as of any Euro-Dollar Business Day;; and (ii) if such Loans are Euro-Dollar LoansLoan is a Term SOFR Loan, the Borrower may elect to convert such Loans Loan to a Base Rate Loans Loan as of any Domestic Business DayDay or elect to continue such Loan as a Term SOFR Loan for an additional Interest Period, subject to Section 2.14 2.12 if any such conversion is effective on any day other than the last day of an Interest Period applicable to such Loans, or may elect to continue such Loans as Euro-Dollar Loans, as of the end of any Interest Period applicable thereto, for an additional Interest PeriodLoan. Each such election shall be made by delivering (A) telephone or (B) a notice (a “Notice of Interest Rate Election”) ; provided that any telephonic notice must be confirmed promptly by delivery to the Administrative Agent of a Notice of Interest Rate Election not later than 10:30 A.M. 1:00 P.M. (New York City time) on the third Euro-Dollar second Business Day before the conversion or continuation selected in such notice is to be effective. A Notice of Interest Rate Election may, if it so specifies, apply to only a portion of the aggregate principal amount of the relevant Group Base Rate Loans or Term SOFR Loans with respect to which the last day of Loansthe Interest Period is the same day; provided that (i) the portion to which such portion is allocated ratably among the Loans comprising such Group and (ii) such portionNotice applies, and the remaining portion to which such Notice it does not apply, are each at least $10,000,000 5,000,000 (unless such portion is comprised of Base Rate Loans). If no such notice is timely received before the end of an Interest Period for any Group of Euro-Dollar Loans, the Borrower shall be deemed to have elected that such Group of Loans be converted to Base Rate Loans at the end of such Interest Period. (b) Each Notice of Interest Rate Election shall specify: (i) the Group of Loans (or portion thereof) to which such notice appliesapplies (which Loans shall be Base Rate Loans or Term SOFR Loans with respect to which the last day of the Interest Period is the same day); (ii) the date on which the conversion or continuation selected in such notice is to be effective, which shall comply with the applicable clause of Section 2.08(a)2.07(a) above; (iii) if the applicable Loans comprising such Group are to be converted converted, the new type of Loans and, if the Loans resulting from such conversion are to Euro-Dollar be Term SOFR Loans, the duration of the next succeeding Interest Period applicable thereto; and (iv) if such Loans are to be continued as Euro-Dollar Term SOFR Loans for an additional Interest Period, the duration of such additional Interest Period. Each Interest Period specified in a Notice of Interest Rate Election shall comply with the provisions of the definition of Interest Period. (c) Promptly after receiving a Notice of Interest Rate Election from the Borrower pursuant to Section 2.08(a)2.07(a) above, the Administrative Agent shall notify each Bank Lender of the contents thereof and such notice shall not thereafter be revocable by the Borrower. (d) The Borrower shall not be entitled to elect to convert any Committed Loans to, or continue any Committed Loans for an additional Interest Period as, Euro-Dollar Term SOFR Loans if (i) the aggregate principal amount of any Group of Euro-Dollar Term SOFR Loans created or continued as a result of such election would be less than $10,000,000 5,000,000 or (ii) a Default shall have occurred and be continuing when the Borrower delivers notice of such election to the Administrative Agent. (e) If any Committed Loan is converted to a different Type type of Loan, the Borrower shall pay, on the date of such conversion, the interest accrued to such date on the principal amount being converted. (f) If the Borrower fails to specify a type of Loan in a Notice of Borrowing or Notice of Interest Rate Election or if the Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Loans shall be made as, or converted to, Term SOFR Loans with an Interest Period of one month and any such automatic conversion shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Term SOFR Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of Term SOFR Loans in any such Notice of Borrowing or Notice of Interest Rate Election, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month.

Method of Electing Interest Rates. (a) The Loans included in each Committed Borrowing shall bear interest initially at the type of rate specified by the Borrower in the applicable Notice of Committed Borrowing. Thereafter, the Borrower may from time to time elect to change or continue the type of interest rate borne by each Group of Loans (subject in each case to Section 2.08(d) and the provisions of Article 8)VIII), as follows: (i) if such Loans are Base Rate Loans, the Borrower may elect to convert all or any portion of such Loans to Euro-Dollar Loans as of any Euro-Dollar Business Day; (ii) if such Loans are Euro-Dollar Loans, the Borrower may elect to convert all or any portion of such Loans to Base Rate Loans and/or elect to continue all or any portion of such Loans as of any Domestic Business DayEuro-Dollar Loans for an additional Interest Period or additional Interest Periods, subject to Section 2.14 if any such conversion is effective on any day other than the last day of an the then current Interest Period applicable to such Loans, or may elect on such other date designated by Borrower in the Notice of Interest Rate Election provided Borrower shall pay any losses pursuant to continue such Loans as Euro-Dollar Loans, as of the end of any Interest Period applicable thereto, for an additional Interest PeriodSection 2.13. Each such election shall be made by delivering a notice (a “Notice of Interest Rate Election”) to the Administrative Agent not later than 10:30 A.M. at least three (New York City time3) on the third Euro-Dollar Business Day Days before the conversion or continuation selected in such notice is to be effective. A Notice of Interest Rate Election may, if it so specifies, apply to only a portion of the aggregate principal amount of the relevant Group of Loans; provided that (i) such portion is allocated ratably among the Loans comprising such Group and of Loans, (ii) the portion to which such portionNotice of Interest Rate Election applies, and the remaining portion to which such Notice it does not apply, are each at least in an amount equal to $10,000,000 500,000 or any larger multiple of $100,000, (unless such portion is comprised of Base Rate Loans). If iii) there shall be no such notice is timely received before the end of an Interest Period for any Group of more than ten (10) Euro-Dollar Loans, the Borrower shall be deemed to have elected that such Group Groups of Loans outstanding at any one time, (iv) no Loan may be continued as, or converted to Base Rate Loans at into, a Euro-Dollar Loan when any Event of Default has occurred and is continuing, and (v) no Interest Period shall extend beyond the end of such Interest PeriodMaturity Date. (b) Each Notice of Interest Rate Election shall specify: (i) the Group of Loans (or portion thereof) to which such notice applies; (ii) the date on which the conversion or continuation selected in such notice is to be effective, which shall comply with the applicable clause of Section 2.08(a)subsection (a) above; (iii) if the Loans comprising such Group of Loans are to be converted to converted, the new type of Loans and, if such new Loans are Euro-Dollar Loans, the duration of the next succeeding initial Interest Period applicable thereto; and (iv) if such Loans are to be continued as Euro-Dollar Loans for an additional Interest Period, the duration of such additional Interest Period. Each Interest Period specified in a Notice of Interest Rate Election shall comply with the provisions of the definition of Interest Period. (c) Promptly after receiving Upon receipt of a Notice of Interest Rate Election from the Borrower pursuant to Section 2.08(a)subsection (a) above, the Administrative Agent shall notify each Bank the same day as it receives such Notice of Interest Rate Election of the contents thereof thereof, the interest rates determined pursuant thereto and the Interest Periods (if different from those requested by the Borrower) and such notice shall not thereafter be revocable by the Borrower. (d) The . If the Borrower shall not be entitled fails to elect deliver a timely Notice of Interest Rate Election to convert the Administrative Agent for any Committed Group of Loans to, or continue any Committed Loans for an additional Interest Period as, which are Euro-Dollar Loans, such Loans if (i) the aggregate principal amount of any Group of Euro-Dollar shall be converted into Base Rate Loans created or continued as a result of such election would be less than $10,000,000 or (ii) a Default shall have occurred and be continuing when the Borrower delivers notice of such election to the Administrative Agent. (e) If any Committed Loan is converted to a different Type of Loan, the Borrower shall pay, on the date last day of such conversion, the interest accrued to such date on the principal amount being convertedthen current Interest Period applicable thereto.

Method of Electing Interest Rates. (a) The Loans included in each Committed Borrowing shall bear interest initially at the type of rate specified by the Borrower in the applicable Notice of Committed Borrowing. Thereafter, the Borrower may from time to time elect to change or continue the type of interest rate borne by each Group of Loans (subject in each case to Section 2.08(d) and the provisions of Article 8)8 and the last sentence of this subsection(a)), as follows: (i) if such Loans are Base Rate Loans, the Borrower may elect to convert such Loans to Euro-Dollar Loans as of any Euro-Dollar Business Day;Day and (ii) if such Loans are Euro-Dollar Loans, the Borrower may elect to convert such Loans to Base Rate Loans or elect to continue such Loans as of any Domestic Business DayEuro-Dollar Loans for an additional Interest Period, subject to Section 2.14 if in the case of any such conversion is or continuation effective on any day other than the last day of an the then current Interest Period applicable to such Loans, or may elect to continue such Loans as Euro-Dollar Loans, as of the end of any Interest Period applicable thereto, for an additional Interest Period. Each such election shall be made by delivering a notice (a “Notice of Interest Rate Election”) to the Administrative Agent not later than 10:30 A.M. 12:00 noon. (New York City time) on the third Euro-Dollar Business Day before the conversion or continuation selected in such notice is to be effective. A Notice of Interest Rate Election may, if it so specifies, apply to only a portion of the aggregate principal amount of the relevant Group of Loans; provided that (i) such portion is allocated ratably among the Loans comprising such Group and (ii) the portion to which such portionNotice applies, and the remaining portion to which such Notice it does not apply, are each at least $10,000,000 (unless such portion is comprised 5,000,000 or any larger multiple of Base Rate Loans)$1,000,000. If no such notice is timely received before prior to the end of an Interest Period for any Group of Euro-Dollar LoansPeriod, the Borrower shall be deemed to have elected that all Loans having such Group of Loans Interest Period be converted to Base Rate Loans at the end of such Interest Period. (b) Each Notice of Interest Rate Election shall specify: (i) the Group of Loans (or portion thereof) to which such notice applies; (ii) the date on which the conversion or continuation selected in such notice is to be effective, which shall comply with the applicable clause of Section 2.08(a)subsection (a) above; (iii) if the Loans comprising such Group are to be converted, the new type of Loans and, if the Loans being converted are to be Euro-Dollar Loans, the duration of the next succeeding Interest Period applicable thereto; and (iv) if such Loans are to be continued as Euro-Dollar Loans for an additional Interest Period, the duration of such additional Interest Period. Each Interest Period specified in a Notice of Interest Rate Election shall comply with the provisions of the definition of Interest Period. (c) Promptly after receiving Upon receipt of a Notice of Interest Rate Election from the Borrower pursuant to Section 2.08(a)subsection (a) above, the Administrative Agent shall promptly notify each Bank Lender of the contents thereof and such notice shall not thereafter be revocable by the Borrower. (d) The An election by the Borrower shall not be entitled to elect to convert any Committed Loans to, change or continue any Committed Loans for an additional Interest Period as, Euro-Dollar Loans if (i) the aggregate principal amount rate of interest applicable to any Group of Euro-Dollar Loans created or continued as pursuant to this Section shall not constitute a result of such election would be less than $10,000,000 or (ii) a Default shall have occurred and be continuing when the Borrower delivers notice of such election “Borrowing” subject to the Administrative Agentprovisions of Section 3.02. (e) If any Committed Loan is converted to a different Type of Loan, the Borrower shall pay, on the date of such conversion, the interest accrued to such date on the principal amount being converted.

Method of Electing Interest Rates. (a) The Loans included in each Committed Borrowing shall bear interest initially at the type of rate specified by the Borrower in the applicable Notice of Committed Borrowing. Thereafter, the Borrower may from time to time elect to change or continue the type of interest rate borne by each Group of Loans (subject in each case to Section 2.08(d) and the provisions of Article 8)VIII), as follows: (i) if such Loans are Base Rate Loans, the Borrower may elect to convert such Loans to CD Loans as of any Domestic Business Day or to Euro-Dollar Loans as of any Euro-Dollar Business Day; (ii) if such Loans are CD Loans, the Borrower may elect to convert such Loans to Base Rate Loans or Euro-Dollar Loans or elect to continue such Loans as CD Loans for an additional Interest Period, in each case effective on the last day of the then current Interest Period applicable to such Loans; and (iii) if such Loans are Euro-Dollar Loans, the Borrower may elect to convert such Loans to Base Rate Loans as of any Domestic Business Day, subject to Section 2.14 if any such conversion is effective on any day other than the last day of an Interest Period applicable to such Loans, or may CD Loans or elect to continue such Loans as Euro-Dollar Loans, as of the end of any Interest Period applicable thereto, Loans for an additional Interest Period, in each case effective on the last day of the then current Interest Period applicable to such Loans. Each such election shall be made by delivering a notice (a “"Notice of Interest Rate Election”") to the Administrative Agent not later than 10:30 A.M. (New York City time) on the third at least three Euro-Dollar Business Day Days before the conversion or continuation selected in such notice is to be effective (unless the relevant Loans are to be converted from Domestic Loans to Domestic Loans of the other type or continued as Domestic Loans of the same type for an additional Interest Period, in which case such notice shall be delivered to the Agent at least two Domestic Business Days before such conversion or continuation is to be effective). A Notice of Interest Rate Election may, if it so specifies, apply to only a portion of the aggregate principal amount of the relevant Group of Loans; provided that (i) such portion is allocated ratably among the Loans comprising such Group and (ii) the portion to which such portionnotice applies, and the remaining portion to which such Notice it does not apply, are each at least $10,000,000 (unless such portion is comprised 50,000,000 or any larger multiple of Base Rate Loans). If no such notice is timely received before the end of an Interest Period for any Group of Euro-Dollar Loans, the Borrower shall be deemed to have elected that such Group of Loans be converted to Base Rate Loans at the end of such Interest Period$5,000,000. (b) Each Notice of Interest Rate Election shall specify: (i) the Group of Loans (or portion thereof) to which such notice applies; (ii) the date on which the conversion or continuation selected in such notice is to be effective, which shall comply with the applicable clause of Section 2.08(a)subsection (a) above; (iii) if the Loans comprising such Group are to be converted to Euro-Dollar converted, the new type of Loans and, if such new Loans are Fixed Rate Loans, the duration of the next succeeding initial Interest Period applicable thereto; and (iv) if such Loans are to be continued as CD Loans or Euro-Dollar Loans for an additional Interest Period, the duration of such additional Interest Period. Each Interest Period specified in a Notice of Interest Rate Election shall comply with the provisions of the definition of Interest Period. (c) Promptly after receiving Upon receipt of a Notice of Interest Rate Election from the Borrower pursuant to Section 2.08(a)subsection (a) above, the Administrative Agent shall promptly notify each Bank of the contents thereof and such notice shall not thereafter be revocable by the Borrower. (d) The . If the Borrower shall not be entitled fails to elect deliver a timely Notice of Interest Rate Election to convert any Committed Loans to, or continue any Committed Loans the Agent for an additional Interest Period as, Euro-Dollar Loans if (i) the aggregate principal amount of any Group of Euro-Dollar Fixed Rate Loans, such Loans created or continued as a result of such election would shall be less than $10,000,000 or (ii) a Default shall have occurred and be continuing when the Borrower delivers notice of such election to the Administrative Agent. (e) If any Committed Loan is converted to a different Type of Loan, the Borrower shall pay, into Base Rate Loans on the date last day of such conversion, the interest accrued to such date on the principal amount being convertedthen current Interest Period applicable thereto.

Method of Electing Interest Rates. (a) The Loans included in each Committed Borrowing shall bear interest initially at the type of rate specified by the Borrower in the applicable Notice of Committed Borrowing. Thereafter, the Borrower may from time to time elect to change or continue the type of interest rate borne by each Group of Loans (subject to Section 2.08(d2.07(d) and the provisions of Article 8), as follows: (i) if such Loans are Base Rate Loans, the Borrower may elect to convert such Loans to Euro-Dollar Loans as of any Euro-Dollar Business Day;; and (ii) if such Loans are Euro-Dollar Loans, the Borrower may elect to convert such Loans to Base Rate Loans as of any Domestic Business DayDay or elect to continue such Loans as Euro-Dollar Loans for an additional Interest Period, subject to Section 2.14 2.12 if any such conversion is effective on any day other than the last day of an Interest Period applicable to such Loans, or may elect to continue such Loans as Euro-Dollar Loans, as of the end of any Interest Period applicable thereto, for an additional Interest Period. Each such election shall be made by delivering a notice (a “Notice of Interest Rate Election”) to the Administrative Agent not later than 10:30 A.M. (New York City time) on the third Euro-Dollar Business Day before the conversion or continuation selected in such notice is to be effective. A Notice of Interest Rate Election may, if it so specifies, apply to only a portion of the aggregate principal amount of the relevant Group of Loans; provided that (i) such portion is allocated ratably among the Loans comprising such Group and (ii) the portion to which such portionNotice applies, and the remaining portion to which such Notice it does not apply, are each at least $10,000,000 5,000,000 (unless such portion is comprised of Base Rate Loans). If no such notice is timely received before the end of an Interest Period for any Group of Euro-Dollar Loans, the Borrower shall be deemed to have elected that such Group of Loans be converted to Base Rate Loans at the end of such Interest Period. (b) Each Notice of Interest Rate Election shall specify: (i) the Group of Loans (or portion thereof) to which such notice applies; (ii) the date on which the conversion or continuation selected in such notice is to be effective, which shall comply with the applicable clause of Section 2.08(a)2.07(a) above; (iii) if the Loans comprising such Group are to be converted converted, the new type of Loans and, if the Loans resulting from such conversion are to be Euro-Dollar Loans, the duration of the next succeeding Interest Period applicable thereto; and (iv) if such Loans are to be continued as Euro-Dollar Loans for an additional Interest Period, the duration of such additional Interest Period. Each Interest Period specified in a Notice of Interest Rate Election shall comply with the provisions of the definition of Interest Period. (c) Promptly after receiving a Notice of Interest Rate Election from the Borrower pursuant to Section 2.08(a)2.07(a) above, the Administrative Agent shall notify each Bank of the contents thereof and such notice shall not thereafter be revocable by the Borrower. (d) The Borrower shall not be entitled to elect to convert any Committed Loans to, or continue any Committed Loans for an additional Interest Period as, Euro-Dollar Loans if (i) the aggregate principal amount of any Group of Euro-Dollar Loans created or continued as a result of such election would be less than $10,000,000 5,000,000 or (ii) a Default shall have occurred and be continuing when the Borrower delivers notice of such election to the Administrative Agent. (e) If any Committed Loan is converted to a different Type type of Loan, the Borrower shall pay, on the date of such conversion, the interest accrued to such date on the principal amount being converted.

Method of Electing Interest Rates. (a) The Loans included in each Committed Borrowing shall bear interest initially at the type of rate specified by the Borrower in the applicable Notice of Committed Borrowing. Thereafter, the Borrower may from time to time elect to change or continue the type of interest rate borne by each Group of Loans (subject in each case to Section 2.08(d) and the provisions of Article 8)8 and the last sentence of this subsection(a)), as follows: (i) if such Loans are Base Rate Loans, the Borrower may elect to convert such Loans to Euro-Dollar Loans as of any Euro-Dollar Business Day;Day and (ii) if such Loans are Euro-Dollar Loans, the Borrower may elect to convert such Loans to Base Rate Loans or elect to continue such Loans as of any Domestic Business DayEuro-Dollar Loans for an additional Interest Period, subject to Section 2.14 if in the case of any such conversion is or continuation effective on any day other than the last day of an the then current Interest Period applicable to such Loans, or may elect to continue such Loans as Euro-Dollar Loans, as of the end of any Interest Period applicable thereto, for an additional Interest Period. Each such election shall be made by delivering a notice (a “Notice of Interest Rate Election”) to the Administrative Agent not later than 10:30 A.M. 12:00 noon. (New York City time) on the third Euro-Dollar Business Day before the conversion or continuation selected in such notice is to be effective. A Notice of Interest Rate Election may, if it so specifies, apply to only a portion of the aggregate principal amount of the relevant Group of Loans; provided that (i) such portion is allocated ratably among the Loans comprising such Group of Loans and (ii) the portion to which such portionnotice applies, and the remaining portion to which such Notice it does not apply, are each at least $10,000,000 (unless such portion is comprised 5,000,000 or any larger multiple of Base Rate Loans)$1,000,000. If no such notice is timely received before prior to the end of an Interest Period for any Group of Euro-Dollar LoansPeriod, the Borrower shall be deemed to have elected that all Loans having such Group of Loans Interest Period be converted to Base Rate Loans at the end of such Interest Period. (b) Each Notice of Interest Rate Election shall specify: (i) the Group of Loans (or portion thereof) to which such notice applies; (ii) the date on which the conversion or continuation selected in such notice is to be effective, which shall comply with the applicable clause of Section 2.08(a)subsection (a) above; (iii) if the Loans comprising such Group are to be converted, the new type of Loans and, if the Loans being converted are to be Euro-Dollar Loans, the duration of the next succeeding Interest Period applicable thereto; and (iv) if such Loans are to be continued as Euro-Dollar Loans for an additional Interest Period, the duration of such additional Interest Period. Each Interest Period specified in a Notice of Interest Rate Election shall comply with the provisions of the definition of Interest Period. (c) Promptly after receiving Upon receipt of a Notice of Interest Rate Election from the Borrower pursuant to Section 2.08(a)subsection (a) above, the Administrative Agent shall promptly notify each Bank affected Lender of the contents thereof and such notice shall not thereafter be revocable by the Borrower. (d) The An election by the Borrower shall not be entitled to elect to convert any Committed Loans to, change or continue any Committed Loans for an additional Interest Period as, Euro-Dollar Loans if (i) the aggregate principal amount rate of interest applicable to any Group of Euro-Dollar Loans created or continued as pursuant to this Section shall not constitute a result of such election would be less than $10,000,000 or (ii) a Default shall have occurred and be continuing when the Borrower delivers notice of such election “Borrowing” subject to the Administrative Agentprovisions of Section 3.02. (e) If any Committed Loan is converted to a different Type of Loan, the Borrower shall pay, on the date of such conversion, the interest accrued to such date on the principal amount being converted.

Method of Electing Interest Rates. (a) The Loans included in each Committed the Borrowing shall bear interest initially at the type of rate specified by the Borrower Company in the applicable Notice of Committed Borrowing. Thereafter, the Borrower Company may from time to time elect to change or continue the type of interest rate borne by each Group of Loans (subject to Section 2.08(d) and the provisions of Article 8), as follows: (i) if such Loans are Base Rate Loans, the Borrower Company may elect to convert such Loans to Euro-Dollar Loans as of any Euro-Dollar Business Day;; and (ii) if such Loans are Euro-Dollar Loans, the Borrower Company may elect to convert such Loans to Base Rate Loans as of any Domestic Business Day, subject to Section 2.14 if any such conversion is effective on any day other than the last day of an Interest Period applicable to such Loans, or may elect to continue such Loans as Euro-Dollar Loans, as of the end of any Interest Period applicable thereto, Loans for an additional Interest Period, in each case as of the last day of the then current Interest Period applicable thereto. Each such election shall be made by delivering a notice (a “Notice of Interest Rate Election”) to the Administrative Agent not later than 10:30 A.M. 12:00 noon (New York City time) on the third Euro-Dollar Business Day before the conversion or continuation selected in such notice is to be effective. A Notice of Interest Rate Election may, if it so specifies, apply to only a portion of the aggregate principal amount of the relevant Group of Loans; provided that (i) such portion is allocated ratably among the Loans comprising such Group and (ii) the portion to which such portionNotice applies, and the remaining portion to which such Notice it does not apply, are each at least $10,000,000 25,000,000 (unless such portion is comprised of Base Rate Loans). If no such notice is timely received before the end of an Interest Period for any Group of Euro-Dollar Loans, the Borrower Company shall be deemed to have elected that such Group of Loans be converted to Base Rate Loans that, at the end of such Interest Period, such Group of Loans be continued as Euro-Dollar Loans for an additional Interest Period of one month (subject to the provisions of the definition of Interest Period). (b) Each Notice of Interest Rate Election shall specify: (i) the Group of Loans (or portion thereof) to which such notice applies; (ii) the date on which the conversion or continuation selected in such notice is to be effective, which shall comply with the applicable clause of Section 2.08(a); (iii) if the Loans comprising such Group are to be converted converted, the new type of Loans and, if the Loans resulting from such conversion are to be Euro-Dollar Loans, the duration of the next succeeding Interest Period applicable thereto; and (iv) if such Loans are to be continued as Euro-Dollar Loans for an additional Interest Period, the duration of such additional Interest Period. Each Interest Period specified in a Notice of Interest Rate Election shall comply with the provisions of the definition of Interest Period. (c) Promptly after receiving a Notice of Interest Rate Election from the Borrower Company pursuant to Section 2.08(a), the Administrative Agent shall notify each Bank Lender of the contents thereof and such notice shall not thereafter be revocable by the BorrowerCompany. (d) The Borrower Company shall not be entitled to elect to convert any Committed Loans to, or continue any Committed Loans for an additional Interest Period as, Euro-Dollar Loans if (i) the aggregate principal amount of any Group of Euro-Dollar Loans created or continued as a result of such election would be less than $10,000,000 25,000,000 or (ii) a Default shall have occurred and be continuing when the Borrower Company delivers notice of such election to the Administrative Agent. (e) If any Committed Loan is converted to a different Type type of Loan, the Borrower Company shall pay, on the date of such conversion, the interest accrued to such date on the principal amount being converted.

Method of Electing Interest Rates. (a) The Loans included in each Committed Borrowing shall bear interest initially at the type of rate specified by the Borrower in the applicable Notice of Committed Borrowing. Thereafter, the Borrower may from time to time elect to change or continue the type of interest rate borne by each Group of Loans (subject to Section 2.08(d) and the provisions of Article 8)8, as follows:): (i) if such Loans are Base Rate Loans, the Borrower may elect to convert such Loans to Euro-Dollar Loans as of any Euro-Dollar Business Day;; and (ii) if such Loans are Euro-Dollar Loans, the Borrower may elect to convert such Loans to Base Rate Loans as of any Domestic Business DayDay or to continue such Loans as Euro-Dollar Loans for an additional Interest Period, subject to Section 2.14 if any such conversion is effective on any day other than the last day of an Interest Period applicable to such Loans, or may elect to continue such Loans as Euro-Dollar Loans, as of the end of any Interest Period applicable thereto, for an additional Interest Period. Each such election shall be made by delivering a notice (a “Notice of Interest Rate Election”) to the Administrative Servicing Agent not later than 10:30 11:00 A.M. (New York City time) on the third Euro-Dollar Business Day before the conversion or continuation selected in such notice is to be effective. A Notice of Interest Rate Election may, if it so specifies, apply to only a portion of the aggregate principal amount of the relevant Group of Loans; provided that (i) such portion is allocated ratably among the Loans comprising such Group of Loans and (ii) the portion to which such portionNotice applies, and the remaining portion to which such Notice it does not apply, are each at least $10,000,000 (unless such portion is comprised consisting of Base Rate Loans). If no such notice is timely received before the end of an Interest Period for any Group of Loans consisting of Euro-Dollar Loans, the Borrower shall be deemed to have elected that such Group of Loans be converted to Base Rate Euro-Dollar Loans with an Interest Period of one month at the end of such Interest Period. (b) Each Notice of Interest Rate Election shall specify: (i) the Group of Loans (or portion thereof) to which such notice applies; (ii) the date on which the conversion or continuation selected in such notice is to be effective, which shall comply with the applicable clause of Section 2.08(a)) above; (iii) if the Loans comprising such Group of Loans are to be converted converted, the new Type of Loans and, if the Loans resulting from such conversion are to be Euro-Dollar Loans, the duration of the next succeeding Interest Period applicable thereto; and (iv) if such Loans are to be continued as Euro-Dollar Loans for an additional Interest Period, the duration of such additional Interest Period. Each Interest Period specified in a Notice of Interest Rate Election shall comply with the provisions of the definition of Interest Period. (c) Promptly after receiving a Notice of Interest Rate Election from the Borrower pursuant to Section 2.08(a)) above, the Administrative Servicing Agent shall notify each Bank of the contents thereof thereof, and if the Borrower has selected for a Euro-Dollar Loan an Interest Period having duration of twelve months, the Servicing Agent shall endeavor to elicit from each Bank whether such notice Bank is able to continue funding of the relevant Loan at the requested duration of Interest Period or to convert funding of the relevant Loan to the requested duration of Interest Period (as the case may be). Such Notice of Interest Rate Election shall not thereafter be revocable by the Borrower. (d) The Borrower shall not be entitled to elect to convert any Committed Loans to, or continue any Committed Loans for an additional Interest Period as, Euro-Dollar Loans if (i) the aggregate principal amount of any Group of Loans consisting of Euro-Dollar Loans created or continued as a result of such election would be less than $10,000,000 10,000,000, (ii) more than 15 Groups of Loans shall be outstanding at any time or (iiiii) a Default shall have occurred and be continuing when the Borrower delivers notice of such election to the Administrative Servicing Agent. (e) If any Committed Loan is converted to a different Type of Loan, the Borrower shall pay, on the date of such conversion, the interest accrued to such date on the principal amount being converted. (f) A conversion or continuation pursuant to this Section 2.08 is not a Borrowing.

Method of Electing Interest Rates. (a) The Loans included in each Committed Borrowing shall bear interest initially at the type of rate specified by the Borrower in the applicable Notice of Committed Borrowing. Thereafter, the Borrower may from time to time elect to change or continue the type of interest rate borne by each Group of Loans (subject in each case to Section 2.08(d) and the provisions of subsection (d) below and Article 8), as follows: (i) if such Loans are Base Rate Loans, the Borrower may elect to convert such Loans to CD Loans as of any Domestic Business Day or to Euro-Dollar Loans as of any Euro-Dollar Business Day; (ii) if such Loans are CD Loans, the Borrower may elect to convert such Loans to Base Rate Loans or Euro-Dollar Loans or elect to continue such Loans as CD Loans for an additional Interest Period, in each case effective on the last day of the then current Interest Period applicable to such Loans; or (iii) if such Loans are Euro-Dollar Loans, the Borrower may elect to convert such Loans to Base Rate Loans as of any Domestic Business Day, subject to Section 2.14 if any such conversion is effective on any day other than the last day of an Interest Period applicable to such Loans, or may CD Loans or elect to continue such Loans as Euro-Dollar Loans, as of the end of any Interest Period applicable thereto, Loans for an additional Interest Period, in each case effective on the last day of the then current Interest Period applicable to such Loans. Each such election shall be made by delivering a notice (a “"Notice of Interest Rate Election”") to the Administrative Agent not later than 10:30 A.M. (New York City time) on the third at least three Euro-Dollar Business Day Days before the conversion or continuation selected in such notice is to be effective (unless the relevant Loans are to be converted from Domestic Loans to Domestic Loans of the other type or continued as Domestic Loans of the same type for an additional Interest Period, in which case such notice shall be delivered to the Administrative Agent at least three Domestic Business Days before such conversion or continuation is to be effective). A Notice of Interest Rate Election may, if it so specifies, apply to only a portion of the aggregate principal amount of the relevant Group of Loans; provided that (i) such portion is allocated ratably among the Loans comprising such Group and (ii) the portion to which such portionnotice applies, and the remaining portion to which such Notice it does not apply, are each at least $10,000,000 (unless such portion is comprised 15,000,000 or any larger multiple of Base Rate Loans). If no such notice is timely received before the end of an Interest Period for any Group of Euro-Dollar Loans, the Borrower shall be deemed to have elected that such Group of Loans be converted to Base Rate Loans at the end of such Interest Period$1,000,000. (b) Each Notice of Interest Rate Election shall specify: (i) the Group of Loans (or portion thereof) to which such notice applies; (ii) the date on which the conversion or continuation selected in such notice is to be effective, which shall comply with the applicable clause of Section 2.08(a)subsection (a) above; (iii) if the Loans comprising such Group are to be converted to converted, the new type of Loans and, if such new Loans are CD Loans or Euro-Dollar Loans, the duration of the next succeeding initial Interest Period applicable thereto; and (iv) if such Loans are to be continued as CD Loans or Euro-Dollar Loans for an additional Interest Period, the duration of such additional Interest Period. Each Interest Period specified in a Notice of Interest Rate Election shall comply with the provisions of the definition of Interest Period. (c) Promptly after receiving Upon receipt of a Notice of Interest Rate Election from the Borrower pursuant to Section 2.08(a)subsection (a) above, the Administrative Agent shall promptly notify each Bank of the contents thereof and such notice shall not thereafter be revocable by the Borrower. If the Borrower fails to deliver a timely Notice of Interest Rate Election to the Administrative Agent for any Group of CD Loans or Euro-Dollar Loans, such Loans shall be converted into Base Rate Loans on the last day of the then current Interest Period applicable thereto. (d) The Borrower shall not be entitled to elect to convert any Committed Loans to, or continue any Committed Loans for an additional Interest Period as, CD Loans or Euro-Dollar Loans if (i) the aggregate principal amount of any Group of Euro-Dollar Loans created or continued as a result of such election would be less than $10,000,000 or (ii) a Default shall have occurred and be continuing when the Borrower delivers notice of such election to the Administrative AgentAgent or when such conversion or continuation would otherwise be effective. (e) If any Committed Loan is converted to a different Type of Loan, the Borrower shall pay, on the date of such conversion, the interest accrued to such date on the principal amount being converted.

Method of Electing Interest Rates. (a) The Loans included in each Committed Borrowing shall bear interest initially at the type of rate specified by the Borrower Company in the applicable Notice of Committed Borrowing. Thereafter, the Borrower Company may from time to time elect to change or continue the type of interest rate borne by each Group of Loans (subject in each case to Section 2.08(d) and the provisions of Article 8), as follows: : (i) if such Loans are Base Rate Loans, the Borrower Company may elect to convert such Loans to Euro-Dollar Loans as of any Euro-Dollar Euro- Currency Business Day; , or (ii) if such Loans are Euro-Dollar Loans, the Borrower Company may elect to convert such Loans to Base Rate Loans as of any Domestic Business Day, subject to Section 2.14 if any such conversion is effective on any day other than the last day of an Interest Period applicable to such Loans, or may elect to continue such Loans as Euro-Dollar Loans, as of the end of any Interest Period applicable thereto, Loans for an additional Interest Period, in each case effective on the last day of the then current Interest Period applicable to such Loans. Each such election shall be made by delivering a notice (a “"Notice of Interest Rate Election”") to the Administrative Agent not later than 10:30 A.M. (New York City time) on the third at least three Euro-Dollar Currency Business Day Days before the conversion or continuation selected in such notice is to be effective. A Notice of Interest Rate Election may, if it so specifies, apply to only a portion of the aggregate principal amount of the relevant Group of Loans; provided that (i) such portion is allocated ratably among the Loans comprising such Group and (ii) the portion to which such portionNotice applies, and the remaining portion to which such Notice it does not apply, are each at least $10,000,000 (unless such portion is comprised 25,000,000 or C$25,000,000 or any larger multiple of Base Rate Loans). If no such notice is timely received before $5,000,000 or C$5,000,000, as the end of an Interest Period for any Group of Euro-Dollar Loans, the Borrower shall be deemed to have elected that such Group of Loans be converted to Base Rate Loans at the end of such Interest Periodcase may be. (b) Each Notice of Interest Rate Election shall specify: : (i) the Group of Loans (or portion thereof) to which such notice applies; ; (ii) the date on which the conversion or continuation selected in such notice is to be effective, which shall comply with the applicable clause of Section 2.08(a); subsection (a) above; (iii) if the Loans comprising such Group are to be converted to converted, the new type of Loans and, if such new Loans are Euro-Dollar Loans, the duration of the next succeeding initial Interest Period applicable thereto; and and (iv) if such Loans are to be continued as Euro-Dollar Loans for an additional Interest Period, the duration of such additional Interest Period. Each Interest Period specified in a Notice of Interest Rate Election shall comply with the provisions of the definition of Interest Period. (c) Promptly after receiving Upon receipt of a Notice of Interest Rate Election from the Borrower Company pursuant to Section 2.08(a)subsection (a) above, the Administrative Agent shall promptly notify each Bank of the contents thereof and such notice shall not thereafter be revocable by the Borrower. (d) The Borrower shall not be entitled Company. If the Company fails to elect deliver a timely Notice of Interest Rate Election to convert any Committed Loans to, or continue any Committed Loans the Agent for an additional Interest Period as, Euro-Dollar Loans if (i) the aggregate principal amount of any Group of Euro-Dollar Loans, such Loans created or continued as a result of such election would shall be less than $10,000,000 or (ii) a Default shall have occurred and be continuing when the Borrower delivers notice of such election to the Administrative Agent. (e) If any Committed Loan is converted to a different Type of Loan, the Borrower shall pay, into Base Rate Loans on the date last day of such conversion, the interest accrued to such date on the principal amount being convertedthen current Interest Period applicable thereto.

Method of Electing Interest Rates. (a) The Loans included in each Committed Borrowing shall bear interest initially at the type of rate specified by the Borrower in the applicable Notice of Committed Borrowing. Thereafter, the Borrower may from time to time elect to change or continue the type of interest rate borne by each Group of Loans (subject in each case to Section 2.08(d) and the provisions of Article 8), as follows: (i) if such Loans are Base Rate Domestic Loans, the Borrower may elect to convert such Loans to Euro-Dollar Loans as of any Euro-Dollar Business Day; (ii) if such Loans are Euro-Dollar Loans, the Borrower may elect to convert such Loans to Base Rate Domestic Loans as of any Domestic Business Day, subject to Section 2.14 if any such conversion is effective on any day other than the last day of an Interest Period applicable to such Loans, or may elect to continue such Loans as Euro-Dollar Loans, as of the end of any Interest Period applicable thereto, Loans for an additional Interest Period, in each case effective on the last day of the then current Interest Period applicable to such Loans. Each such election shall be made by delivering a notice (a “"Notice of Interest Rate Election”") to the Administrative Agent not later than 10:30 A.M. (New York City time) on the third at least three Euro-Dollar Business Day Days before the conversion or continuation selected in such notice is to be effective. A Notice of Interest Rate Election may, if it so specifies, apply to only a portion of the aggregate principal amount of the relevant Group of Loans; provided that (i) such portion is allocated ratably among the Loans comprising such Group and (ii) the portion to which such portionNotice applies, and the remaining portion to which such Notice it does not apply, are each at least $10,000,000 (unless such portion is comprised 25,000,000 or any larger multiple of Base Rate Loans). If no such notice is timely received before the end of an Interest Period for any Group of Euro-Dollar Loans, the Borrower shall be deemed to have elected that such Group of Loans be converted to Base Rate Loans at the end of such Interest Period$5,000,000. (b) Each Notice of Interest Rate Election shall specify: (i) the Group of Loans (or portion thereof) to which such notice applies; (ii) the date on which the conversion or continuation selected in such notice is to be effective, which shall comply with the applicable clause of Section 2.08(a)subsection (a) above; (iii) if the Loans comprising such Group are to be converted to converted, the new type of Loans and, if such new Loans are Euro-Dollar Loans, the duration of the next succeeding initial Interest Period applicable thereto; and (iv) if such Loans are to be continued as Euro-Dollar Loans for an additional Interest Period, the duration of such additional Interest Period. Each Interest Period specified in a Notice of Interest Rate Election shall comply with the provisions of the definition of Interest Period. (c) Promptly after receiving a Notice of Interest Rate Election from the Borrower pursuant to Section 2.08(a), the Administrative Agent shall notify each Bank of the contents thereof and such notice shall not thereafter be revocable by the Borrower. (d) The Borrower shall not be entitled to elect to convert any Committed Loans to, or continue any Committed Loans for an additional Interest Period as, Euro-Dollar Loans if (i) the aggregate principal amount of any Group of Euro-Dollar Loans created or continued as a result of such election would be less than $10,000,000 or (ii) a Default shall have occurred and be continuing when the Borrower delivers notice of such election to the Administrative Agent. (e) If any Committed Loan is converted to a different Type of Loan, the Borrower shall pay, on the date of such conversion, the interest accrued to such date on the principal amount being converted.

Method of Electing Interest Rates. (a) The Loans included in each Committed Borrowing shall bear interest initially at the type of rate specified by the Borrower in the applicable Notice of Committed Borrowing. Thereafter, the Borrower may from time to time elect to change or continue the type of interest rate borne by each Group of Term Loans and Revolving Credit Loans (subject in each case to Section 2.08(d) and the provisions of Article 8)8 and the last sentence of this subsection (a)), as follows: (i) if such Loans are Base Rate Loans, the Borrower may elect to convert such Loans to Euro-Dollar Loans as of any Euro-Dollar Business Day;; and (ii) if such Loans are Euro-Dollar Loans, the Borrower may elect to convert such Loans to Base Rate Loans as of any Domestic Business Day, subject to Section 2.14 if any such conversion is effective on any day other than the last day of an Interest Period applicable to such Loans, or may elect to continue such Loans as Euro-Dollar Loans, as of the end of any Interest Period applicable thereto, Loans for an additional Interest Period, in either case as of the last day of the then current Interest Period applicable to such Loans; provided, however, that Borrower shall not be entitled to make any such election that, if made, would result in more than ten Euro-Dollar Borrowings outstanding hereunder at any time. Each such election shall be made by delivering a notice (a “Notice of Interest Rate Election”"NOTICE OF INTEREST RATE ELECTION") to the Administrative Agent not later than 10:30 11:00 A.M. (New York City time) on the third Euro-Dollar Business Day before the conversion or continuation selected in such notice is to be effective. A Notice of Interest Rate Election may, if it so specifies, apply to only a portion of the aggregate principal amount of the relevant Group of Loans; provided that (i) such portion is allocated ratably among the Loans comprising such Group and (ii) the portion to which such portionNotice of Interest Rate Election applies, and the remaining portion to which such Notice it does not apply, are each at least $10,000,000 (unless such portion is comprised 5,000,000 or any larger multiple of Base Rate Loans)$1,000,000. If no such notice Notice of Interest Rate Election is timely received before prior to the end of an Interest Period for any Group of Euro-Dollar LoansPeriod, the Borrower shall be deemed to have elected that all Loans having such Group of Loans Interest Period be converted to Base Rate Loans Loans. Notwithstanding the foregoing, the Borrower may not elect to convert any Loan to, or continue any Loan as, a Euro-Dollar Loan pursuant to any Notice of Interest Rate Election if at the end time such Notice of such Interest PeriodRate Election is delivered a Default shall have occurred and be continuing. (b) Each Notice of Interest Rate Election shall specify: (i) the Group of Loans (or portion thereof) to which such notice applies; (ii) the date on which the conversion or continuation selected in such notice is to be effective, which shall comply with the applicable clause of Section 2.08(a)subsection (a) above; (iii) if the Loans comprising such Group are to be converted, the new Type of Loans and, if such Loans are being converted to Euro-Dollar Loans, the duration of the next succeeding Interest Period applicable thereto; and (iv) if such Loans are to be continued as Euro-Dollar Loans for an additional Interest Period, the duration of such additional Interest Period. Each Interest Period specified in a Notice of Interest Rate Election shall comply with the provisions of the definition of Interest Period. (c) Promptly after receiving Upon receipt of a Notice of Interest Rate Election from the Borrower pursuant to Section 2.08(a)subsection (a) above, the Administrative Agent shall promptly notify each Bank Lender of the contents thereof and such notice shall not thereafter be revocable by the Borrower. (d) The An election by the Borrower shall not be entitled to elect to convert any Committed Loans to, change or continue any Committed Loans for an additional Interest Period as, Euro-Dollar Loans if (i) the aggregate principal amount rate of interest applicable to any Group of Euro-Dollar Loans created or continued as pursuant to this Section 2.08 shall not constitute a result of such election would be less than $10,000,000 or (ii) a Default shall have occurred and be continuing when the Borrower delivers notice of such election "Borrowing" subject to the Administrative Agentprovisions of Section 3.02. (e) If any Committed Loan is converted to a different Type of Loan, the Borrower shall pay, on the date of such conversion, the interest accrued to such date on the principal amount being converted.

Method of Electing Interest Rates. (a) The Loans included in each Committed Borrowing shall bear interest initially at the type of rate specified by the Borrower in the applicable Notice of Committed Borrowing. Thereafter, the Borrower may from time to time elect to change or continue the type of interest rate borne by each Group of Loans (subject in each case to Section 2.08(d) and the provisions of Article 8)VIII), as follows: (i) if such Loans are Base Rate Loans, the Borrower may elect to convert all or any portion of such Loans to Euro-Dollar Loans as of any Euro-Dollar Business Day; (ii) if such Loans are Euro-Dollar Loans, the Borrower may elect to convert all or any portion of such Loans to Base Rate Loans and/or elect to continue all or any portion of such Loans as of any Domestic Business DayEuro-Dollar Loans for an additional Interest Period or additional Interest Periods, subject to Section 2.14 if any such conversion is in each case effective on any day other than the last day of an the then current Interest Period applicable to such Loans, or may elect on such other date designated by Borrower in the Notice of Interest Rate Election provided Borrower shall pay any losses pursuant to continue such Loans as Euro-Dollar Loans, as of the end of any Interest Period applicable thereto, for an additional Interest PeriodSection 2.13. Each such election shall be made by delivering a notice (a “"Notice of Interest Rate Election”") to the Administrative Agent not later than 10:30 A.M. on or before 11:00 a.m. Pittsburgh time at least three (New York City time3) on the third Euro-Dollar Business Day Days before the conversion or continuation selected in such notice is to be effective. A Notice of Interest Rate Election may, if it so specifies, apply to only a portion of the aggregate principal amount of the relevant Group of Loans; provided that (i) such portion is allocated ratably among the Loans comprising such Group and Group, (ii) the portion to which such portionNotice of Interest Rate Election applies, and the remaining portion to which such Notice it does not apply, are each at least $10,000,000 1,000,000 or any larger multiple of $100,000, (unless such portion is comprised of Base Rate Loans). If iii) there shall be no such notice is timely received before the end of an Interest Period for any Group of more than ten (10) Euro-Dollar Loans, the Borrower shall be deemed to have elected that such Group Groups of Loans outstanding at any time, (iv) no Committed Loan may be continued as, or converted to Base Rate Loans at into, a Euro-Dollar Loan when any Default or Event of Default has occurred and is continuing, and (v) no Interest Period shall extend beyond the end of such Interest PeriodMaturity Date. (b) Each Notice of Interest Rate Election shall specify: (i) the Group of Loans (or portion thereof) to which such notice applies; (ii) the date on which the conversion or continuation selected in such notice is to be effective, which shall comply with the applicable clause of Section 2.08(a)subsection (a) above; (iii) if the Loans comprising such Group are to be converted to converted, the new type of Loans and, if such new Loans are Euro-Dollar Loans, the duration of the next succeeding initial Interest Period applicable thereto; and (iv) if such Loans are to be continued as Euro-Dollar Loans for an additional Interest Period, the duration of such additional Interest Period. Each Interest Period specified in a Notice of Interest Rate Election shall comply with the provisions of the definition of Interest Period. (c) Promptly after receiving Upon receipt of a Notice of Interest Rate Election from the Borrower pursuant to Section 2.08(a)subsection (a) above, the Administrative Agent shall notify each Bank the same day as it receives such Notice of Interest Rate Election of the contents thereof thereof, and the Interest Periods (if different from those requested by the Borrower) and such notice shall not thereafter be revocable by the Borrower. If the Borrower fails to deliver a timely Notice of Interest Rate Election to the Administrative Agent for any Euro-Dollar Group of Loans, such Euro-Dollar Group of Loans shall be converted into Base Rate Loans on the last day of the then current Interest Period applicable thereto. (d) The Borrower shall not be entitled to elect to convert any Committed Loans to, or continue any Committed Loans for an additional Interest Period as, Euro-Dollar Loans if (i) the aggregate principal amount of any Group of Euro-Dollar Loans created or continued as a result of such election would be less than $10,000,000 or (ii) a Default shall have occurred and be continuing when the Borrower delivers notice of such election to the Administrative Agent. (e) If any Committed Loan is converted to a different Type of Loan, the Borrower shall payfail to pay any principal of or interest on any Money Market Loan when due, such Money Market Loan shall bear interest, payable on demand, for each day until paid at a rate per annum equal to the date Base Rate until such failure shall become an Event of Default and thereafter at a rate per annum equal to the sum of 4% plus the Base Rate for such conversion, day (the interest accrued to such date on the principal amount being converted"Default Rate").

Method of Electing Interest Rates. (a) The Loans included in each Committed Borrowing shall bear interest initially at the type of rate specified by the Borrower Company in the applicable Notice of Committed Borrowing. Thereafter, the Borrower Company may from time to time elect to change or continue the type of interest rate borne by each Group of Loans (subject in each case to Section 2.08(d) and the provisions of Article 8)8) , as follows: : (i) if such Loans are Base Rate Loans, the Borrower Company may elect to convert such Loans to Euro-Dollar Loans as of any Euro-Dollar Euro- Currency Business Day; , or (ii) if such Loans are Euro-Dollar Loans, the Borrower Company may elect to convert such Loans to Base Rate Loans as of any Domestic Business Day, subject to Section 2.14 if any such conversion is effective on any day other than the last day of an Interest Period applicable to such Loans, or may elect to continue such Loans as Euro-Dollar Loans, as of the end of any Interest Period applicable thereto, Loans for an additional Interest Period, in each case effective on the last day of the then current Interest Period applicable to such Loans. Each such election shall be made by delivering a notice (a “"Notice of Interest Rate Election”") to the Administrative Agent not later than 10:30 A.M. (New York City time) on the third at least three Euro-Dollar Currency Business Day Days before the conversion or continuation selected in such notice is to be effective. A Notice of Interest Rate Election may, if it so specifies, apply to only a portion of the aggregate principal amount of the relevant Group of Loans; provided that (i) such portion is allocated ratably among the Loans comprising such Group and (ii) the portion to which such portionNotice applies, and the remaining portion to which such Notice it does not apply, are each at least $10,000,000 (unless such portion is comprised 25,000,000 or C$25,000,000 or any larger multiple of Base Rate Loans). If no such notice is timely received before $5,000,000 or C$5,000,000, as the end of an Interest Period for any Group of Euro-Dollar Loans, the Borrower shall be deemed to have elected that such Group of Loans be converted to Base Rate Loans at the end of such Interest Period. (b) Each Notice of Interest Rate Election shall specify: (i) the Group of Loans (or portion thereof) to which such notice applies; (ii) the date on which the conversion or continuation selected in such notice is to be effective, which shall comply with the applicable clause of Section 2.08(a); (iii) if the Loans comprising such Group are to be converted to Euro-Dollar Loans, the duration of the next succeeding Interest Period applicable thereto; and (iv) if such Loans are to be continued as Euro-Dollar Loans for an additional Interest Period, the duration of such additional Interest Period. Each Interest Period specified in a Notice of Interest Rate Election shall comply with the provisions of the definition of Interest Periodcase may be. (c) Promptly after receiving Upon receipt of a Notice of Interest Rate Election from the Borrower Company pursuant to Section 2.08(a)subsection (a) above, the Administrative Agent shall promptly notify each Bank of the contents thereof and such notice shall not thereafter be revocable by the Borrower. (d) The Borrower shall not be entitled Company. If the Company fails to elect deliver a timely Notice of Interest Rate Election to convert any Committed Loans to, or continue any Committed Loans the Agent for an additional Interest Period as, Euro-Dollar Loans if (i) the aggregate principal amount of any Group of Euro-Dollar Loans, such Loans created or continued as a result of such election would shall be less than $10,000,000 or (ii) a Default shall have occurred and be continuing when the Borrower delivers notice of such election to the Administrative Agent. (e) If any Committed Loan is converted to a different Type of Loan, the Borrower shall pay, into Base Rate Loans on the date last day of such conversion, the interest accrued to such date on the principal amount being convertedthen current Interest Period applicable thereto.

Method of Electing Interest Rates. (a) The Loans included in each Committed Borrowing shall bear interest initially at the type of rate specified by the Borrower in the applicable Notice of Committed Borrowing. Thereafter, the Borrower may from time to time elect to change or continue the type of interest rate borne by each Group of Loans (subject in each case to Section 2.08(d) and the provisions of Article 8)8 and the last sentence of this subsection(a)), as follows: (i) if such Loans are Base Rate Loans, the Borrower may elect to convert such Loans to Euro-Dollar Loans as of any Euro-Dollar Business Day;Day and (ii) if such Loans are Euro-Dollar Loans, the Borrower may elect to convert such Loans to Base Rate Loans or elect to continue such Loans as of any Domestic Business DayEuro-Dollar Loans for an additional Interest Period, subject to Section 2.14 if in the case of any such conversion is or continuation effective on any day other than the last day of an the then current Interest Period applicable to such Loans, or may elect to continue such Loans as Euro-Dollar Loans, as of the end of any Interest Period applicable thereto, for an additional Interest Period. Each such election shall be made by delivering a notice (a “"Notice of Interest Rate Election”") to the Administrative Agent not later than 10:30 A.M. 12:00 noon. (New York City time) on the third Euro-Dollar Business Day before the conversion or continuation selected in such notice is to be effective. A Notice of Interest Rate Election may, if it so specifies, apply to only a portion of the aggregate principal amount of the relevant Group of Loans; provided that (i) such portion is allocated ratably among the Loans comprising such Group and (ii) the portion to which such portionNotice applies, and the remaining portion to which such Notice it does not apply, are each at least $10,000,000 (unless such portion is comprised 5,000,000 or any larger multiple of Base Rate Loans)$1,000,000. If no such notice is timely received before prior to the end of an Interest Period for any Group of Euro-Dollar LoansPeriod, the Borrower shall be deemed to have elected that all Loans having such Group of Loans Interest Period be converted to Base Rate Loans at the end of such Interest Period. (b) Each Notice of Interest Rate Election shall specify: (i) the Group of Loans (or portion thereof) to which such notice applies; (ii) the date on which the conversion or continuation selected in such notice is to be effective, which shall comply with the applicable clause of Section 2.08(a)subsection (a) above; (iii) if the Loans comprising such Group are to be converted, the new type of Loans and, if the Loans being converted are to be Euro-Dollar Loans, the duration of the next succeeding Interest Period applicable thereto; and (iv) if such Loans are to be continued as Euro-Dollar Loans for an additional Interest Period, the duration of such additional Interest Period. Each Interest Period specified in a Notice of Interest Rate Election shall comply with the provisions of the definition of Interest Period. (c) Promptly after receiving Upon receipt of a Notice of Interest Rate Election from the Borrower pursuant to Section 2.08(a)subsection (a) above, the Administrative Agent shall promptly notify each Bank of the contents thereof and such notice shall not thereafter be revocable by the Borrower. (d) The An election by the Borrower shall not be entitled to elect to convert any Committed Loans to, change or continue any Committed Loans for an additional Interest Period as, Euro-Dollar Loans if (i) the aggregate principal amount rate of interest applicable to any Group of Euro-Dollar Loans created or continued as pursuant to this Section shall not constitute a result of such election would be less than $10,000,000 or (ii) a Default shall have occurred and be continuing when the Borrower delivers notice of such election "Borrowing" subject to the Administrative Agentprovisions of Section 3.02. (e) If any Committed Loan is converted to a different Type of Loan, the Borrower shall pay, on the date of such conversion, the interest accrued to such date on the principal amount being converted.

Method of Electing Interest Rates. (a) The Loans included in each Committed Borrowing shall bear interest initially at the type of rate specified by the Borrower in the applicable Notice of Committed Borrowing. Thereafter, the Borrower may from time to time elect to change or continue the type of interest rate borne by each Group of Loans (subject in each case to Section 2.08(d) and the provisions of Article 8)8 and the last sentence of this subsection (a)), as follows: (i) if such Loans are Base Rate Loans, the Borrower may elect to convert such Loans to Euro-Dollar Loans as of any Euro-Dollar Business Day;; and (ii) if such Loans are Euro-Dollar Loans, the Borrower may elect to convert such Loans to Base Rate Loans or elect to continue such Loans as of any Domestic Business DayEuro-Dollar Loans for an additional Interest Period, subject to Section 2.14 if in the case of any such conversion is or continuation effective on any day other than the last day of an the then current Interest Period applicable to such Loans, or may elect to continue such Loans as Euro-Dollar Loans, as of the end of any Interest Period applicable thereto, for an additional Interest Period. Each such election shall be made by delivering a notice (a “Notice of Interest Rate Election”"NOTICE OF INTEREST RATE ELECTION") to the Administrative Agent not later than 10:30 A.M. (New York City time) on the third Euro-Dollar Business Day before the conversion or continuation selected in such notice is to be effective. A Notice of Interest Rate Election may, if it so specifies, apply to only a portion of the aggregate principal amount of the relevant Group of Loans; , provided that (i) such portion is allocated ratably among the Loans comprising such Group and (ii) the portion to which such portionnotice applies, and the remaining portion to which such Notice it does not apply, are each at least $10,000,000 (unless such portion is comprised or any larger multiple of Base Rate Loans). If no such notice is timely received before the end of an Interest Period for any Group of Euro-Dollar Loans, the Borrower shall be deemed to have elected that such Group of Loans be converted to Base Rate Loans at the end of such Interest Period$1,000,000. (b) Each Notice of Interest Rate Election shall specify: (i) the Group of Loans (or portion thereof) to which such notice applies; (ii) the date on which the conversion or continuation selected in such notice is to be effective, which shall comply with the applicable clause of Section 2.08(a)subsection 2.10(a) above; (iii) if the Loans comprising such Group are to be converted, the new type of Loans and, if the Loans being converted are to Euro-Dollar be Fixed Rate Loans, the duration of the next succeeding Interest Period applicable thereto; and (iv) if such Loans are to be continued as Euro-Dollar Loans for an additional Interest Period, the duration of such additional Interest Period. Each Interest Period specified in a Notice of Interest Rate Election shall comply with the provisions of the definition of Interest Periodthe term "INTEREST PERIOD". (c) Promptly after receiving a Notice of Interest Rate Election from the Borrower pursuant to Section 2.08(a)subsection 2.10(a) above, the Administrative Agent shall notify each Bank of the contents thereof and such notice shall not thereafter be revocable by the Borrower. If no Notice of Interest Rate Election is timely received prior to the end of an Interest Period for any Group of Loans, the Borrower shall be deemed to have elected that such Group of Loans be converted to Base Rate Loans as of the last day of such Interest Period. (d) The An election by the Borrower shall not be entitled to elect to convert any Committed Loans to, change or continue any Committed Loans for an additional Interest Period as, Euro-Dollar Loans if (i) the aggregate principal amount rate of interest applicable to any Group of Euro-Dollar Loans created or continued as pursuant to this Section shall not constitute a result of such election would be less than $10,000,000 or (ii) a Default shall have occurred and be continuing when the Borrower delivers notice of such election "BORROWING" subject to the Administrative Agentprovisions of Section 3.02. (e) If any Committed Loan is converted to a different Type of Loan, the Borrower shall pay, on the date of such conversion, the interest accrued to such date on the principal amount being converted.

Method of Electing Interest Rates. (a) The Loans included in each Committed Borrowing shall bear interest initially at the type of rate specified by the Borrower in the applicable Notice of Committed Borrowing. Thereafter, the Borrower may from time to time elect to change or continue the type of interest rate borne by each Group of Loans (subject in each case to Section 2.08(d) and the provisions of Article 8)8 and the last sentence of this subsection (a)), as follows: (i) if such Loans are Base Rate Loans, the Borrower may elect to convert such Loans to Euro-Dollar Loans as of any Euro-Dollar Business Day;; and (ii) if such Loans are Euro-Dollar Loans, the Borrower may elect to convert such Loans to Base Rate Loans or elect to continue such Loans as of any Domestic Business DayEuro-Dollar Loans for an additional Interest Period, subject to Section 2.14 if in the case of any such conversion is or continuation effective on any day other than the last day of an the then current Interest Period applicable to such Loans, or may elect to continue such Loans as Euro-Dollar Loans, as of the end of any Interest Period applicable thereto, for an additional Interest Period. Each such election shall be made by delivering a notice (a “"Notice of Interest Rate Election”") to the Administrative Agent not later than 10:30 11:00 A.M. (New York City time) on the third Euro-Dollar Business Day before the conversion or continuation selected in such notice is to be effective. A Notice of Interest Rate Election may, if it so specifies, apply to only a portion of the aggregate principal amount of the relevant Group of Loans; , provided that (i) such portion is allocated ratably among the Loans comprising such Group and (ii) the portion to which such portionnotice applies, and the remaining portion to which such Notice it does not apply, are each at least $10,000,000 (unless such portion is comprised or any larger multiple of Base Rate Loans). If no such notice is timely received before the end of an Interest Period for any Group of Euro-Dollar Loans, the Borrower shall be deemed to have elected that such Group of Loans be converted to Base Rate Loans at the end of such Interest Period$1,000,000. (b) Each Notice of Interest Rate Election shall specify: (i) the Group of Loans (or portion thereof) to which such notice applies; (ii) the date on which the conversion or continuation selected in such notice is to be effective, which shall comply with the applicable clause of Section 2.08(a)subsection 2.10(a) above; (iii) if the Loans comprising such Group are to be converted, the new type of Loans and, if the Loans being converted are to Euro-Dollar be Fixed Rate Loans, the duration of the next succeeding Interest Period applicable thereto; and (iv) if such Loans are to be continued as Euro-Dollar Loans for an additional Interest Period, the duration of such additional Interest Period. Each Interest Period specified in a Notice of Interest Rate Election shall comply with the provisions of the definition of the term "Interest Period". (c) Promptly after receiving a Notice of Interest Rate Election from the Borrower pursuant to Section 2.08(a)subsection 2.10(a) above, the Administrative Agent shall notify each Bank of the contents thereof and such notice shall not thereafter be revocable by the Borrower. If no Notice of Interest Rate Election is timely received prior to the end of an Interest Period for any Group of Loans, the Borrower shall be deemed to have elected that such Group of Loans be converted to Base Rate Loans as of the last day of such Interest Period. (d) The An election by the Borrower shall not be entitled to elect to convert any Committed Loans to, change or continue any Committed Loans for an additional Interest Period as, Euro-Dollar Loans if (i) the aggregate principal amount rate of interest applicable to any Group of Euro-Dollar Loans created or continued as pursuant to this Section shall not constitute a result of such election would be less than $10,000,000 or (ii) a Default shall have occurred and be continuing when the Borrower delivers notice of such election "Borrowing" subject to the Administrative Agentprovisions of Section 3.02. (e) If any Committed Loan is converted to a different Type of Loan, the Borrower shall pay, on the date of such conversion, the interest accrued to such date on the principal amount being converted.

Method of Electing Interest Rates. (a) The Loans included in each Committed Borrowing shall bear interest initially at the type of rate specified by the Borrower in the applicable Notice of Committed Borrowing. Thereafter, the Borrower may from time to time elect to change or continue the type of interest rate borne by each Group of Loans (subject in each case to Section 2.08(d) and the provisions of Article 8)8 and the last sentence of this subsection (a)), as follows: (i) if such Loans are Base Rate Loans, the Borrower may elect to convert such Loans to Euro-Dollar Loans as of any Euro-Dollar Business Day;Day and (ii) if such Loans are Euro-Dollar Loans, the Borrower may elect to convert such Loans to Base Rate Loans or elect to continue such Loans as of any Domestic Business DayEuro-Dollar Loans for an additional Interest Period, subject to Section 2.14 if 2.12 in the case of any such conversion is or continuation effective on any day other than the last day of an the then current Interest Period applicable to such Loans, or may elect to continue such Loans as Euro-Dollar Loans, as of the end of any Interest Period applicable thereto, for an additional Interest Period. Each such election shall be made by delivering a notice (a “"Notice of Interest Rate Election”") to the Administrative Agent not later than 10:30 11:00 A.M. (New York City time) on the third Euro-Dollar Business Day before the conversion or continuation selected in such notice is to be effective. A Notice of Interest Rate Election may, if it so specifies, apply to only a portion of the aggregate principal amount of the relevant Group of Loans; provided that (i) such portion is allocated ratably among the Loans comprising such Group and (ii) the portion to which such portionNotice applies, and the remaining portion to which such Notice it does not apply, are each at least $10,000,000 (unless such portion is comprised 15,000,000 or any larger multiple of Base Rate Loans)$1,000,000. If no such notice is timely received before prior to the end of an Interest Period for any Group of Euro-Dollar LoansPeriod, the Borrower shall be deemed to have elected that all Loans having such Group of Loans Interest Period be converted to Base Rate Loans at the end of such Interest Period. (b) Each Notice of Interest Rate Election shall specify: (i) the Group of Loans (or portion thereof) to which such notice applies; (ii) the date on which the conversion or continuation selected in such notice is to be effective, which shall comply with the applicable clause of Section 2.08(a)subsection (a) above; (iii) if the Loans comprising such Group are to be converted, the new type of Loans and, if the Loans being converted are to be Euro-Dollar Loans, the duration of the next succeeding Interest Period applicable thereto; and (iv) if such Loans are to be continued as Euro-Dollar Loans for an additional Interest Period, the duration of such additional Interest Period. Each Interest Period specified in a Notice of Interest Rate Election shall comply with the provisions of the definition of Interest Period. (c) Promptly after receiving Upon receipt of a Notice of Interest Rate Election from the Borrower pursuant to Section 2.08(a)subsection (a) above, the Administrative Agent shall promptly notify each Bank of the contents thereof and such notice shall not thereafter be revocable by the Borrower. (d) The An election by the Borrower shall not be entitled to elect to convert any Committed Loans to, change or continue any Committed Loans for an additional Interest Period as, Euro-Dollar Loans if (i) the aggregate principal amount rate of interest applicable to any Group of Euro-Dollar Loans created or continued as pursuant to this Section shall not constitute a result of such election would be less than $10,000,000 or (ii) a Default shall have occurred and be continuing when the Borrower delivers notice of such election "Borrowing" subject to the Administrative Agentprovisions of Section 3.02. (e) If any Committed Loan is converted to a different Type of Loan, the Borrower shall pay, on the date of such conversion, the interest accrued to such date on the principal amount being converted.

Method of Electing Interest Rates. (a) The Loans included in each Committed Borrowing shall bear interest initially at the type of rate specified by the Borrower or Qualified Borrower, as the case may be, in the applicable Notice of Committed BorrowingBorrowing or as otherwise provided in Section 2.3 with respect to Mandatory Borrowings. Thereafter, the Borrower or the applicable Qualified Borrower (or the Borrower on behalf of the applicable Qualified Borrower) may from time to time elect to change or continue the type of interest rate borne by each Group of Loans (subject in each case to Section 2.08(d) and the provisions of Article 8)VIII), as follows: (i) if such Loans are Base Rate Loans, the Borrower may elect to convert all or any portion of such Loans to Euro-Dollar Loans as of any Euro-Dollar Business Day; (ii) if such Loans are Euro-Dollar Loans, the Borrower or the applicable Qualified Borrower (or the Borrower on behalf of the applicable Qualified Borrower) may elect to convert all or any portion of such Loans to Base Rate Loans and/or elect to continue all or any portion of such Loans as of any Domestic Business DayEuro-Dollar Loans for an additional Interest Period or additional Interest Periods, subject to Section 2.14 if any such conversion is in each case effective on any day other than the last day of an the then current Interest Period applicable to such Loans, or may elect to continue on such Loans as Euro-Dollar Loans, as other date designated by Borrower or the applicable Qualified Borrower (or the Borrower on behalf of the end applicable Qualified Borrower) in the Notice of Interest Rate Election provided Borrower or the applicable Qualified Borrower (or the Borrower on behalf of the applicable Qualified Borrower) shall pay any Interest Period applicable thereto, for an additional Interest Periodlosses pursuant to Section 2.14. Each such election shall be made by delivering a notice (a “Notice of Interest Rate Election”) to the Administrative Agent not later than 10:30 A.M. at least three (New York City time3) on the third Euro-Dollar Business Day before Days prior to, but excluding, the effective date of the conversion or continuation selected in such notice is to be effectivenotice. A Notice of Interest Rate Election may, if it so specifies, apply to only a portion of the aggregate principal amount of the relevant Group of Loans; provided that (i) such portion is allocated ratably among the Loans comprising such Group and Group, (ii) the portion to which such portionNotice applies, and the remaining portion to which such Notice it does not apply, are each at least the Dollar Equivalent Amount of $10,000,000 5,000,000 (unless such portion is comprised or, with respect to Loans denominated in an Alternate Currency only, the Dollar Equivalent Amount of Base Rate Loans). If $3,000,000) or any larger multiple of the Dollar Equivalent Amount of $1,000,000, (iii) there shall be no such notice is timely received before the end of an Interest Period for any Group of more than fifteen (15) Euro-Dollar Loans, the Borrower shall be deemed to have elected that such Group Groups of Loans outstanding at any time, (iv) no Committed Loan may be continued as, or converted to Base Rate Loans at into, a Euro-Dollar Loan when any Event of Default has occurred and is continuing, and (v) no Interest Period shall extend beyond the end of such Interest PeriodMaturity Date. (b) Each Notice of Interest Rate Election shall specify: (i) the Group of Loans (or portion thereof) to which such notice applies; (ii) the date on which the conversion or continuation selected in such notice is to be effective, which shall comply with the applicable clause of Section 2.08(a)subsection (a) above; (iii) if the Loans comprising such Group are to be converted to converted, the new type of Loans and, if such new Loans are Euro-Dollar Loans, the duration of the next succeeding initial Interest Period applicable thereto; and (iv) if such Loans are to be continued as Euro-Dollar Loans for an additional Interest Period, the duration of such additional Interest Period. Each Interest Period specified in a Notice of Interest Rate Election shall comply with the provisions of the definition of Interest Period. (c) Promptly after receiving Upon receipt of a Notice of Interest Rate Election from the Borrower or Qualified Borrower pursuant to Section 2.08(a)subsection (a) above, the Administrative Agent shall notify each Bank the same day as it receives such Notice of Interest Rate Election of the contents thereof thereof, the interest rates determined pursuant thereto and the Interest Periods (if different from those requested by the Borrower or Qualified Borrower) and such notice shall not thereafter be revocable by the Borrower or Qualified Borrower. (d) The . If the Borrower shall not be entitled or Qualified Borrower fails to elect deliver a timely Notice of Interest Rate Election to convert any Committed Loans to, or continue any Committed Loans the Administrative Agent for an additional Interest Period as, Euro-Dollar Loans if (i) the aggregate principal amount of any Group of Euro-Dollar Loans, such Loans created in Dollars shall be converted into Base Rate Loans, and Borrower or continued as a result of such election would be less than $10,000,000 or (ii) a Default shall have occurred and be continuing when the Borrower delivers notice of such election to the Administrative Agent. (e) If any Committed Loan is converted to a different Type of Loan, the applicable Qualified Borrower shall payrepay such Loans in Alternate Currencies, on the date last day of such conversion, the interest accrued to such date on the principal amount being convertedthen current Interest Period applicable thereto.

Method of Electing Interest Rates. (a) The Loans included in each Committed Borrowing shall bear interest initially at the type of rate specified by the Borrower in the applicable Notice of Committed Borrowing. Thereafter, the Borrower may from time to time elect to change or continue the type of interest rate borne by each Group of Loans (subject in each case to Section 2.08(d) and the provisions of Article 8), as follows: (i) if such Loans are Base Rate Domestic Loans, the Borrower may elect to convert such Loans to Euro-Dollar Loans as of any Euro-Dollar Business Day;; and (ii) if such Loans are Euro-Dollar Loans, the Borrower may elect to convert such Loans to Base Rate Domestic Loans as of any Domestic Business Day, subject to Section 2.14 if any such conversion is effective on any day other than the last day of an Interest Period applicable to such Loans, or may elect to continue such Loans as Euro-Dollar Loans, as of the end of any Interest Period applicable thereto, Loans for an additional Interest Period, in each case effective on the last day of the then current Interest Period applicable to such Loans. Each such election shall be made by delivering a notice (a “Notice of Interest Rate Election”) to the Administrative Agent not later than 10:30 A.M. (New York City time) on the third at least three Euro-Dollar Business Day Days (or, if the Borrower wishes to request an Interest Period of twelve months, four Euro-Dollar Business Days, subject to the notice and consent conditions set forth in Section 2.02) before the conversion or continuation selected in such notice is to be effective. A Notice of Interest Rate Election may, if it so specifies, apply to only a portion of the aggregate principal amount of the relevant Group of Loans; provided that (i) such portion is allocated ratably among the Loans comprising such Group and (ii) the portion to which such portionNotice applies, and the remaining portion to which such Notice it does not apply, are each at least $10,000,000 (unless such portion is comprised 25,000,000 or any larger multiple of Base Rate Loans). If no such notice is timely received before the end of an Interest Period for any Group of Euro-Dollar Loans, the Borrower shall be deemed to have elected that such Group of Loans be converted to Base Rate Loans at the end of such Interest Period$5,000,000. (b) Each Notice of Interest Rate Election shall specify: (i) the Group of Loans (or portion thereof) to which such notice applies; (ii) the date on which the conversion or continuation selected in such notice is to be effective, which shall comply with the applicable clause of Section 2.08(a)subsection (a) above; (iii) if the Loans comprising such Group are to be converted to converted, the new type of Loans and, if such new Loans are Euro-Dollar Loans, the duration of the next succeeding initial Interest Period applicable thereto; and (iv) if such Loans are to be continued as Euro-Dollar Loans for an additional Interest Period, the duration of such additional Interest Period. Each Interest Period specified in a Notice of Interest Rate Election shall comply with the provisions of the definition of Interest Period. (c) Promptly after receiving Upon receipt of a Notice of Interest Rate Election from the Borrower pursuant to Section 2.08(a)subsection (a) above, the Administrative Agent shall promptly notify each Bank Lender of the contents thereof and such notice shall not thereafter be revocable by the Borrower. (d) The . If the Borrower shall not be entitled fails to elect deliver a timely Notice of Interest Rate Election to convert any Committed Loans to, or continue any Committed Loans the Administrative Agent for an additional Interest Period as, Euro-Dollar Loans if (i) the aggregate principal amount of any Group of Euro-Dollar Loans, such Loans created or continued as a result of such election would shall be less than $10,000,000 or (ii) a Default shall have occurred and be continuing when the Borrower delivers notice of such election to the Administrative Agent. (e) If any Committed Loan is converted to a different Type of Loan, the Borrower shall pay, into Domestic Loans on the date last day of such conversion, the interest accrued to such date on the principal amount being convertedthen current Interest Period applicable thereto.

Method of Electing Interest Rates. (a) The Loans included in each Committed Borrowing shall bear interest initially at the type of rate specified by the applicable Borrower in the applicable Notice of Committed Borrowing. Thereafter, the each Borrower may from time to time elect to change or continue the type of interest rate borne by each Group of Loans (subject in each case to Section 2.08(d) and the provisions of Article 8)VIII) made to such Borrower, as follows: (i) if such Loans are Base Rate Loans, the applicable Borrower may elect to convert all or any portion of such Loans to Euro-Dollar Yen LIBOR Loans as of any Euro-Dollar Business Day; (ii) if such Loans are Euro-Dollar Yen LIBOR Loans, the applicable Borrower may elect to convert all or any portion of such Loans to Base Rate Loans and/or elect to continue all or any portion of such Loans as of any Domestic Business DayYen LIBOR Loans for an additional Interest Period or additional Interest Periods, subject to Section 2.14 if any such conversion is in each case effective on any day other than the last day of an the then current Interest Period applicable to such Loans, or may elect on such other date designated by the applicable Borrower in the Notice of Interest Rate Election, provided such Borrower shall pay any losses pursuant to continue such Loans as Euro-Dollar Loans, as of the end of any Interest Period applicable thereto, for an additional Interest PeriodSection 2.11. Each such election shall be made by delivering a notice (a “Notice of Interest Rate Election”) to the Administrative Agent not later than 10:30 A.M. (New York City time) on at least four Business Days prior to, but excluding, the third Euro-Dollar Business Day before effective date of the conversion or continuation selected in such notice is to be effectivenotice. A Notice of Interest Rate Election may, if it so specifies, apply to only a portion of the aggregate principal amount of the relevant Group of Loans; provided that (i) such portion is allocated ratably among the Loans comprising such Group and of Loans, (ii) the portion to which such portionNotice of Interest Rate Election applies, and the remaining portion to which such Notice it does not apply, are each at least $10,000,000 JPY 30,000,000 or a higher integral multiple of JPY 1,000,000, and (unless iii) no Committed Loan may be continued as, or converted into, a Yen LIBOR Loan when any Guarantor Event of Default has occurred and is continuing or when any Borrower Event of Default has occurred and is continuing with respect to the Borrower delivering such portion Notice of Interest Rate Election; provided, further, that if any Lender has previously advised Administrative Agent and Borrower that it is comprised of unable to make a Base Rate Loans). If no Loan and such notice has not been withdrawn, the applicable Borrower shall be deemed to have continued any Committed Loan that is a Yen LIBOR Loan as a Yen LIBOR Loan and, unless the applicable Borrower timely received before the end of elects an Interest Period, shall be deemed to have elected an Interest Period for any Group of Euro-Dollar Loansseven days (provided if such Interest Period is not available from all Lenders, the such Borrower shall be deemed to have elected that such Group an Interest Period of Loans be converted to Base Rate Loans at the end of such Interest Periodone month). (b) Each Notice of Interest Rate Election shall specify: (i) the Group of Loans (or portion thereof) to which such notice applies; (ii) the date on which the conversion or continuation selected in such notice is to be effective, which shall comply with the applicable clause of Section 2.08(a)subsection (a) above; (iii) if the Loans comprising such Group of Loans are to be converted to Euro-Dollar converted, the new type of Loans and, if such new Loans are Yen LIBOR Loans, the duration of the next succeeding initial Interest Period applicable thereto; and (iv) if such Loans are to be continued as Euro-Dollar Yen LIBOR Loans for an additional Interest Period, the duration of such additional Interest Period. Each Interest Period specified in a Notice of Interest Rate Election shall comply with the provisions of the definition of Interest Period. (c) Promptly after receiving Upon receipt of a Notice of Interest Rate Election from the any Borrower pursuant to Section 2.08(a)subsection (a) above, the Administrative Agent shall notify each Bank Lender the same day as it receives such Notice of Interest Rate Election of the contents thereof thereof, the interest rates determined pursuant thereto and the Interest Periods (if different from those requested by such Borrower) and such notice shall not thereafter be revocable by such Borrower. If the Borrowerapplicable Borrower fails to deliver a timely Notice of Interest Rate Election to Administrative Agent for any Yen LIBOR Group of Loans, such Loans shall be converted into Base Rate Loans, and such Borrower shall be deemed to have made a Base Rate Borrowing in the amount of such Yen LIBOR Group of Loans (for which such Borrower shall be deemed to have timely given a Notice of Borrowing pursuant to Section 2.2 and all other conditions to such Borrowing shall be deemed waived or satisfied) and the proceeds of such Borrowing shall be deemed to have been used to repay such Yen LIBOR Group of Loans on the last day of the then current Interest Period applicable thereto. (d) The Notwithstanding anything to the contrary contained herein, if any Lender has previously advised Administrative Agent and Borrower shall not be entitled that it is unable to elect to convert any Committed Loans tomake a Base Rate Loan and until such notice is withdrawn, or continue any Committed Loans for an additional Interest Period as, Euro-Dollar Loans if (i) the aggregate principal amount of any Group of Euro-Dollar Loans created or continued as a result of such election would Base Rate Loan option shall not be less than $10,000,000 or available and the Borrowers shall only have the option to make Yen LIBOR Borrowings, (ii) a Default with respect to any Borrowing made (or deemed made) during such period, the Borrowers shall be deemed to have occurred and be continuing when elected the Yen LIBOR Borrowing option and, unless the Borrower delivers notice makes a timely election otherwise, shall be deemed to have elected an Interest Period of seven days (provided if such Interest Period is not available from all Lenders, such Borrower shall be deemed to have elected an Interest Period of one month) and (iii) if the Interest Period with respect to any Yen LIBOR Loans shall end during such period, Borrower shall be deemed to have elected to continue such Yen LIBOR Loans as Yen LIBOR Loans and, unless the Borrower makes a timely election otherwise, such Borrower shall be deemed to the Administrative Agenthave elected an Interest Period of seven days (provided if such Interest Period is not available from all Lenders, such Borrower shall be deemed to have elected an Interest Period of one month). (e) If Notwithstanding any Committed Loan is converted to a different Type other provision of Loanthis Agreement, the no Borrower shall pay, on the date may have more than ten Yen LIBOR Groups of such conversion, the interest accrued to such date on the principal amount being convertedLoans outstanding at any one time.

Method of Electing Interest Rates. (a) The Loans included in each Committed Borrowing shall bear interest initially at the type of rate specified by the Borrower in the applicable Notice of Committed Borrowing. Thereafter, the Borrower may from time to time elect to change or continue the type of interest rate borne by each Group of Loans (subject in each case to Section 2.08(d) and the provisions of Article 8), as follows: (i) if such Loans are Base Rate Loans, the Borrower may elect to convert such Loans to Euro-Dollar Loans as of any Euro-Dollar Business Day; (ii) if such Loans are Euro-Dollar Loans, the Borrower may elect to convert such Loans to Base Rate Loans as of any Domestic Euro-Dollar Business Day, subject to Section 2.14 if any 2.11 in the event that such conversion day is effective on any day other than not the last day of an the then current Interest Period applicable to such Loans; and (iii) if such Loans are Euro-Dollar Loans, or the Borrower may elect to continue such Loans as Euro-Dollar Loans, as of the end of any Interest Period applicable thereto, Loans for an additional Interest Period, in each case effective on the last day of the then current Interest Period applicable to such Loans. Each such election shall be made by delivering a notice (a “Notice of Interest Rate Election”"NOTICE OF INTEREST RATE ELECTION") to the Administrative Agent not later than 10:30 A.M. (New York City time) on the third at least three Euro-Dollar Business Day Days (or, if such Notice of Interest Rate Election specifies that the duration of any Interest Period is requested to be twelve months, at least five Euro-Dollar Business Days) before the conversion or continuation selected in such notice is to be effective. A Notice of Interest Rate Election may, if it is so specifiesspecified, apply to only a portion of the aggregate principal amount of the relevant Group of Loans; provided that (i) such portion is allocated ratably among the Loans comprising such Group and (ii) such portion, and the remaining portion to which such Notice does not apply, are each at least $10,000,000 (unless such portion is comprised of Base Rate Loans). If no such notice is timely received before the end of an Interest Period for any Group of Euro-Dollar Loans, the Borrower shall be deemed to have elected that such Group of Loans be converted to Base Rate Loans at the end of such Interest Period.; (b) Each Notice of Interest Rate Election shall specify: (i) the Group of Loans (or portion thereof) to which such notice applies; (ii) the date on which the conversion or continuation selected in such notice is to be effective, which shall comply with the applicable clause of Section 2.08(a)subsection (a) above; (iii) if the Loans comprising such Group are to be converted to converted, the new Type of Loans and, if such new Loans are Euro-Dollar Loans, the duration of the next succeeding initial Interest Period applicable thereto; and (iv) if such Loans are to be continued as Euro-Dollar Loans for an additional Interest Period, the duration of such additional Interest Period. Each Interest Period specified in a Notice of Interest Rate Election shall comply with the provisions of the definition of Interest Period. (c) Promptly after receiving Upon receipt of a Notice of Interest Rate Election from the Borrower pursuant to Section 2.08(a)subsection (a) above, the Administrative Agent shall promptly notify each Bank of the contents thereof and such notice shall not thereafter be revocable by the Borrower. (d) The . If the Borrower shall not be entitled fails to elect deliver a timely Notice of Interest Rate Election to convert any Committed Loans to, or continue any Committed Loans the Administrative Agent for an additional Interest Period as, Euro-Dollar Loans if (i) the aggregate principal amount of any Group of Euro-Dollar Loans, such Loans created or continued as a result of such election would shall be less than $10,000,000 or (ii) a Default shall have occurred and be continuing when the Borrower delivers notice of such election to the Administrative Agent. (e) If any Committed Loan is converted to a different Type of Loan, the Borrower shall pay, into Base Rate Loans on the date last day of such conversion, the interest accrued then current Interest Period applicable thereto. A continuation or conversion pursuant to such date on the principal amount being convertedthis Section 2.06 is not a Borrowing subject to Section 3.02.

Method of Electing Interest Rates. (a) The Loans included in each Committed Borrowing shall bear interest initially at the type of rate specified by the Borrower in the applicable Notice of Committed Borrowing. Thereafter, the Borrower may from time to time elect to change or continue the type of interest rate borne by each Group of Loans (subject to Section 2.08(d2.07(d) and the provisions of Article 8), as follows: (i) if such Loans are Base Rate Loans, the Borrower may elect to convert such Loans to Euro-Dollar Loans as of any Euro-Dollar Business Day; (ii) if such Loans are Euro-Dollar Loans, the Borrower may elect to convert such Loans to Base Rate Loans as of any Domestic Business DayDay or elect to continue such Loans as Euro-Dollar Loans for an additional Interest Period, subject to Section 2.14 2.13 if any such conversion is effective on any day other than the last day of an Interest Period applicable to such Loans, or may elect to continue such Loans as Euro-Dollar Loans, as of the end of any Interest Period applicable thereto, for an additional Interest Period. Each such election shall be made by delivering a notice (a “Notice of Interest Rate Election”) to the Administrative Agent not later than 10:30 11:00 A.M. (New York City time) on the third Euro-Dollar Business Day before the conversion or continuation selected in such notice is to be effective (unless the relevant Loans are to be converted from Euro-Dollar Loans to Base Rate Loans, in which case such notice shall be delivered to the Agent not later than 11:00 A.M. (New York City time) on the date such conversion is to be effective). A Notice of Interest Rate Election may, if it so specifies, apply to only a portion of the aggregate principal amount of the relevant Group of Loans; provided that (i) such portion is allocated ratably among the Loans comprising such Group and (ii) the portion to which such portionNotice applies, and the remaining portion to which such Notice it does not apply, are each at least $10,000,000 5,000,000 (unless such portion is comprised of Base Rate Loans). If no such notice is timely received before the end of an Interest Period for any Group of Euro-Dollar Loans, the Borrower shall be deemed to have elected that such Group of Loans be converted to Base Rate Loans at the end of such Interest Period. (b) Each Notice of Interest Rate Election shall specify: (i) the Group of Loans (or portion thereof) to which such notice applies; (ii) the date on which the conversion or continuation selected in such notice is to be effective, which shall comply with the applicable clause of Section 2.08(a)2.07(a) above; (iii) if the Loans comprising such Group are to be converted converted, the new type of Loans and, if the Loans resulting from such conversion are to be Euro-Dollar Loans, the duration of the next succeeding Interest Period applicable thereto; and (iv) if such Loans are to be continued as Euro-Dollar Loans for an additional Interest Period, the duration of such additional Interest Period. Each Interest Period specified in a Notice of Interest Rate Election shall comply with the provisions of the definition of Interest Period. (c) Promptly after receiving a Notice of Interest Rate Election from the Borrower pursuant to Section 2.08(a)2.07(a) above, the Administrative Agent shall notify each Bank of the contents thereof and such notice shall not thereafter be revocable by the any Borrower. (d) The A Borrower shall not be entitled to elect to convert any Committed Loans to, or continue any Committed Loans for an additional Interest Period as, Euro-Dollar Loans if (i) the aggregate principal amount of any Group of Euro-Dollar Loans created or continued as a result of such election would be less than $10,000,000 5,000,000 or (ii) a Default shall have occurred and be continuing when the Borrower delivers notice of such election to the Administrative Agent. (e) If any Committed Loan is converted to a different Type type of Loan, the applicable Borrower shall pay, on the date of such conversion, the interest accrued to such date on the principal amount being converted.

Method of Electing Interest Rates. (a) The Loans included in each Committed Borrowing shall bear interest initially at the type of rate specified by the Borrower in the applicable Notice of Committed Borrowing. Thereafter, the Borrower may from time to time elect to change or continue the type of interest rate borne by each Group of Loans (subject in each case to Section 2.08(d) and the provisions of Article 8)VIII), as follows: (i) if such Loans are Base Rate Loans, the Borrower may elect to convert such Loans to Euro-Dollar Loans as of any Euro-Dollar Business Day;; and (ii) if such Loans are Euro-Dollar Loans, the Borrower may (x) elect to convert such Euro-Dollar Loans to Base Rate Loans as of any Domestic Business Day, subject (y) elect to Section 2.14 if any convert such conversion is effective on any day other than Euro-Dollar Loans to Euro-Dollar Loans with an Interest Period different from the last day of an then current Interest Period applicable to such Loans, Loans as of any Euro-Dollar Business Day or may (z) elect to continue such Loans as Euro-Dollar Loans, as of the end of any Interest Period applicable thereto, Loans for an additional Interest Period beginning on the last day of the then current Interest Period applicable to such Loans; provided that, if the Borrower elects to convert any Euro-Dollar Loans to Base Rate Loans or to Euro-Dollar Loans with a different Interest Period, as of any day other than the last day of the then current Interest Period applicable to such Loans, the Borrower shall reimburse each Lender in accordance with Section 2.14. Each such election shall be made by delivering a notice (a “Notice of Interest Rate Election”) to the Administrative Agent not later than 10:30 A.M. (New York City timei) on the third Euro-Dollar at least one Domestic Business Day before the conversion or continuation selected in such notice is to be effectiveeffective if the relevant Loans are to be converted into Base Rate Loans or (ii) at least three Euro-Dollar Business Days before such conversion or continuation is to be effective if such Loans are to be converted into, or continued as, Euro-Dollar Loans. A Notice of Interest Rate Election may, if it so specifies, apply to only a portion of the aggregate principal amount of the relevant Group of Loans; provided that (i) such portion is allocated ratably among the Loans comprising such Group and (ii) the portion to which such portionNotice applies, and the remaining portion to which such Notice it does not apply, are each at least $10,000,000 (unless such portion is comprised 15,000,000 or any larger multiple of Base Rate Loans). If no such notice is timely received before the end of an Interest Period for any Group of Euro-Dollar Loans, the Borrower shall be deemed to have elected that such Group of Loans be converted to Base Rate Loans at the end of such Interest Period$1,000,000. (b) Each Notice of Interest Rate Election shall specify: (i) the Group of Loans (or portion thereof) to which such notice applies; (ii) the date on which the conversion or continuation selected in such notice is to be effective, which shall comply with the applicable clause of Section 2.08(a2.11(a); (iii) if the Loans comprising whether such Group are of Loans (or portion thereof) is to be converted to Base Rate Loans or Euro-Dollar Loans, the duration of the next succeeding Interest Period applicable thereto; and (iv) if such Loans are to be or continued as Euro-Dollar Loans for an additional Interest Period; and (iv) if such Loans (or portions thereof) are to be converted to or continued as Euro-Dollar Loans, the duration of the Interest Period to be applicable thereto immediately after such additional Interest Periodconversion or continuation. Each Interest Period specified in a Notice of Interest Rate Election shall comply with the provisions of the definition of Interest Period. (c) Promptly after receiving Upon receipt of a Notice of Interest Rate Election from the Borrower pursuant to Section 2.08(a2.11(a), the Administrative Agent shall promptly notify each Bank Lender of the contents thereof and such notice shall not thereafter be revocable by the Borrower. (d) The . If the Borrower shall not be entitled fails to elect deliver a timely Notice of Interest Rate Election to convert the Agent for any Committed Loans to, or continue any Committed Loans for an additional Interest Period as, Euro-Dollar Loans, such Loans if (i) the aggregate principal amount of any Group of Euro-Dollar shall be converted into Base Rate Loans created or continued as a result of such election would be less than $10,000,000 or (ii) a Default shall have occurred and be continuing when the Borrower delivers notice of such election to the Administrative Agent. (e) If any Committed Loan is converted to a different Type of Loan, the Borrower shall pay, on the date last day of such conversion, the interest accrued to such date on the principal amount being convertedthen current Interest Period applicable thereto.

Method of Electing Interest Rates. (a) The Loans included in each Committed Borrowing shall bear interest initially at the type of rate specified by the Borrower in the applicable Notice of Committed Borrowing. Thereafter, the Borrower may from time to time elect to change or continue the type of interest rate borne by each Group of Loans (subject to Section 2.08(d) and the provisions of Article 8), as follows: (i) if such Loans are Base Rate Loans, the Borrower may elect to convert such Loans to Euro-Dollar Loans as of any Euro-Dollar Business Day; (ii) if such Loans are Euro-Dollar Loans, the Borrower may elect to convert such Loans to Base Rate Loans as of any Domestic Business Day, subject to Section 2.14 if any such conversion is effective on any day other than the last day of an Interest Period applicable to such Loans, or may elect to continue such Loans as Euro-Dollar Loans, as of the end of any Interest Period applicable thereto, for an additional Interest Period. Each such election shall be made by delivering a notice (a “"Notice of Interest Rate Election”") to the Administrative Agent not later than 10:30 A.M. (New York City time) on the third Euro-Dollar Business Day before the conversion or continuation selected in such notice is to be effective. A Notice of Interest Rate Election may, if it so specifies, apply to only a portion of the aggregate principal amount of the relevant Group of Loans; provided that (i) such portion is allocated ratably among the Loans comprising such Group and (ii) such portion, and the remaining portion to which such Notice does not apply, are each at least $10,000,000 (unless such portion is comprised of Base Rate Loans). If no such notice is timely received before the end of an Interest Period for any Group of Euro-Dollar Loans, the Borrower shall be deemed to have elected that such Group of Loans be converted to Base Rate Loans at the end of such Interest Period. (b) Each Notice of Interest Rate Election shall specify: (i) the Group of Loans (or portion thereof) to which such notice applies; (ii) the date on which the conversion or continuation selected in such notice is to be effective, which shall comply with the applicable clause of Section 2.08(a); (iii) if the Loans comprising such Group are to be converted to Euro-Dollar Loans, the duration of the next succeeding Interest Period applicable thereto; and (iv) if such Loans are to be continued as Euro-Dollar Loans for an additional Interest Period, the duration of such additional Interest Period. Each Interest Period specified in a Notice of Interest Rate Election shall comply with the provisions of the definition of Interest Period. (c) Promptly after receiving a Notice of Interest Rate Election from the Borrower pursuant to Section 2.08(a), the Administrative Agent shall notify each Bank of the contents thereof and such notice shall not thereafter be revocable by the Borrower. (d) The Borrower shall not be entitled to elect to convert any Committed Loans to, or continue any Committed Loans for an additional Interest Period as, Euro-Dollar Loans if (i) the aggregate principal amount of any Group of Euro-Dollar Loans created or continued as a result of such election would be less than $10,000,000 or (ii) a Default shall have occurred and be continuing when the Borrower delivers notice of such election to the Administrative Agent. (e) If any Committed Loan is converted to a different Type of Loan, the Borrower shall pay, on the date of such conversion, the interest accrued to such date on the principal amount being converted.

Method of Electing Interest Rates. (a) The Loans included in each Committed Borrowing shall bear interest initially at the type of rate specified by the Borrower in the applicable Notice of Committed Borrowing. Thereafter, the Borrower may from time to time elect to change or continue the type of interest rate borne by each Group of Loans (subject in each case to Section 2.08(d) and the provisions of Article 8)VIII and subsection (d) below), as follows: (i) if such Loans are Base Rate Loans, the Borrower may elect to convert such Loans to Euro-CD Loans as of any Domestic Business Day or to Euro- Dollar Loans as of any Euro-Dollar Business Day; (ii) if such Loans are CD Loans, the Borrower may elect to convert such Loans to Base Rate Loans or Euro-Dollar Loans or elect to continue such Loans as CD Loans for an additional Interest Period, in each case effective on the last day of the then current Interest Period applicable to such Loans; (iii) if such Loans are Euro-Dollar Loans, the Borrower may elect to convert such Loans to Base Rate Loans as of any Domestic Business Day, subject to Section 2.14 if any such conversion is effective on any day other than the last day of an Interest Period applicable to such Loans, or may CD Loans or elect to continue such Loans as Euro-Dollar Loans, as of the end of any Interest Period applicable thereto, Loans for an additional Interest Period, in each case effective on the last day of the then current Interest Period applicable to such Loans. Each such election shall be made by delivering a notice (a “"Notice of Interest Rate Election”") to the Administrative Agent not later than 10:30 A.M. (New York City time) on the third at least three Euro-Dollar Business Day Days before the conversion or continuation selected in such notice is to be effective (unless the relevant Loans are to be converted from Domestic Loans to Domestic Loans of the other type or continued as Domestic Loans of the same type for an additional Interest Period, in which case such notice shall be delivered to the Agent at least three Domestic Business Days before such conversion or continuation is to be effective). A Notice of Interest Rate Election may, if it so specifies, apply to only a portion of the aggregate principal amount of the relevant Group of Loans; provided that (i) such portion is allocated ratably among the Loans comprising such Group and (ii) the portion to which such portionNotice applies, and the remaining portion to which such Notice it does not apply, are each at least $10,000,000 (unless such portion is comprised 25,000,000 or any larger multiple of Base Rate Loans). If no such notice is timely received before the end of an Interest Period for any Group of Euro-Dollar Loans, the Borrower shall be deemed to have elected that such Group of Loans be converted to Base Rate Loans at the end of such Interest Period$5,000,000. (b) Each Notice of Interest Rate Election shall specify: (i) the Group of Loans (or portion thereof) to which such notice applies; (ii) the date on which the conversion or continuation selected in such notice is to be effective, which shall comply with the applicable clause of Section 2.08(a)subsection (a) above; (iii) if the Loans comprising such Group are to be converted to Euro-Dollar converted, the new type of Loans and, if such new Loans are Fixed Rate Loans, the duration of the next succeeding initial Interest Period applicable thereto; and (iv) if such Loans are to be continued as CD Loans or Euro-Dollar Loans for an additional Interest Period, the duration of such additional Interest Period. Each Interest Period specified in a Notice of Interest Rate Election shall comply with the provisions of the definition of Interest Period. (c) Promptly after receiving Upon receipt of a Notice of Interest Rate Election from the Borrower pursuant to Section 2.08(a)subsection (a) above, the Administrative Agent shall promptly notify each Bank of the contents thereof and such notice shall not thereafter be revocable by the Borrower. If the Borrower fails to deliver a timely Notice of Interest Rate Election to the Agent for any Group of Fixed Rate Loans, such Loans shall be converted into Base Rate Loans on the last day of the then current Interest Period applicable thereto. (d) The Borrower shall not No Committed Loan may be entitled to elect to convert any Committed Loans to, or continue any Committed Loans for an additional Interest Period as, Euro-Dollar Loans if (i) the aggregate principal amount of any Group of Euro-Dollar Loans created or continued as or converted into a result of such election would be less than $10,000,000 Euro- Dollar Loan or (ii) a CD Loan at any time that a Default shall have occurred and be continuing when the Borrower delivers notice of such election to the Administrative Agentcontinuing. (e) If any Committed Loan is converted to a different Type of Loan, the Borrower shall pay, on the date of such conversion, the interest accrued to such date on the principal amount being converted.

Method of Electing Interest Rates. (ai) The Subject to Section 2.06(a), the Loans included in each Committed Borrowing shall bear interest initially at the type of rate specified by the Borrower in the applicable Notice of Committed Borrowing. Thereafter, the Borrower may from time with respect to time elect to change or continue the type of interest rate borne by each Group of Loans (subject to Section 2.08(d) and the provisions of Article 8), as follows: (i) if such Loans are Base Rate Loans, the Borrower may elect shall have the option (A) to convert such all or any part of (x) so long as no Default is in existence on the date of conversion, outstanding Base Rate Loans to Euro-Dollar Term SOFR Rate Loans as of any Euro-Dollar Business Day; and (iiy) if such Loans are Euro-Dollar Loans, the Borrower may elect to convert such outstanding Term SOFR Rate Loans to Base Rate Loans as Loans; provided, in each case, that the amount so converted shall be equal to $10,000,000 or any larger integral multiple of any Domestic Business Day, subject to Section 2.14 if any such conversion is effective on any day other than the last day of an Interest Period applicable to such Loans$1,000,000, or may elect to continue such Loans as Euro-Dollar Loans, as of (B) upon the end expiration of any Interest Period applicable theretoto outstanding Term SOFR Rate Loans, for an additional so long as no Default is in existence on the date of continuation, to continue all or any portion of such Loans, equal to $10,000,000 and any larger integral multiple of $1,000,000 in excess of that amount as Term SOFR Rate Loans. The Interest PeriodPeriod of any Base Rate Loan converted to a Term SOFR Rate Loan pursuant to clause (A) above shall commence on the date of such conversion. Each The succeeding Interest Period of any Term SOFR Rate Loan continued pursuant to clause (B) above shall commence on the last day of the Interest Period of the Loan so continued. Term SOFR Rate Loans may only be converted on the last day of the then current Interest Period applicable thereto or on the date required pursuant to Section 2.18. (ii) The Borrower shall deliver a written notice of each such election shall be made by delivering a notice conversion or continuation (a “Notice of Interest Rate ElectionConversion/Continuation”) to the Administrative Agent not no later than 10:30 (A) 12:00 Noon (New York City time) at least three (3) Business Days before the effective date of the proposed conversion to, or continuation of, a Term SOFR Rate Loan and (B) 11:30 A.M. (New York City time) on the third Euro-Dollar Business Day before the day of a conversion or continuation selected in such notice is to be effectivea Base Rate Loan. A written Notice of Interest Rate Election may, if it so specifies, apply to only a portion of the aggregate principal amount of the relevant Group of Loans; provided that (i) such portion is allocated ratably among the Loans comprising such Group and (ii) such portion, and the remaining portion to which such Notice does not apply, are each at least $10,000,000 (unless such portion is comprised of Base Rate Loans). If no such notice is timely received before the end of an Interest Period for any Group of Euro-Dollar Loans, the Borrower Conversion/Continuation shall be deemed to have elected that such Group substantially in the form of Loans be converted to Base Rate Loans at the end of such Interest Period. (b) Each Notice of Interest Rate Election Exhibit A-2 attached hereto and shall specify: : (iA) the Group of Loans (or portion thereof) currently outstanding to which such notice applies; , (iiB) the proposed conversion/continuation date on which the conversion or continuation selected in such notice is to be effective, (which shall comply with be a Business Day), (C) the applicable clause aggregate amount of Section 2.08(a); (iii) if the Loans comprising such Group are to be converted to Euro-Dollar being converted/continued, (D) an election between the Base Rate and the Adjusted Term SOFR Rate and (E) in the case of a conversion to, or a continuation of, Term SOFR Rate Loans, the duration of the next succeeding Interest Period applicable thereto; and (iv) if such Loans are to be continued as Euro-Dollar Loans for an additional Interest Period, the duration of such additional requested Interest Period. Each Interest Period specified in Upon receipt of a Notice of Interest Rate Election shall comply with the provisions of the definition of Interest Period. (c) Promptly after receiving a Notice of Interest Rate Election from the Borrower pursuant to Section 2.08(a)Conversion/Continuation, the Administrative Agent shall notify give each Bank Lender prompt notice of the contents thereof and such notice shall not thereafter be revocable Lender’s pro rata share of all conversions and continuations requested therein. If no timely Notice of Conversion/Continuation is delivered by the Borrower. (d) The Borrower shall as to any Term SOFR Rate Loan, and such Loan is not be entitled to elect to convert any Committed Loans to, or continue any Committed Loans for an additional Interest Period as, Euro-Dollar Loans if (i) the aggregate principal amount of any Group of Euro-Dollar Loans created or continued as a result of such election would be less than $10,000,000 or (ii) a Default shall have occurred and be continuing when repaid by the Borrower delivers notice at the end of the applicable Interest Period, such election to the Administrative Agent. (e) If any Committed Loan is shall be converted automatically to a different Type of Loan, the Borrower shall pay, Base Rate Loan on the date last day of such conversion, the interest accrued to such date on the principal amount being convertedthen applicable Interest Period.

Method of Electing Interest Rates. (a) The Loans included in each Committed Borrowing shall bear interest initially at the type of rate specified by the Borrower in the applicable Notice of Committed Borrowing. Thereafter, the Borrower may from time to time elect to change or continue the type of interest rate borne by each Group of Loans (subject in each case to Section 2.08(d) and the provisions of Article 8)VIII), as follows: (i) if such Loans are Base Rate Loans, the Borrower may elect to convert such Loans to Euro-Dollar Loans as of any Euro-Dollar Business Day; (ii) if such Loans are Euro-Dollar Loans, the Borrower may elect to convert such Loans to Base Rate Loans or elect to continue such Loans as of any Domestic Business DayEuro- Dollar Loans for an additional Interest Period, subject to Section 2.14 if any such conversion is in each case effective on any day other than the last day of an the then current Interest Period applicable to such Loans, or may elect to continue such Loans as Euro-Dollar Loans, as of the end of any Interest Period applicable thereto, for an additional Interest Period. Each such election shall be made by delivering a notice (a “"Notice of Interest ------------------ Rate Election”") to the Administrative Lead Agent not later than 10:30 A.M. at least three (New York City time3) on the third Euro-Dollar Business Day Days ------------- before the conversion or continuation selected in such notice is to be effective (unless the relevant Loans are to be continued as Base Rate Loans, in which case such notice shall be delivered to the Lead Agent no later than 12:00 Noon (New York City time) at least one (1) Domestic Business Day before such continuation is to be effective). A Notice of Interest Rate Election may, if it so specifies, apply to only a portion of the aggregate principal amount of the relevant Group of Loans; provided that (i) such portion is allocated ratably -------- among the Loans comprising such Group and Group, (ii) the portion to which such portionnotice applies, and the remaining portion to which such Notice it does not apply, are each at least $10,000,000 1,000,000 or any larger multiple of $1,000,000, (unless such portion is iii) there shall be no more than seven (7) Borrowings comprised of Base Rate Loans). If no such notice is timely received before the end of an Interest Period for any Group of Euro-Dollar LoansLoans outstanding at any time under this Agreement, (iv) no Loan may be continued as, or converted into, a Euro-Dollar Loan when any Event of Default has occurred and is continuing, and (v) no Interest Period shall extend beyond the Borrower shall be deemed to have elected that such Group of Loans be converted to Base Rate Loans at the end of such Interest PeriodMaturity Date. (b) Each Notice of Interest Rate Election shall specify: (i) the Group of Loans (or portion thereof) to which such notice applies; (ii) the date on which the conversion or continuation selected in such notice is to be effective, which shall comply with the applicable clause of Section 2.08(a)subsection (a) above; (iii) if the Loans comprising such Group are to be converted to converted, the new type of Loans and, if such new Loans are Euro-Dollar Loans, the duration of the next succeeding initial Interest Period applicable thereto; and (iv) if such Loans are to be continued as Euro-Dollar Loans for an additional Interest Period, the duration of such additional Interest Period. Each Interest Period specified in a Notice of Interest Rate Election shall comply with the provisions of the definition of Interest Period. (c) Promptly after receiving Upon receipt of a Notice of Interest Rate Election from the Borrower pursuant to Section 2.08(a)subsection (a) above, the Administrative Lead Agent shall notify each Bank on the same day as it receives such Notice of Interest Rate Election of the contents thereof and such notice shall not thereafter be revocable by the Borrower. (d) The . If the Borrower shall not be entitled fails to elect deliver a timely Notice of Interest Rate Election to convert any Committed Loans to, or continue any Committed Loans the Lead Agent for an additional Interest Period as, Euro-Dollar Loans if (i) the aggregate principal amount of any Group of Euro-Dollar Loans, such Loans created or continued as a result of such election would shall be less than $10,000,000 or (ii) a Default shall have occurred and be continuing when the Borrower delivers notice of such election to the Administrative Agent. (e) If any Committed Loan is converted to a different Type of Loan, the Borrower shall pay, into Base Rate Loans on the date last day of such conversion, the interest accrued to such date on the principal amount being convertedthen current Interest Period applicable thereto.

Method of Electing Interest Rates. (a) The Committed Loans included in each Committed Borrowing shall bear interest initially at the type of rate specified by the Borrower in the applicable Notice of Committed Borrowing. Thereafter, the Borrower may from time to time elect to change or continue the type of interest rate borne by each Group of Loans (subject in each case to Section 2.08(d) and the provisions of Article 8)8 and the last sentence of this subsection (a)), as follows: (i) if such Loans are Base Rate Loans, the Borrower may elect to convert such Loans to Euro-Dollar Loans as of any Euro-Dollar Business Day;; and (ii) if such Loans are Euro-Dollar Loans, the Borrower may elect to convert such Loans to Base Rate Loans as of any Domestic Business Day, subject to Section 2.14 if any such conversion is effective on any day other than the last day of an Interest Period applicable to such Loans, or may elect to continue such Loans as Euro-Dollar Loans, as of the end of any Interest Period applicable thereto, Loans for an additional Interest Period, in either case effective on the last day of the then current Interest Period applicable to such Loans. Each such election shall be made by delivering a notice (a “"Notice of Interest Rate Election”") to the Administrative Agent not later than 10:30 A.M. (New York City time) on the third Euro-Dollar Business Day before the conversion or continuation selected in such notice is to be effective. A Notice of Interest Rate Election may, if it so specifies, apply to only a portion of the aggregate principal amount of the relevant Group of Loans; provided that (i) such portion is allocated ratably among the Loans comprising such Group and (ii) the portion to which such portionNotice applies, and the remaining portion to which such Notice it does not apply, are each at least $10,000,000 (unless such portion is comprised 25,000,000 or any larger multiple of Base Rate Loans)$1,000,000. If no such notice is timely received before prior to the end of an Interest Period for any Group of Euro-Dollar LoansPeriod, the Borrower shall be deemed to have elected that all Loans having such Group of Loans Interest Period be converted to Base Rate Loans Loans. Notwithstanding the foregoing, the Borrower may not elect to convert any Loan to, or continue any Loan as, a Fixed Rate Loan pursuant to any Notice of Interest Rate Election if at the end of time such Interest Periodnotice is delivered a Default shall have occurred and be continuing. (b) Each Notice of Interest Rate Election shall specify: (i) the Group of Loans (or portion thereof) to which such notice applies; (ii) the date on which the conversion or continuation selected in such notice is to be effective, which shall comply with the applicable clause of Section 2.08(a)subsection (a) above; (iii) if the Loans comprising such Group are to be converted, the new Type of Loans and, if the Loans being converted are to Euro-Dollar be Fixed Rate Loans, the duration of the next succeeding Interest Period applicable thereto; and (iv) if such Loans are to be continued as Euro-Dollar Fixed Rate Loans for an additional Interest Period, the duration of such additional Interest Period. Each Interest Period specified in a Notice of Interest Rate Election shall comply with the provisions of the definition of Interest Period. (c) Promptly after receiving Upon receipt of a Notice of Interest Rate Election from the Borrower pursuant to Section 2.08(a)subsection (a) above, the Administrative Agent shall promptly notify each Bank Lender of the contents thereof and such notice shall not thereafter be revocable by the Borrower. (d) The An election by the Borrower shall not be entitled to elect to convert any Committed Loans to, change or continue any Committed Loans for an additional Interest Period as, Euro-Dollar Loans if (i) the aggregate principal amount rate of interest applicable to any Group of Euro-Dollar Loans created or continued as pursuant to this Section shall not constitute a result of such election would be less than $10,000,000 or (ii) a Default shall have occurred and be continuing when the Borrower delivers notice of such election Borrowing subject to the Administrative Agentprovisions of Section 3.2. (e) If any Committed Loan is converted to a different Type of Loan, the Borrower shall pay, on the date of such conversion, the interest accrued to such date on the principal amount being converted.

Method of Electing Interest Rates. (a) The Loans Advances included in each Committed Borrowing (other than a Swingline Loan) shall bear interest initially at the type of rate specified by the Borrower in the applicable Notice of Committed Borrowing. Thereafter, the Borrower may from time to time elect to change (A) Base Rate Advances shall continue as Base Rate Advances unless such Advances are prepaid or continue the type of interest rate borne by each Group of Loans Converted into Eurodollar Rate Advances; and (B) subject to Section 2.08(d) and the provisions of Article 8)V, Eurodollar Rate Advances shall continue as follows: (i) if such Loans are Base Eurodollar Rate Loans, the Borrower may elect to convert such Loans to Euro-Dollar Loans as of any Euro-Dollar Business Day; (ii) if such Loans are Euro-Dollar Loans, the Borrower may elect to convert such Loans to Base Rate Loans as of any Domestic Business Day, subject to Section 2.14 if any such conversion is effective on any day other than Advances until the last day of an the Interest Period applicable therefor, at which time such Advances shall be prepaid, Converted to such Loans, Base Rate Advances or may elect to continue such Loans continued as Euro-Dollar Loans, as of the end of any Interest Period applicable thereto, Eurodollar Rate Advances for an additional a new Interest Period. This Section shall not apply to Swingline Loans, which may not be converted or continued. Each such election by the Borrower to continue or Convert Advances shall be made by delivering a notice (a “Notice of Interest Rate Election”) to the Administrative Agent by not later than 10:30 A.M. 10:00 a.m. (New York City timeLocal Time) on the third Euro-Dollar at least three (3) Business Day Days before the conversion Conversion or continuation selected in such notice is to be effective. If the Borrower shall fail to issue a Notice of Interest Rate Election within three (3) Business Days prior to the end of any Interest Period for Eurodollar Rate Advances (unless the Borrower shall have issued a notice of prepayment in respect of the applicable Borrowing in accordance with Section 5.12), the Advances comprising such Borrowing shall be Converted into Base Rate Advances. A Notice of Interest Rate Election may, if it so specifies, apply to only a portion of the aggregate principal amount of the relevant Group of LoansBorrowing; provided that (i) such portion is allocated ratably among the Loans Advances comprising such Group Borrowing and (ii) the portion to which such portionNotice of Interest Rate Election applies, and the remaining portion to which such Notice it does not apply, are each at least $10,000,000 (unless such portion is comprised 20,000,000 or any larger multiple of Base Rate Loans). If no such notice is timely received before the end of an Interest Period for any Group of Euro-Dollar Loans, the Borrower shall be deemed to have elected that such Group of Loans be converted to Base Rate Loans at the end of such Interest Period$5,000,000. (b) Each Notice of Interest Rate Election shall be substantially in the form of Exhibit 2.03 hereto and shall specify: (i) the Group of Loans Borrowing (or portion thereof) to which such notice applies; (ii) the date on which the conversion Conversion or continuation selected in such notice is to be effective, which shall comply with the applicable clause of Section 2.08(a)subsection (a) above; (iii) if the Loans Advances comprising such Group Borrowing are to be converted to Euro-Dollar LoansConverted, the duration next Type of the next succeeding Interest Period applicable theretoAdvances; and (iv) if such Loans are to be continued as Euro-Dollar Loans for an additional Interest Period, the duration of such additional the new Interest PeriodPeriod (if any). Each Interest Period specified in a Notice of Interest Rate Election shall comply with the provisions of the definition of Interest Period. Each Notice of Interest Rate Election shall be irrevocable when given by the Borrower. (c) Promptly after receiving Upon receipt of a Notice of Interest Rate Election from the Borrower pursuant to Section 2.08(a)subsection (a) above, the Administrative Agent shall promptly notify each Bank of the contents thereof and such notice shall not thereafter be revocable by the Borrowerthereof. (d) The Upon the occurrence, and during the continuance, of an Event of Default, the Administrative Agent may (and, at the direction of the Majority Banks, the Administrative Agent shall) suspend the ability of the Borrower shall not be entitled to elect to convert any Committed Loans tocontinue, or continue Convert Borrowings into, Eurodollar Rate Advances, and each continuation of or Conversion into Eurodollar Rate proposed to occur during any Committed Loans for an additional Interest Period as, Euro-Dollar Loans if (i) the aggregate principal amount such period of any Group of Euro-Dollar Loans created or continued as suspension shall be a result of such election would be less than $10,000,000 or (ii) a Default Conversion into Base Rate Advances. Such suspension shall have occurred and be continuing when become effective upon notice thereof to the Borrower delivers notice and each of such election to the Administrative Agent. (e) If any Committed Loan is converted to a different Type Banks, and shall remain in effect until the Event of Loan, the Borrower shall pay, on the date of such conversion, the interest accrued Default giving rise to such date on the principal amount being convertednotice is cured or waived.

Method of Electing Interest Rates. (a) The Loans included in each Committed Borrowing shall bear interest initially at the type of rate specified by the relevant Borrower in the applicable Notice of Committed Borrowing. Thereafter, the such Borrower may from time to time elect to change or continue the type of interest rate borne by each Group of Loans (subject in each case to Section 2.08(d) and the provisions of Article 8), as follows: (i) if such Loans are Base Rate Domestic Loans, the Borrower may elect to convert such Loans to Euro-Dollar Loans as of any Euro-Dollar Business Day; (ii) if such Loans are Euro-Dollar Loans, the Borrower may elect to convert such Loans to Base Rate Domestic Loans as of any Domestic Business Day, subject to Section 2.14 if any such conversion is effective on any day other than the last day of an Interest Period applicable to such Loans, or may elect to continue such Loans as Euro-Dollar Loans, as of the end of any Interest Period applicable thereto, Loans for an additional Interest Period, in each case effective on the last day of the then current Interest Period applicable to such Loans. Each such election shall be made by delivering a notice (a “"Notice of Interest Rate Election”") to the Administrative Agent not later than 10:30 A.M. (New York City time) on the third at least three Euro-Dollar Business Day Days before the conversion or continuation selected in such notice is to be effective. A Notice of Interest Rate Election may, if it so specifies, apply to only a portion of the aggregate principal amount of the relevant Group of Loans; provided that (i) such portion is allocated ratably among the Loans comprising such Group and (ii) the portion to which such portionNotice applies, and the remaining portion to which such Notice it does not apply, are each at least $10,000,000 (unless such portion is comprised 25,000,000 or any larger multiple of Base Rate Loans). If no such notice is timely received before the end of an Interest Period for any Group of Euro-Dollar Loans, the Borrower shall be deemed to have elected that such Group of Loans be converted to Base Rate Loans at the end of such Interest Period$5,000,000. (b) Each Notice of Interest Rate Election shall specify: (i) the Group of Loans (or portion thereof) to which such notice applies; (ii) the date on which the conversion or continuation selected in such notice is to be effective, which shall comply with the applicable clause of Section 2.08(a)subsection (a) above; (iii) if the Loans comprising such Group are to be converted to converted, the new type of Loans and, if such new Loans are Euro-Dollar Loans, the duration of the next succeeding initial Interest Period applicable thereto; and (iv) if such Loans are to be continued as Euro-Dollar Loans for an additional Interest Period, the duration of such additional Interest Period. Each Interest Period specified in a Notice of Interest Rate Election shall comply with the provisions of the definition of Interest Period. (c) Promptly after receiving a Notice of Interest Rate Election from the Borrower pursuant to Section 2.08(a), the Administrative Agent shall notify each Bank of the contents thereof and such notice shall not thereafter be revocable by the Borrower. (d) The Borrower shall not be entitled to elect to convert any Committed Loans to, or continue any Committed Loans for an additional Interest Period as, Euro-Dollar Loans if (i) the aggregate principal amount of any Group of Euro-Dollar Loans created or continued as a result of such election would be less than $10,000,000 or (ii) a Default shall have occurred and be continuing when the Borrower delivers notice of such election to the Administrative Agent. (e) If any Committed Loan is converted to a different Type of Loan, the Borrower shall pay, on the date of such conversion, the interest accrued to such date on the principal amount being converted.

Method of Electing Interest Rates. (a) The Loans Advances included in each Committed Syndicated Borrowing shall bear interest initially at the type of rate specified by the Borrower in the applicable Notice of Committed Syndicated Borrowing. Thereafter, the Borrower may from time to time elect to change or continue the type of interest rate borne by Interest Period for each Group of Loans Borrowing (subject in each case to Section 2.08(d) and the provisions of Article 8)V), as follows: (i) if such Loans Advances are Base Rate LoansAdvances, the Borrower may elect to (A) convert such Loans Advances to Euro-Dollar Loans Eurocurrency Rate Advances or to EURIBOR Rate Advances or (B) continue such Advances as Base Rate Advances, in each case effective as of any Euro-Dollar Business Day; (ii) if such Loans Advances are Euro-Dollar LoansEurocurrency Rate Advances, the Borrower may elect to convert continue such Loans to Base Advances as Eurocurrency Rate Loans as of any Domestic Business DayAdvances for an additional Interest Period, subject to Section 2.14 if any such conversion is effective on any day other than the last day of an the then current Interest Period applicable to such LoansAdvances; and (iii) if such Advances are EURIBOR Rate Advances, or the Borrower may elect to continue such Loans Advances as Euro-Dollar Loans, as of the end of any Interest Period applicable thereto, EURIBOR Rate Advances for an additional Interest Period, effective as of the last day of the then current Interest Period applicable to such Advances. Each such election shall be made by delivering a notice (a “Notice of Interest Rate Election”) to the Administrative Agent by not later than 10:30 A.M. 10:00 a.m. (New York City Chicago time) on the third Euro-Dollar at least three Business Day Days before the conversion or continuation selected in such notice is to be effective. If the Borrower shall fail to issue a Notice of Interest Rate Election within three Business Days prior to the end of any Interest Period (unless the Borrower shall have issued a notice of prepayment in respect of the applicable Borrowing in accordance with Section 5.12), the Advances comprising such Borrowing shall be, as applicable, converted into or continued as Base Rate Advances having an Interest Period of 30 days (with respect to an Advance denominated in Dollars) or shall be, as applicable, continued as a Eurocurrency Advance or EURIBOR Advance, as applicable, in the same Agreed Currency with an Interest Period of one month (with respect to an Advance denominated in an Agreed Currency other than Dollars). A Notice of Interest Rate Election may, if it so specifies, apply to only a portion of the aggregate principal amount of the relevant Group of LoansBorrowing; provided that (i) such portion is allocated ratably among the Loans Advances comprising such Group Borrowing and (ii) the portion to which such portionNotice of Interest Rate Election applies, and the remaining portion to which such Notice it does not apply, are each at least $10,000,000 25,000,000 or any larger multiple of $5,000,000 (unless or the Approximate Equivalent Amounts thereof if such portion is comprised of Base Rate LoansSyndicated Advances are denominated in Agreed Currencies other than in Dollars). If no such notice is timely received before the end of an Interest Period for Notwithstanding any Group of Euro-Dollar Loanscontrary provision herein, this Section shall not be construed to permit the Borrower shall be deemed to have elected that such Group change the currency of Loans be converted to Base Rate Loans at the end of such Interest Periodany Borrowing. (b) Each Notice of Interest Rate Election shall be substantially in the form of Exhibit 2.03 hereto and shall specify: (i) the Group of Loans Borrowing (or portion thereof) to which such notice applies; (ii) the date on which the conversion or continuation selected in such notice is to be effective, which shall comply with the applicable clause of Section 2.08(a)subsection (a) above; (iii) if the Loans Advances comprising such Group Borrowing are to be converted to Euro-Dollar Loansconverted, the duration next Type of the next succeeding Interest Period applicable theretoAdvances; and (iv) if such Loans are to be continued as Euro-Dollar Loans for an additional Interest Period, the duration of such additional the new Interest Period. Each Interest Period specified in a Notice of Interest Rate Election shall comply with the provisions of the definition of Interest Period. Each Notice of Interest Rate Election shall be irrevocable when given by the Borrower. (c) Promptly after receiving Upon receipt of a Notice of Interest Rate Election from the Borrower pursuant to Section 2.08(a)subsection (a) above, the Administrative Agent shall promptly notify each Bank of the contents thereof and such notice shall not thereafter be revocable by the Borrowerthereof. (d) The Borrower shall not be entitled to elect to convert any Committed Loans toUpon the occurrence, or continue any Committed Loans for and during the continuance, of an additional Interest Period asEvent of Default, Euro-Dollar Loans if the Administrative Agent may (iand, at the direction of the Majority Banks, the Administrative Agent shall) suspend the aggregate principal amount ability of any Group of Euro-Dollar Loans created or continued as a result of such election would be less than $10,000,000 or (ii) a Default shall have occurred and be continuing when the Borrower delivers to obtain Conversions of Syndicated Borrowings into Eurocurrency Rate Advances or EURIBOR Rate Advances, and each Conversion proposed to occur during any such period of suspension shall be a Conversion into Base Rate Advances. Such suspension shall become effective upon notice of such election thereof to the Administrative Agent. (e) If any Committed Loan is converted to a different Type Borrower and each of Loanthe Banks, and shall remain in effect until the Borrower shall pay, on the date Event of such conversion, the interest accrued Default giving rise to such date on the principal amount being convertednotice is cured or waived.

Method of Electing Interest Rates. (a) The Loans included in each Committed Borrowing shall bear interest initially at the type of rate specified by the Borrower in the applicable Notice of Committed Borrowing. Thereafter, the Borrower may from time to time elect to change or continue the type of interest rate borne by each Group of Loans (subject in each case to Section 2.08(d) and the provisions of Article 8)8 and the last sentence of this subsection (a)), as follows: (i) if such Loans are Base Rate Loans, the Borrower may elect to convert such Loans to Euro-Dollar Loans as of any Euro-Dollar Business Day;; and (ii) if such Loans are Euro-Dollar Loans, the Borrower may elect to convert such Loans to Base Rate Loans or elect to continue such Loans as of any Domestic Business DayEuro-Dollar Loans for an additional Interest Period, subject to Section 2.14 if 2.13 in the case of any such conversion is or continuation effective on any day other than the last day of an the then current Interest Period applicable to such Loans, or may elect to continue such Loans as Euro-Dollar Loans, as of the end of any Interest Period applicable thereto, for an additional Interest Period. Each such election shall be made by delivering a notice (a “Notice of Interest Rate Election”) to the Administrative Agent not later than 10:30 11:00 A.M. (New York City time) on the third Euro-Dollar Business Day before the conversion or continuation selected in such notice is to be effective. A Notice of Interest Rate Election may, if it so specifies, apply to only a portion of the aggregate principal amount of the relevant Group of Loans; provided that (i) such portion is allocated ratably among the Loans comprising such Group and (ii) the portion to which such portionnotice applies, and the remaining portion to which such Notice it does not apply, are each at least $10,000,000 (unless such portion is comprised or any larger multiple of Base Rate Loans). If no such notice is timely received before the end of an Interest Period for any Group of Euro-Dollar Loans, the Borrower shall be deemed to have elected that such Group of Loans be converted to Base Rate Loans at the end of such Interest Period$1,000,000. (b) Each Notice of Interest Rate Election shall specify: (i) the Group of Loans (or portion thereof) to which such notice applies; (ii) the date on which the conversion or continuation selected in such notice is to be effective, which shall comply with the applicable clause of Section 2.08(a)subsection 2.09 (a) above; (iii) if the Loans comprising such Group are to be converted, the new type of Loans and, if the Loans being converted are to be Euro-Dollar Loans, the duration of the next succeeding Interest Period applicable thereto; and (iv) if such Loans are to be continued as Euro-Dollar Loans for an additional Interest Period, the duration of such additional Interest Period. Each Interest Period specified in a Notice of Interest Rate Election shall comply with the provisions of the definition of the term “Interest Period”. (c) Promptly after receiving a Notice of Interest Rate Election from the Borrower pursuant to Section 2.08(a)subsection 2.09(a) above, the Administrative Agent shall notify each Bank of the contents thereof and such notice shall not thereafter be revocable by the Borrower. If no Notice of Interest Rate Election is timely received prior to the end of an Interest Period for any Group of Loans, the Borrower shall be deemed to have elected that such Group of Loans be converted to Base Rate Loans as of the last day of such Interest Period. (d) The An election by the Borrower shall not be entitled to elect to convert any Committed Loans to, change or continue any Committed Loans for an additional Interest Period as, Euro-Dollar Loans if (i) the aggregate principal amount rate of interest applicable to any Group of Euro-Dollar Loans created or continued as pursuant to this Section shall not constitute a result of such election would be less than $10,000,000 or (ii) a Default shall have occurred and be continuing when the Borrower delivers notice of such election “Borrowing” subject to the Administrative Agentprovisions of Section 3.02. (e) If any Committed Loan is converted to a different Type of Loan, the Borrower shall pay, on the date of such conversion, the interest accrued to such date on the principal amount being converted.

Method of Electing Interest Rates. (a) The Loans included in each Committed Borrowing shall bear interest initially at the type of rate specified by the Borrower in the applicable Notice of Committed Borrowing. Thereafter, the Borrower may from time to time elect to change or continue the type of interest rate borne by each Group of Loans (subject in each case to Section 2.08(d) and the provisions of Article 8)VIII), as follows: (i) if such Loans are Base Rate Loans, the Borrower may elect to convert all or any portion of such Loans to Euro-Dollar Loans as of any Euro-Dollar Business Day; (ii) if such Loans are Euro-Dollar Loans, the Borrower may elect to convert all or any portion of such Loans to Base Rate Loans and/or elect to continue all or any portion of such Loans as of any Domestic Business DayEuro-Dollar Loans for an additional Interest Period or additional Interest Periods, subject to Section 2.14 if any such conversion is in each case effective on any day other than the last day of an the then current Interest Period applicable to such Loans, or may elect on such other date designated by Borrower in the Notice of Interest Rate Election provided Borrower shall pay any losses pursuant to continue such Loans as Euro-Dollar Loans, as of the end of any Interest Period applicable thereto, for an additional Interest PeriodSection 2.14. Each such election shall be made by delivering a notice (a “Notice of Interest Rate Election”) to the Administrative Agent not later than 10:30 A.M. at least three (New York City time3) on the third Euro-Dollar Business Day before Days prior to, but excluding, the effective date of the conversion or continuation selected in such notice is to be effectivenotice. A Notice of Interest Rate Election may, if it so specifies, apply to only a portion of the aggregate principal amount of the relevant Group of Loans; provided that (i) such portion is allocated ratably among the Loans comprising such Group and Group, (ii) the portion to which such portionNotice applies, and the remaining portion to which such Notice it does not apply, are each at least in the amount of $10,000,000 5,000,000 or any larger multiple of $1,000,000, (unless such portion is comprised of Base Rate Loans). If iii) there shall be no such notice is timely received before the end of an Interest Period for any Group of more than five (5) Euro-Dollar Loans, the Borrower shall be deemed to have elected that such Group Groups of Loans outstanding at any time, (iv) no Loan may be continued as, or converted to Base Rate Loans at into, a Euro-Dollar Loan when any Event of Default has occurred and is continuing, and (v) no Interest Period shall extend beyond the end of such Interest PeriodMaturity Date. (b) Each Notice of Interest Rate Election shall specify: (i) the Group of Loans (or portion thereof) to which such notice applies; (ii) the date on which the conversion or continuation selected in such notice is to be effective, which shall comply with the applicable clause of Section 2.08(a)subsection (a) above; (iii) if the Loans comprising such Group are to be converted to converted, the new type of Loans and, if such new Loans are Euro-Dollar Loans, the duration of the next succeeding initial Interest Period applicable thereto; and (iv) if such Loans are to be continued as Euro-Dollar Loans for an additional Interest Period, the duration of such additional Interest Period. Each Interest Period specified in a Notice of Interest Rate Election shall comply with the provisions of the definition of Interest Period. (c) Promptly after receiving Upon receipt of a Notice of Interest Rate Election from the Borrower pursuant to Section 2.08(a)subsection (a) above, the Administrative Agent shall notify each Bank the same day as it receives such Notice of Interest Rate Election of the contents thereof thereof, the interest rates determined pursuant thereto and the Interest Periods (if different from those requested by the Borrower) and such notice shall not thereafter be revocable by the Borrower. (d) The . If the Borrower shall not be entitled fails to elect deliver a timely Notice of Interest Rate Election to convert any Committed Loans to, or continue any Committed Loans the Administrative Agent for an additional Interest Period as, Euro-Dollar Loans if (i) the aggregate principal amount of any Group of Euro-Dollar Loans, such Loans created or continued as a result of such election would in Dollars shall be less than $10,000,000 or (ii) a Default shall have occurred and be continuing when the Borrower delivers notice of such election to the Administrative Agentconverted into Base Rate Loans. (e) If any Committed Loan is converted to a different Type of Loan, the Borrower shall pay, on the date of such conversion, the interest accrued to such date on the principal amount being converted.

Method of Electing Interest Rates. (a) The Loans included in each Committed Borrowing shall bear interest initially at the type of rate specified by the Borrower in the applicable Notice of Committed Borrowing. Thereafter, with respect to Committed Loans only, the Borrower may from time to time elect to change or continue the type of interest rate borne by each Group of Loans (subject in each case to Section 2.08(d) and the provisions of Article 8)VIII and except for any Swing Loans), as follows: (i) if such Loans are Base Rate Loans, the Borrower may elect to convert such Loans to Euro-Dollar Loans as of any Euro-Dollar Business Day; (ii) if such Loans are Euro-Dollar Loans, the Borrower may elect to convert such Loans to Base Rate Loans as of any Domestic Business Day, subject to Section 2.14 if any such conversion is effective on any day other than the last day of an Interest Period applicable to such Loans, or may elect to continue such Loans as Euro-Dollar Loans, as of the end of any Interest Period applicable thereto, Loans for an additional Interest Period, in each case effective on the last day of the then current Interest Period applicable to such Loans. Each such election shall be made by delivering a notice (a “"Notice of Interest ------------------ Rate Election”") to the Administrative Lead Agent not later than 10:30 A.M. at least three (New York City time3) on the third Euro-Dollar Business Day Days ------------- before the conversion or continuation selected in such notice is to be effective (unless the relevant Loans are to be continued as Base Rate Loans, in which case such notice shall be delivered to the Lead Agent no later than 12:00 Noon (New York City time) at least one (1) Domestic Business Day before such continuation is to be effective). A Notice of Interest Rate Election may, if it so specifies, apply to only a portion of the aggregate principal amount of the relevant Group of Loans; provided that (i) such portion is allocated ratably -------- among the Loans comprising such Group and of Loans, (ii) the portion to which such portionnotice applies, and the remaining portion to which such Notice it does not apply, are each at least $10,000,000 2,500,000 or any larger multiple of $1,000,000, (unless such portion is comprised of Base Rate Loans). If iii) there shall be no such notice is timely received before the end of an Interest Period for any Group of more than seven (7) Euro-Dollar LoansBorrowings outstanding at any time under this Agreement, (iv) no Loan may be continued as, or converted into, a Euro-Dollar Loan when any Event of Default has occurred and is continuing, and (v) no Interest Period shall extend beyond the Borrower shall be deemed to have elected that such Group of Loans be converted to Base Rate Loans at the end of such Interest PeriodMaturity Date. (b) Each Notice of Interest Rate Election shall specify: (i) the Group of Loans (or portion thereof) to which such notice applies; (ii) the date on which the conversion or continuation selected in such notice is to be effective, which shall comply with the applicable clause of Section 2.08(a)subsection (a) above; (iii) if the Loans comprising such Group of Loans are to be converted to converted, the new type of Loans and, if such new Loans are Euro-Dollar Loans, the duration of the next succeeding initial Interest Period applicable thereto; and (iv) if such Loans are to be continued as Euro-Dollar Loans for an additional Interest Period, the duration of such additional Interest Period. Each Interest Period specified in a Notice of Interest Rate Election shall comply with the provisions of the definition of Interest Period. (c) Promptly after receiving Upon receipt of a Notice of Interest Rate Election from the Borrower pursuant to Section 2.08(a)subsection (a) above, the Administrative Lead Agent shall notify each Bank on the same day as it receives such Notice of Interest Rate Election of the contents thereof and such notice shall not thereafter be revocable by the Borrower. (d) The . If the Borrower shall not be entitled fails to elect deliver a timely Notice of Interest Rate Election to convert the Lead Agent for any Committed Group of Loans to, or continue any Committed Loans for an additional Interest Period as, that are Euro-Dollar Loans, such Loans if (i) the aggregate principal amount of any Group of Euro-Dollar shall be converted into Base Rate Loans created or continued as a result of such election would be less than $10,000,000 or (ii) a Default shall have occurred and be continuing when the Borrower delivers notice of such election to the Administrative Agent. (e) If any Committed Loan is converted to a different Type of Loan, the Borrower shall pay, on the date last day of such conversion, the interest accrued to such date on the principal amount being convertedthen current Interest Period applicable thereto.

Method of Electing Interest Rates. (a) The Loans included in each Committed Borrowing shall bear interest initially at the type of rate specified by the Borrower in the applicable Notice of Committed Borrowing. Thereafter, the Borrower may from time to time elect to change or continue the type of interest rate borne by each Group of Loans (subject in each case to Section 2.08(d) and the provisions of Article 8)VIII), as follows: (i) if such Loans are Base Rate Loans, the Borrower may elect to convert such Loans to Euro-Dollar Loans as of any Euro-Dollar Business Day;; and (ii) if such Loans are Euro-Dollar Loans, the Borrower may (x) elect to convert such Euro-Dollar Loans to Base Rate Loans as of any Domestic Business Day, subject (y) elect to Section 2.14 if any convert such conversion is effective on any day other than Euro-Dollar Loans to Euro-Dollar Loans with an Interest Period different from the last day of an then current Interest Period applicable to such Loans, Loans as of any Euro-Dollar Business Day or may (z) elect to continue such Loans as Euro-Dollar Loans, as of the end of any Interest Period applicable thereto, Loans for an additional Interest Period beginning on the last day of the then current Interest Period applicable to such Loans; provided that, if the Borrower elects to convert any Euro-Dollar Loans to Base Rate Loans or to Euro-Dollar Loans with a different Interest Period, as of any day other than the last day of the then current Interest Period applicable to such Loans, the Borrower shall reimburse each Bank in accordance with Section 2.14. Each such election shall be made by delivering a notice (a “Notice of Interest Rate Election”) to the Administrative Agent not later than 10:30 A.M. (New York City timei) on the third Euro-Dollar at least one Domestic Business Day before the conversion or continuation selected in such notice is to be effectiveeffective if the relevant Loans are to be converted into Base Rate Loans or (ii) at least three Euro-Dollar Business Days before such conversion or continuation is to be effective if such Loans are to be converted into, or continued as, Euro-Dollar Loans. A Notice of Interest Rate Election may, if it so specifies, apply to only a portion of the aggregate principal amount of the relevant Group of Loans; provided that (i) such portion is allocated ratably among the Loans comprising such Group and (ii) the portion to which such portionNotice applies, and the remaining portion to which such Notice it does not apply, are each at least $10,000,000 (unless such portion is comprised 15,000,000 or any larger multiple of Base Rate Loans). If no such notice is timely received before the end of an Interest Period for any Group of Euro-Dollar Loans, the Borrower shall be deemed to have elected that such Group of Loans be converted to Base Rate Loans at the end of such Interest Period$1,000,000. (b) Each Notice of Interest Rate Election shall specify: (i) the Group of Loans (or portion thereof) to which such notice applies; (ii) the date on which the conversion or continuation selected in such notice is to be effective, which shall comply with the applicable clause of Section 2.08(a)subsection (a) above; (iii) if the Loans comprising whether such Group are of Loans (or portion thereof) is to be converted to Base Rate Loans or Euro-Dollar Loans, the duration of the next succeeding Interest Period applicable thereto; and (iv) if such Loans are to be or continued as Euro-Dollar Loans for an additional Interest Period; and (iv) if such Loans (or portions thereof) are to be converted to or continued as Euro-Dollar Loans, the duration of the Interest Period to be applicable thereto immediately after such additional Interest Periodconversion or continuation. Each Interest Period specified in a Notice of Interest Rate Election shall comply with the provisions of the definition of Interest Period. (c) Promptly after receiving Upon receipt of a Notice of Interest Rate Election from the Borrower pursuant to Section 2.08(a)subsection (a) above, the Administrative Agent shall promptly notify each Bank of the contents thereof and such notice shall not thereafter be revocable by the Borrower. (d) The . If the Borrower shall not be entitled fails to elect deliver a timely Notice of Interest Rate Election to convert the Agent for any Committed Loans to, or continue any Committed Loans for an additional Interest Period as, Euro-Dollar Loans, such Loans if (i) the aggregate principal amount of any Group of Euro-Dollar shall be converted into Base Rate Loans created or continued as a result of such election would be less than $10,000,000 or (ii) a Default shall have occurred and be continuing when the Borrower delivers notice of such election to the Administrative Agent. (e) If any Committed Loan is converted to a different Type of Loan, the Borrower shall pay, on the date last day of such conversion, the interest accrued to such date on the principal amount being convertedthen current Interest Period applicable thereto.

Method of Electing Interest Rates. (a) The Loans included in each Committed Borrowing shall bear interest initially at the type of rate specified by the Borrower in the applicable Notice of Committed Borrowing. Thereafter, the Borrower may from time to time elect to change or continue the type of interest rate borne by each Group of Loans (subject in each case to Section 2.08(d) and the provisions of Article 8)8) , as follows: (i) if such Loans are Base Rate Loans, the Borrower may elect to convert such Loans to Euro-Dollar Loans as of any Euro-Euro- Dollar Business Day; , or (ii) if such Loans are Euro-Dollar Loans, the Borrower Company may elect to convert such Loans to Base Rate Loans as of any Domestic Business Day, subject to Section 2.14 if any such conversion is effective on any day other than the last day of an Interest Period applicable to such Loans, or may elect to continue such Loans as Euro-Dollar Loans, as of the end of any Interest Period applicable thereto, Loans for an additional Interest Period, in each case effective on the last day of the then current Interest Period applicable to such Loans. Each such election shall be made by delivering a notice (a “"Notice of Interest Rate Election”") to the Administrative Agent not later than 10:30 A.M. (New York City time) on the third at least three Euro-Dollar Business Day Days before the conversion or continuation selected in such notice is to be effective. A Notice of Interest Rate Election may, if it so specifies, apply to only a portion of the aggregate principal amount of the relevant Group of Loans; provided that (i) such portion is allocated ratably among the Loans comprising such Group and (ii) the portion to which such portionNotice applies, and the remaining portion to which such Notice it does not apply, are each at least $10,000,000 (unless such portion is comprised 25,000,000 or any larger multiple of Base Rate Loans). If no such notice is timely received before the end of an Interest Period for any Group of Euro-Dollar Loans, the Borrower shall be deemed to have elected that such Group of Loans be converted to Base Rate Loans at the end of such Interest Period$5,000,000. (b) Each Notice of Interest Rate Election shall specify: : (i) the Group of Loans (or portion thereof) to which such notice applies; ; (ii) the date on which the conversion or continuation selected in such notice is to be effective, which shall comply with the applicable clause of Section 2.08(a); subsection (a) above; (iii) if the Loans comprising such Group are to be converted to converted, the new type of Loans and, if such new Loans are Euro-Dollar Loans, the duration of the next succeeding initial Interest Period applicable thereto; and and (iv) if such Loans are to be continued as Euro-Dollar Loans for an additional Interest Period, the duration of such additional Interest Period. Each Interest Period specified in a Notice of Interest Rate Election shall comply with the provisions of the definition of Interest Period. (c) Promptly after receiving Upon receipt of a Notice of Interest Rate Election from the Borrower pursuant to Section 2.08(a)subsection (a) above, the Administrative Agent shall promptly notify each Bank of the contents thereof and such notice shall not thereafter be revocable by the Borrower. (d) The . If the Borrower shall not be entitled fails to elect deliver a timely Notice of Interest Rate Election to convert any Committed Loans to, or continue any Committed Loans the Agent for an additional Interest Period as, Euro-Dollar Loans if (i) the aggregate principal amount of any Group of Euro-Dollar Loans, such Loans created or continued as a result of such election would shall be less than $10,000,000 or (ii) a Default shall have occurred and be continuing when the Borrower delivers notice of such election to the Administrative Agent. (e) If any Committed Loan is converted to a different Type of Loan, the Borrower shall pay, into Base Rate Loans on the date last day of such conversion, the interest accrued to such date on the principal amount being convertedthen current Interest Period applicable thereto.

Method of Electing Interest Rates. (a) The Loans included in each Committed Borrowing shall bear interest initially at the type of rate specified by the Borrower in the applicable Notice of Committed Borrowing. Thereafter, the Borrower may from time to time elect to change or continue the type of interest rate borne by each Group of Loans (subject in each case to Section 2.08(d) and the provisions of Article 8), as follows: (i) if such Loans are Base Rate Loans, the Borrower may elect to convert such Loans to Euro-Dollar Loans as of any Euro-Dollar Business Day; (ii) if such Loans are Euro-Dollar Loans, the Borrower may elect to convert such Loans to Base Rate Loans as of any Domestic Euro-Dollar Business Day, subject to Section 2.14 if any 2.11 in the event that such conversion day is effective on any day other than not the last day of an the then current Interest Period applicable to such Loans; and (iii) if such Loans are Euro-Dollar Loans, or the Borrower may elect to continue such Loans as Euro-Dollar Loans, as of the end of any Interest Period applicable thereto, Loans for an additional Interest Period, in each case effective on the last day of the then current Interest Period applicable to such Loans. Each such election shall be made by delivering a notice (a “Notice of Interest Rate Election”"NOTICE OF INTEREST RATE ELECTION") to the Administrative Agent not later than 10:30 A.M. (New York City time) on the third at least three Euro-Dollar Business Day Days (or, if such Notice of Interest Rate Election specifies that the duration of any Interest Period is requested to be twelve months, at least five Euro-Dollar Business Days) before the conversion or continuation selected in such notice is to be effective. A Notice of Interest Rate Election may, if it is so specifiesspecified, apply to only a portion of the aggregate principal amount of the relevant Group of Loans; provided that (i) such portion is allocated ratably among the Loans comprising such Group and (ii) the portion to which such portionnotice applies, and the remaining portion to which such Notice it does not apply, are each at least $10,000,000 (unless such portion is comprised of Base Rate Loans). If no such notice is timely received before the end of an Interest Period for any Group of Euro-Dollar Loans, the Borrower shall be deemed to have elected that such Group of Loans be converted to Base Rate Loans at the end of such Interest Period2,000,000. (b) Each Notice of Interest Rate Election shall specify: (i) the Group of Loans (or portion thereof) to which such notice applies; (ii) the date on which the conversion or continuation selected in such notice is to be effective, which shall comply with the applicable clause of Section 2.08(a)subsection (a) above; (iii) if the Loans comprising such Group are to be converted to converted, the new Type of Loans and, if such new Loans are Euro-Dollar Loans, the duration of the next succeeding initial Interest Period applicable thereto; and (iv) if such Loans are to be continued as Euro-Dollar Loans for an additional Interest Period, the duration of such additional Interest Period. Each Interest Period specified in a Notice of Interest Rate Election shall comply with the provisions of the definition of Interest Period. (c) Promptly after receiving Upon receipt of a Notice of Interest Rate Election from the Borrower pursuant to Section 2.08(a)subsection (a) above, the Administrative Agent shall promptly notify each Bank of the contents thereof and such notice shall not thereafter be revocable by the Borrower. (d) The . If the Borrower shall not be entitled fails to elect deliver a timely Notice of Interest Rate Election to convert any Committed Loans to, or continue any Committed Loans the Administrative Agent for an additional Interest Period as, Euro-Dollar Loans if (i) the aggregate principal amount of any Group of Euro-Dollar Loans, such Loans created or continued as a result of such election would shall be less than $10,000,000 or (ii) a Default shall have occurred and be continuing when the Borrower delivers notice of such election to the Administrative Agent. (e) If any Committed Loan is converted to a different Type of Loan, the Borrower shall pay, into Base Rate Loans on the date last day of such conversion, the interest accrued then current Interest Period applicable thereto. A continuation or conversion pursuant to such date on the principal amount being convertedthis Section 2.06 is not a Borrowing subject to Section 3.02.

Method of Electing Interest Rates. (a) The Loans included in each Committed Borrowing shall bear interest initially at the type of rate specified by the Borrower in the applicable Notice of Committed Borrowing. Thereafter, the Borrower may from time to time elect to change or continue the type of interest rate borne by each Group of Loans Loan (subject in each case to Section 2.08(d) and the provisions of Article 8)VIII), as follows: (i) if such Loans are Base Rate Loans, the Borrower may elect to convert all or any portion of such Loans to Euro-Dollar LIBOR Loans as of any Euro-Dollar LIBOR Business Day; (ii) if such Loans are Euro-Dollar LIBOR Loans, the Borrower may elect to convert all or any portion of such Loans to Base Rate Loans and/or elect to continue all or any portion of such Loans as of any Domestic Business DayLIBOR Loans for an additional Interest Period or additional Interest Periods, subject to Section 2.14 if any such conversion is in each case effective on any day other than the last day of an the then current Interest Period applicable to such Loans, or may elect on such other date designated by Borrower in the Notice of Interest Rate Election provided Borrower shall pay any losses pursuant to continue such Loans as Euro-Dollar Loans, as of the end of any Interest Period applicable thereto, for an additional Interest PeriodSection 2.13. Each such election shall be made by delivering a notice in the form of Exhibit "G" (a “"Notice of Interest Rate Election”") to the Administrative Agent not later than 10:30 by 11:00 A.M. (New York City San Francisco time) on the third Euro-Dollar at least three (3) LIBOR Business Day Days before the conversion or continuation selected in such notice is to be effective. A Notice of Interest Rate Election may, if it so specifies, apply to only a portion of the aggregate principal amount of the relevant Group of Loans; provided that (i) such portion is allocated ratably among the Loans comprising such Group and Loans, (ii) the portion to which such portionNotice applies, and the remaining portion to which such Notice it does not apply, are each $3,000,000 or any larger multiple of $100,000, (iii) there shall be no more than five (5) LIBOR Loans outstanding at least $10,000,000 any time, (unless such portion iv) no Committed Loan may be continued as, or converted into, a LIBOR Loan when any Event of Default has occurred and is comprised of Base Rate Loans). If continuing, and (v) no such notice is timely received before the end of an Interest Period for any Group of Euro-Dollar Loans, shall extend beyond the Borrower shall be deemed to have elected that such Group of Loans be converted to Base Rate Loans at the end of such Interest PeriodMaturity Date. (b) Each Notice of Interest Rate Election shall specify: (i) the Group of Loans (or portion thereof) to which such notice applies; (ii) the date on which the conversion or continuation selected in such notice is to be effective, which shall comply with the applicable clause of Section 2.08(a)subsection (a) above; (iii) if the Loans comprising such Group are to be converted to Euro-Dollar converted, the new type of Loans and, if such new Loans are LIBOR Loans, the duration of the next succeeding initial Interest Period applicable thereto; and (iv) if such Loans are to be continued as Euro-Dollar LIBOR Loans for an additional Interest Period, the duration of such additional Interest Period. Each Interest Period specified in a Notice of Interest Rate Election shall comply with the provisions of the definition of Interest Period. (c) Promptly after receiving Upon receipt of a Notice of Interest Rate Election from the Borrower pursuant to Section 2.08(a)subsection (a) above, the Administrative Agent shall notify each Bank the same day as it receives such Notice of Interest Rate Election of the contents thereof and the Interest Periods (if different from those requested by the Borrower) and such notice shall not thereafter be revocable by the Borrower. (d) The Borrower shall not be entitled to elect to convert any Committed Loans to, or continue any Committed Loans for an additional Interest Period as, Euro-Dollar Loans if (i) the aggregate principal amount of any Group of Euro-Dollar Loans created or continued as a result of such election would be less than $10,000,000 or (ii) a Default shall have occurred and be continuing when . If the Borrower delivers notice fails to deliver a timely Notice of such election Interest Rate Election to the Administrative Agent. Agent for any LIBOR Loans, such Loans shall be converted into Base Rate Loans on the last day of the then current Interest Period applicable thereto. Within one LIBOR Business Day after receipt of a Notice of Interest Rate Election from the Borrower pursuant to subsection (ea) If any Committed Loan is converted to a different Type of Loanabove, the Borrower Administrative Agent shall pay, on the date notify each Bank of such conversion, the interest accrued to such date on the principal amount being convertedrates determined pursuant thereto.

Method of Electing Interest Rates. (a) The Loans included in each Committed Borrowing shall bear interest initially at the type of rate specified by the Borrower Company in the applicable Notice of Committed Borrowing. Thereafter, the Borrower Company may from time to time elect to change or continue the type of interest rate borne by each Group of Loans (subject to Section 2.08(d) and the provisions of Article 8), as follows: (i) if such Loans are Base Rate Loans, the Borrower Company may elect to convert such Loans to Euro-Dollar Loans as of any Euro-Dollar Business Day;; and (ii) if such Loans are Euro-Dollar Loans, the Borrower Company may elect to convert such Loans to Base Rate Loans as of any Domestic Business Day, subject to Section 2.14 if any such conversion is effective on any day other than the last day of an Interest Period applicable to such Loans, or may elect to continue such Loans as Euro-Dollar Loans, as of the end of any Interest Period applicable thereto, Loans for an additional Interest Period, in each case as of the last day of the then current Interest Period applicable thereto. Each such election shall be made by delivering a notice (a “Notice of Interest Rate Election”) to the Administrative Agent not later than 10:30 A.M. 12:00 noon (New York City time) on the third Euro-Dollar Business Day before the conversion or continuation selected in such notice is to be effective. A Notice of Interest Rate Election may, if it so specifies, apply to only a portion of the aggregate principal amount of the relevant Group of Loans; provided that (i) such portion is allocated ratably among the Loans comprising such Group and (ii) the portion to which such portionNotice applies, and the remaining portion to which such Notice it does not apply, are each at least $10,000,000 25,000,000 (unless such portion is comprised of Base Rate Loans). If no such notice is timely received before the end of an Interest Period for any Group of Euro-Dollar Loans, the Borrower Company shall be deemed to have elected that such Group of Loans be converted to Base Rate Loans that, at the end of such Interest Period, such Group of Loans be continued as Euro-Dollar Loans for an additional Interest Period of one month (subject to the provisions of the definition of Interest Period). (b) Each Notice of Interest Rate Election shall specify: (i) the Group of Loans (or portion thereof) to which such notice applies; (ii) the date on which the conversion or continuation selected in such notice is to be effective, which shall comply with the applicable clause of Section 2.08(a); (iii) if the Loans comprising such Group are to be converted converted, the new type of Loans and, if the Loans resulting from such conversion are to be Euro-Dollar Loans, the duration of the next succeeding Interest Period applicable thereto; and (iv) if such Loans are to be continued as Euro-Dollar Loans for an additional Interest Period, the duration of such additional Interest Period. Each Interest Period specified in a Notice of Interest Rate Election shall comply with the provisions of the definition of Interest Period. (c) Promptly after receiving a Notice of Interest Rate Election from the Borrower Company pursuant to Section 2.08(a), the Administrative Agent shall notify each Bank of the contents thereof and such notice shall not thereafter be revocable by the BorrowerCompany. (d) The Borrower Company shall not be entitled to elect to convert any Committed Loans to, or continue any Committed Loans for an additional Interest Period as, Euro-Dollar Loans if (i) the aggregate principal amount of any Group of Euro-Dollar Loans created or continued as a result of such election would be less than $10,000,000 25,000,000 or (ii) a Default shall have occurred and be continuing when the Borrower Company delivers notice of such election to the Administrative Agent. (e) If any Committed Loan is converted to a different Type type of Loan, the Borrower Company shall pay, on the date of such conversion, the interest accrued to such date on the principal amount being converted.

Method of Electing Interest Rates. (a) The Loans included in each Committed Borrowing shall bear interest initially at the type of rate specified by the Borrower in the applicable Notice of Committed Borrowing. Thereafter, the Borrower may from time to time elect to change or continue the type of interest rate borne by each Group of Loans (subject in each case to Section 2.08(d) and the provisions of Article 8)VIII and except for any Swing Loans), as follows: (i) if such Loans are Base Rate Loans, the Borrower may elect to convert such Loans to Euro-Dollar Loans as of any Euro-Dollar Business Day; (ii) if such Loans are Euro-Dollar Loans, the Borrower may elect to convert such Loans to Base Rate Loans as of any Domestic Business Day, subject to Section 2.14 if any such conversion is effective on any day other than the last day of an Interest Period applicable to such Loans, or may elect to continue such Loans as Euro-Dollar Loans, as of the end of any Interest Period applicable thereto, Loans for an additional Interest Period, in each case effective on the last day of the then current Interest Period applicable to such Loans. Each such election shall be made by delivering a notice (a “"Notice of Interest ------------------ Rate Election”") to the Administrative Lead Agent not later than 10:30 A.M. at least three (New York City time3) on the third Euro-Dollar Business Day Days ------------- before the conversion or continuation selected in such notice is to be effective (unless the relevant Loans are to be continued as Base Rate Loans, in which case such notice shall be delivered to the Lead Agent no later than 12:00 Noon (New York City time) at least one (1) Domestic Business Day before such continuation is to be effective). A Notice of Interest Rate Election may, if it so specifies, apply to only a portion of the aggregate principal amount of the relevant Group of Loans; provided that (i) such portion is allocated ratably -------- among the Loans comprising such Group and Group, (ii) the portion to which such portionnotice applies, and the remaining portion to which such Notice it does not apply, are each at least $10,000,000 2,500,000 or any larger multiple of $1,000,000, (unless such portion is comprised of Base Rate Loans). If iii) there shall be no such notice is timely received before the end of an Interest Period for any Group of more than seven (7) Euro-Dollar LoansBorrowings outstanding at any time under this Agreement, (iv) no Loan may be continued as, or converted into, a Euro-Dollar Loan when any Event of Default has occurred and is continuing, and (v) no Interest Period shall extend beyond the Borrower shall be deemed to have elected that such Group of Loans be converted to Base Rate Loans at the end of such Interest PeriodMaturity Date. (b) Each Notice of Interest Rate Election shall specify: (i) the Group of Loans (or portion thereof) to which such notice applies; (ii) the date on which the conversion or continuation selected in such notice is to be effective, which shall comply with the applicable clause of Section 2.08(a)subsection (a) above; (iii) if the Loans comprising such Group are to be converted to converted, the new type of Loans and, if such new Loans are Euro-Dollar Loans, the duration of the next succeeding initial Interest Period applicable thereto; and (iv) if such Loans are to be continued as Euro-Dollar Loans for an additional Interest Period, the duration of such additional Interest Period. Each Interest Period specified in a Notice of Interest Rate Election shall comply with the provisions of the definition of Interest Period. (c) Promptly after receiving Upon receipt of a Notice of Interest Rate Election from the Borrower pursuant to Section 2.08(a)subsection (a) above, the Administrative Lead Agent shall notify each Bank on the same day as it receives such Notice of Interest Rate Election of the contents thereof and such notice shall not thereafter be revocable by the Borrower. (d) The . If the Borrower shall not be entitled fails to elect deliver a timely Notice of Interest Rate Election to convert any Committed Loans to, or continue any Committed Loans the Lead Agent for an additional Interest Period as, Euro-Dollar Loans if (i) the aggregate principal amount of any Group of Euro-Dollar Loans, such Loans created or continued as a result of such election would shall be less than $10,000,000 or (ii) a Default shall have occurred and be continuing when the Borrower delivers notice of such election to the Administrative Agent. (e) If any Committed Loan is converted to a different Type of Loan, the Borrower shall pay, into Base Rate Loans on the date last day of such conversion, the interest accrued to such date on the principal amount being convertedthen current Interest Period applicable thereto.

Method of Electing Interest Rates. (a) The Loans included in each Committed Borrowing shall bear interest initially at the type of rate specified by the Borrower in the applicable Notice of Committed Borrowing. Thereafter, the Borrower may from time to time elect to change or continue the type of interest rate borne by each Group of Loans (subject in each case to Section 2.08(d) and the provisions of Article 8), as follows: (i) if such Loans are Base Rate Loans, the Borrower may elect to convert such Loans to Euro-Dollar Loans as of any Euro-Dollar Business Day; , or (ii) if such Loans are Euro-Dollar Loans, the Borrower may elect to convert such Loans to Base Rate Loans as of any Domestic Business Day, subject to Section 2.14 if any such conversion is effective on any day other than the last day of an Interest Period applicable to such Loans, or may elect to continue such Loans as Euro-Dollar Loans, as of the end of any Interest Period applicable thereto, Loans for an additional Interest Period, in each case effective on the last day of the then current Interest Period applicable to such Loans. Each such election shall be made by delivering a notice (a “Notice of Interest Rate Election”"NOTICE OF INTEREST RATE ELECTION") to the Administrative Agent not later than 10:30 A.M. (New York City time) on the third at least three Euro-Dollar Business Day Days before the conversion or continuation selected in such notice is to be effective. A Notice of Interest Rate Election may, if it so specifies, apply to only a portion of the aggregate principal amount of the relevant Group of Loans; provided that (i) such portion is allocated ratably among the Loans comprising such Group and (ii) the portion to which such portionNotice applies, and the remaining portion to which such Notice it does not apply, are each at least $10,000,000 (unless such portion is comprised 25,000,000 or any larger multiple of Base Rate Loans). If no such notice is timely received before the end of an Interest Period for any Group of Euro-Dollar Loans, the Borrower shall be deemed to have elected that such Group of Loans be converted to Base Rate Loans at the end of such Interest Period$5,000,000. (b) Each Notice of Interest Rate Election shall specify: : (i) the Group of Loans (or portion thereof) to which such notice applies; ; (ii) the date on which the conversion or continuation selected in such notice is to be effective, which shall comply with the applicable clause of Section 2.08(a); subsection (a) above; (iii) if the Loans comprising such Group are to be converted to converted, the new type of Loans and, if such new Loans are Euro-Dollar Loans, the duration of the next succeeding initial Interest Period applicable thereto; and and (iv) if such Loans are to be continued as Euro-Dollar Loans for an additional Interest Period, the duration of such additional Interest Period. Each Interest Period specified in a Notice of Interest Rate Election shall comply with the provisions of the definition of Interest Period. (c) Promptly after receiving Upon receipt of a Notice of Interest Rate Election from the Borrower pursuant to Section 2.08(a)subsection (a) above, the Administrative Agent shall promptly notify each Bank of the contents thereof and such notice shall not thereafter be revocable by the Borrower. (d) The . If the Borrower shall not be entitled fails to elect deliver a timely Notice of Interest Rate Election to convert any Committed Loans to, or continue any Committed Loans the Agent for an additional Interest Period as, Euro-Dollar Loans if (i) the aggregate principal amount of any Group of Euro-Dollar Loans, such Loans created or continued as a result of such election would shall be less than $10,000,000 or (ii) a Default shall have occurred and be continuing when the Borrower delivers notice of such election to the Administrative Agent. (e) If any Committed Loan is converted to a different Type of Loan, the Borrower shall pay, into Base Rate Loans on the date last day of such conversion, the interest accrued to such date on the principal amount being convertedthen current Interest Period applicable thereto.

Method of Electing Interest Rates. (a) The Loans included in each Committed Borrowing shall bear interest initially at the type of rate specified by the Borrower in the applicable Notice of Committed Borrowing. Thereafter, the Borrower may from time to time elect to change or continue the type of interest rate borne by each Group of Term Loans or Revolving Loans (subject to Section 2.08(dsubsection (d) and the provisions of Article 8), as follows: (i) if such Loans are Base Rate Loans, the Borrower may elect to convert such Loans to Euro-Dollar Loans as of any Euro-Dollar Business Day;; and (ii) if such Loans are Euro-Dollar Loans, the Borrower may elect to convert such Loans to Base Rate Loans as of any Domestic Business DayDay or elect to continue such Loans as Euro-Dollar Loans for an additional Interest Period, subject to Section 2.14 2.11 if any such conversion is effective on any day other than the last day of an Interest Period applicable to such Loans, or may elect to continue such Loans as Euro-Dollar Loans, as of the end of any Interest Period applicable thereto, for an additional Interest Period. Each such election shall be made by delivering a notice (a “Notice of Interest Rate Election”) to the Administrative Agent not later than 10:30 11:30 A.M. (New York City time) on the third Euro-Dollar Business Day before the conversion or continuation selected in such notice is to be effective. A Notice of Interest Rate Election may, if it so specifies, apply to only a portion of the aggregate principal amount of the relevant Group of Loans; provided that (i) such portion is allocated ratably among the Loans comprising such Group and (ii) the portion to which such portionNotice applies, and the remaining portion to which such Notice it does not apply, are each at least $10,000,000 (unless such portion is comprised of Base Rate Loans). If no such notice is timely received before the end of an Interest Period for any Group of Euro-Dollar Loans, the Borrower shall be deemed to have elected that such Group of Loans be converted to Base Rate Loans at the end of such Interest Period. (b) Each Notice of Interest Rate Election shall specify: (i) the Group of Loans (or portion thereof) to which such notice applies; (ii) the date on which the conversion or continuation selected in such notice is to be effective, which shall comply with the applicable clause of Section 2.08(a)subsection (a) above; (iii) if the Loans comprising such Group are to be converted converted, the new Type of Loans and, if the Loans resulting from such conversion are to be Euro-Dollar Loans, the duration of the next succeeding Interest Period applicable thereto; and (iv) if such Loans are to be continued as Euro-Dollar Loans for an additional Interest Period, the duration of such additional Interest Period. Each Interest Period specified in a Notice of Interest Rate Election shall comply with the provisions of the definition of Interest Period. (c) Promptly after receiving a Notice of Interest Rate Election from the Borrower pursuant to Section 2.08(a)subsection (a) above, the Administrative Agent shall notify each Bank Lender of the contents thereof and such notice shall not thereafter be revocable by the Borrower. (d) The Borrower shall not be entitled to elect to convert any Committed Loans to, or continue any Committed Loans for an additional Interest Period as, Euro-Dollar Loans if (i) the aggregate principal amount of any Group of Euro-Dollar Loans created or continued as a result of such election would be less than $10,000,000 or (ii) a Default shall have occurred and be continuing exist when the Borrower delivers notice of such election to the Administrative Agent. (e) If any Committed Loan is converted to a different Type of Loan, the Borrower shall pay, on the date of such conversion, the interest accrued to such date on the principal amount being converted.

Method of Electing Interest Rates. (a) The Loans included in each Committed Borrowing shall bear interest initially at the type of rate specified by the Borrower in the applicable Notice of Committed Borrowing. Thereafter, the Borrower may from time to time elect to change or continue the type of interest rate borne by each Group of Loans (subject in each case to Section 2.08(d) and the provisions of Article 8)VIII), as follows: (i) if such Loans are Alternate Base Rate Loans, the Borrower may elect to convert such Loans to Euro-Dollar Loans as of any Euro-Dollar Business Day; (ii) if such Loans are Euro-Dollar Loans, the Borrower may elect to convert such Loans to Alternate Base Rate Loans as of any Domestic Business Day, subject to Section 2.14 if any such conversion is effective on any day other than the last day of an Interest Period applicable to such Loans, or may elect to continue such Loans as Euro-Dollar Loans, as of the end of any Interest Period applicable thereto, Loans for an additional Interest Period, in each case effective on the last day of the then current Interest Period applicable to such Loans. Each such election shall be made by delivering a notice (a “Notice of Interest Rate Election”) to the Administrative Agent not later than 10:30 A.M. at least three (New York City time3) on the third Euro-Dollar Business Day Days before the conversion or continuation selected in such notice is to be effective (unless the relevant Loans are to be continued as Alternate Base Rate Loans, in which case such notice shall be delivered to the Administrative Agent no later than 12:00 Noon (New York City time) at least one (1) Domestic Business Day before such continuation is to be effective). A Notice of Interest Rate Election may, if it so specifies, apply to only a portion of the aggregate principal amount of the relevant Group of Loans; provided that (i) such portion is allocated ratably among the Loans comprising such Group and Group, (ii) the portion to which such portionnotice applies, and the remaining portion to which such Notice it does not apply, are each at least $10,000,000 5,000,000 or any larger multiple of $1,000,000, (unless such portion is iii) subject to Section 2.1, there shall be no more than ten (10) Borrowings comprised of Base Rate Loans). If no such notice is timely received before the end of an Interest Period for any Group of Euro-Dollar LoansLoans outstanding at any time under this Agreement, (iv) no Loan may be continued as, or converted into, a Euro-Dollar Loan when any Event of Default has occurred and is continuing, and (v) no Interest Period shall extend beyond the Borrower shall be deemed to have elected that such Group of Loans be converted to Base Rate Loans at the end of such Interest PeriodMaturity Date. (b) Each Notice of Interest Rate Election shall specify: (i) the Group of Loans (or portion thereof) to which such notice applies; (ii) the date on which the conversion or continuation selected in such notice is to be effective, which shall comply with the applicable clause of Section 2.08(a)subsection (a) above; (iii) if the Loans comprising such Group are to be converted to converted, the new type of Loans and, if such new Loans are Euro-Dollar Loans, the duration of the next succeeding initial Interest Period applicable thereto; and (iv) if such Loans are to be continued as Euro-Dollar Loans for an additional Interest Period, the duration of such additional Interest Period. Each Interest Period specified in a Notice of Interest Rate Election shall comply with the provisions of the definition of Interest Period. (c) Promptly after receiving Upon receipt of a Notice of Interest Rate Election from the Borrower pursuant to Section 2.08(a)subsection (a) above, the Administrative Agent shall notify each Bank on the same day as it receives such Notice of Interest Rate Election of the contents thereof and such notice shall not thereafter be revocable by Borrower. If Borrower fails to deliver a timely Notice of Interest Rate Election to the Borrower. (d) The Borrower shall not be entitled to elect to convert any Committed Loans to, or continue any Committed Loans Administrative Agent for an additional Interest Period as, Euro-Dollar Loans if (i) the aggregate principal amount of any Group of Euro-Dollar Loans, such Loans created or continued as a result of such election would shall be less than $10,000,000 or (ii) a Default shall have occurred and be continuing when the Borrower delivers notice of such election to the Administrative Agent. (e) If any Committed Loan is converted to a different Type of Loan, the Borrower shall pay, into Alternate Base Rate Loans on the date last day of such conversion, the interest accrued to such date on the principal amount being convertedthen current Interest Period applicable thereto.

Method of Electing Interest Rates. (a) The Loans included in each Committed Borrowing shall bear interest initially at the type of rate specified by the Borrower in the applicable Notice of Committed Borrowing. Thereafter, the Borrower may from time to time elect to change or continue the type of interest rate borne by each Group of Loans (subject to Section 2.08(d) and the provisions of Article 8), as follows: (i) if such Loans are Base Rate Loans, the Borrower may elect to convert such Loans to Euro-Dollar Loans as of any Euro-Dollar Business Day;; and (ii) if such Loans are Euro-Dollar Loans, the Borrower may elect to convert such Loans to Base Rate Loans as of any Domestic Business DayDay or to continue such Loans as Euro-Dollar Loans for an additional Interest Period, subject to Section 2.14 if any such conversion is effective on any day other than the last day of an Interest Period applicable to such Loans, or may elect to continue such Loans as Euro-Dollar Loans, as of the end of any Interest Period applicable thereto, for an additional Interest Period. Each such election shall be made by delivering a notice (a “"Notice of Interest Rate Election”") to the Administrative Agent not later than 10:30 A.M. (New York City time) on the third Euro-Dollar Business Day before the conversion or continuation selected in such notice is to be effective. A Notice of Interest Rate Election may, if it so specifies, apply to only a portion of the aggregate principal amount of the relevant Group of Loans; provided that (i) such portion is allocated ratably among the Loans comprising such Group and (ii) the portion to which such portionNotice applies, and the remaining portion to which such Notice it does not apply, are each at least $10,000,000 25,000,000 (unless such portion is comprised of Base Rate Loans). If no such notice is timely received before the end of an Interest Period for any Group of Euro-Dollar Loans, the Borrower shall be deemed to have elected that such Group of Loans be converted to Base Rate Loans at the end of such Interest Period. (b) Each Notice of Interest Rate Election shall specify: (i) the Group of Loans (or portion thereof) to which such notice applies; (ii) the date on which the conversion or continuation selected in such notice is to be effective, which shall comply with the applicable clause of Section 2.08(a)) above; (iii) if the Loans comprising such Group are to be converted converted, the new type of Loans and, if the Loans resulting from such conversion are to be Euro-Dollar Loans, the duration of the next succeeding Interest Period applicable thereto; and (iv) if such Loans are to be continued as Euro-Dollar Loans for an additional Interest Period, the duration of such additional Interest Period. Each Interest Period specified in a Notice of Interest Rate Election shall comply with the provisions of the definition of Interest Period. (c) Promptly after receiving a Notice of Interest Rate Election from the Borrower pursuant to Section 2.08(a)) above, the Administrative Agent shall notify each Bank of the contents thereof and such notice shall not thereafter be revocable by the Borrower. (d) The Borrower shall not be entitled to elect to convert any Committed Loans to, or continue any Committed Loans for an additional Interest Period as, Euro-Dollar Loans if (i) the aggregate principal amount of any Group of Euro-Dollar Loans created or continued as a result of such election would be less than $10,000,000 25,000,000 or (ii) a Default shall have occurred and be continuing when the Borrower delivers notice of such election to the Administrative Agent. (e) If any Committed Loan is converted to a different Type type of Loan, the Borrower shall pay, on the date of such conversion, the interest accrued to such date on the principal amount being converted. (f) A conversion or continuation pursuant to this Section 2.08 is not a Borrowing.

Method of Electing Interest Rates. (a) The Loans included in each Committed Borrowing shall bear interest initially at the type of rate specified by the Borrower or the applicable Qualified Borrower in the applicable Notice of Committed Borrowing. Thereafter, the Borrower or the applicable Qualified Borrower (or the Borrower on behalf of the applicable Qualified Borrower) may from time to time elect to change or continue the type of interest rate borne by each Group of Loans (subject in each case to Section 2.08(d) and the provisions of Article 8)VIII), as follows: (i) if such Loans are Base Rate Loans, the Borrower or the applicable Qualified Borrower may elect to convert all or any portion of such Loans to Euro-Dollar Loans as of any Euro-Dollar Business Day; (ii) if such Loans are Euro-Dollar Loans, (a) denominated in Dollars, the Borrower or the applicable Qualified Borrower (or the Borrower on behalf of the applicable Qualified Borrower) may elect to convert all or any portion of such Loans to Base Rate Loans and/or elect to continue all or any portion of such Loans as Euro-Dollar Loans for an additional Interest Period or additional Interest Periods, or (b) denominated in an Alternate Currency, the Borrower or the applicable Qualified Borrower (or the Borrower on behalf of the applicable Qualified Borrower) may elect to continue all or any Domestic Business Dayportion of such Loans as Euro-Dollar Loans for an additional Interest Period or additional Interest Periods, subject to Section 2.14 if any such conversion is in each case effective on any day other than the last day of an the then current Interest Period applicable to such Loans, or may elect to continue on such Loans as Euro-Dollar Loans, as other date designated by Borrower or the applicable Qualified Borrower (or the Borrower on behalf of the end applicable Qualified Borrower) in the Notice of Interest Rate Election provided Borrower or the applicable Qualified Borrower (or the Borrower on behalf of the applicable Qualified Borrower) shall pay any Interest Period applicable thereto, for an additional Interest Periodlosses pursuant to Section 2.13. Each such election shall be made by delivering a notice (a “Notice of Interest Rate Election”) to the Administrative Agent not later than 10:30 A.M. at least three (New York City time3) on the third Euro-Dollar Business Day Days before the conversion or continuation selected in such notice is to be effective. A Notice of Interest Rate Election may, if it so specifies, apply to only a portion of the aggregate principal amount of the relevant Group of Loans; provided that (i) such portion is allocated ratably among the Loans comprising such Group and of Loans, (ii) the portion to which such portionNotice of Interest Rate Election applies, and the remaining portion to which such Notice it does not apply, are each at least an amount, the Dollar Equivalent Amount of which is $10,000,000 500,000 or any larger multiple of $100,000, (unless such portion is comprised of Base Rate Loansiii) there shall be no more than fifteen (15) (twenty (20) in the event Borrower exercises its option to increase the Commitments under Section 2.1(b). If no such notice is timely received before the end of an Interest Period for any Group of ) Euro-Dollar Loans, the Borrower shall be deemed to have elected that such Group Groups of Loans and Money Market Loans outstanding at any one time, of which, no more than five (5) Euro-Dollar Groups of Loans may be Alternate Currency Loans with Interest Periods of less than 30 days, (iv) no Committed Loan may be continued as, or converted to Base Rate Loans at into, a Euro-Dollar Loan when any Event of Default has occurred and is continuing, and (v) no Interest Period shall extend beyond the end of such Interest PeriodMaturity Date. (b) Each Notice of Interest Rate Election shall specify: (i) the Group of Loans (or portion thereof) to which such notice applies; (ii) the date on which the conversion or continuation selected in such notice is to be effective, which shall comply with the applicable clause of Section 2.08(a)subsection (a) above; (iii) if the Loans comprising such Group of Loans are to be converted to converted, the new type of Loans and, if such new Loans are Euro-Dollar Loans, the duration of the next succeeding initial Interest Period applicable thereto; and (iv) if such Loans are to be continued as Euro-Dollar Loans for an additional Interest Period, the duration of such additional Interest Period. Each Interest Period specified in a Notice of Interest Rate Election shall comply with the provisions of the definition of Interest Period. (c) Promptly after receiving Upon receipt of a Notice of Interest Rate Election from the Borrower or the applicable Qualified Borrower pursuant to Section 2.08(a)subsection (a) above, the Administrative Agent shall notify each Bank the same day as it receives such Notice of Interest Rate Election of the contents thereof thereof, the interest rates determined pursuant thereto and the Interest Periods (if different from those requested by the Borrower or the applicable Qualified Borrower) and such notice shall not thereafter be revocable by the Borrower or the applicable Qualified Borrower. If the Borrower or Qualified Borrower fails to deliver a timely Notice of Interest Rate Election to the Administrative Agent for any Group of Loans which are Euro-Dollar Loans, such Loans shall be converted into Base Rate Loans or, in the case of Euro-Dollar Loans denominated in an Alternate Currency, continued as a Euro-Dollar Loan with an Interest Period of one (1) month, on the last day of the then current Interest Period applicable thereto. (d) The Borrower shall not be entitled to elect to convert any Committed Loans to, or continue any Committed Loans for an additional Interest Period as, Euro-Dollar Loans if (i) the aggregate principal amount of any Group of Euro-Dollar Loans created or continued as a result of such election would be less than $10,000,000 or (ii) a Default shall have occurred and be continuing when the Borrower delivers notice of such election to the Administrative Agent. (e) If any Committed Loan is converted to a different Type of Loan, the Borrower shall payfail to pay any principal of or interest on any Money Market Loan when due, such Money Market Loan shall bear interest, payable on demand, for each day until paid at a rate per annum equal to the date Base Rate until (in the case of a failure to pay interest) such conversion, failure shall become an Event of Default and thereafter (or immediately in the interest accrued case of a failure to pay principal) at a rate per annum equal to the sum of 2% plus the Base Rate for such date on the principal amount being convertedday.

Method of Electing Interest Rates. (a) The Loans included in each Committed Borrowing shall bear interest initially at the type of rate specified by the Borrower in the applicable Notice of Committed Borrowing. Thereafter, the Borrower may from time to time elect to change or continue the type of interest rate borne by each Group of Term Loans or Revolving Loans (subject to Section 2.08(dsubsection (d) and the provisions of Article 8), as follows: (i) if such Loans are Base Rate Loans, the Borrower may elect to convert such Loans to Euro-Dollar Loans as of any Euro-Dollar Business Day;; and (ii) if such Loans are Euro-Dollar Loans, the Borrower may elect to convert such Loans to Base Rate Loans as of any Domestic Business DayDay or elect to continue such Loans as Euro-Dollar Loans for an additional Interest Period, subject to Section 2.14 2.11 if any such conversion is effective on any day other than the last day of an Interest Period applicable to such Loans, or may elect to continue such Loans as Euro-Dollar Loans, as of the end of any Interest Period applicable thereto, for an additional Interest Period. Each such election shall be made by delivering a notice (a “Notice of Interest Rate Election”"NOTICE OF INTEREST RATE ELECTION") to the Administrative Agent not later than 10:30 11:30 A.M. (New York City time) on the third Euro-Dollar Business Day before the conversion or continuation selected in such notice is to be effective. A Notice of Interest Rate Election may, if it so specifies, apply to only a portion of the aggregate principal amount of the relevant Group of Loans; provided that (i) such portion is allocated ratably among the Loans comprising such Group and (ii) the portion to which such portionNotice applies, and the remaining portion to which such Notice it does not apply, are each at least $10,000,000 20,000,000 (unless such portion is comprised of Base Rate Loans). If no such notice is timely received before the end of an Interest Period for any Group of Euro-Dollar Loans, the Borrower shall be deemed to have elected that such Group of Loans be converted to Base Rate Loans at the end of such Interest Period. (b) Each Notice of Interest Rate Election shall specify: (i) the Group of Loans (or portion thereof) to which such notice applies; (ii) the date on which the conversion or continuation selected in such notice is to be effective, which shall comply with the applicable clause of Section 2.08(a)subsection (a) above; (iii) if the Loans comprising such Group are to be converted converted, the new Type of Loans and, if the Loans resulting from such conversion are to be Euro-Dollar Loans, the duration of the next succeeding Interest Period applicable thereto; and (iv) if such Loans are to be continued as Euro-Dollar Loans for an additional Interest Period, the duration of such additional Interest Period. Each Interest Period specified in a Notice of Interest Rate Election shall comply with the provisions of the definition of Interest Period. (c) Promptly after receiving a Notice of Interest Rate Election from the Borrower pursuant to Section 2.08(a)subsection (a) above, the Administrative Agent shall notify each Bank Lender of the contents thereof and such notice shall not thereafter be revocable by the Borrower. (d) The Borrower shall not be entitled to elect to convert any Committed Loans to, or continue any Committed Loans for an additional Interest Period as, Euro-Dollar Loans if (i) the aggregate principal amount of any Group of Euro-Dollar Loans created or continued as a result of such election would be less than $10,000,000 20,000,000 or (ii) a Default shall have occurred and be continuing exist when the Borrower delivers notice of such election to the Administrative Agent. (e) If any Committed Loan is converted to a different Type of Loan, the Borrower shall pay, on the date of such conversion, the interest accrued to such date on the principal amount being converted.

Method of Electing Interest Rates. (a) The Loans included in each Committed Borrowing borrowed on the Drawdown Date shall bear interest initially at the type of rate specified by the Borrower in the applicable Notice of Committed Borrowing. Thereafter, the Borrower may from time to time elect to change or continue the type of interest rate borne by each Group of Loans (subject to Section 2.08(d2.06(d) and the provisions of Article 8)Section 2.13), as follows: (i) if such Loans are Base Rate Loans, the Borrower may elect to convert such Loans to Euro-Dollar Eurodollar Loans as of any Euro-Dollar Business Day;; and (ii) if such Loans are Euro-Dollar Eurodollar Loans, the Borrower may elect to convert such Loans to Base Rate Loans as of any Domestic Business DayDay or to continue such Loans as Eurodollar Loans for an additional Interest Period, subject to Section 2.14 2.15 if any such conversion is effective on any day other than the last day of an Interest Period applicable to such Loans, or may elect to continue such Loans as Euro-Dollar Loans, as of the end of any Interest Period applicable thereto, for an additional Interest Period. Each such election shall be made by delivering a notice (a “Notice of Interest Rate Election”) to the Administrative Agent not later than 10:30 11:00 A.M. (New York City timePrevailing Eastern Time) on the third Euro-Dollar Business Day before the conversion or continuation selected in such notice is to be effective. A Notice of Interest Rate Election may, if it so specifies, apply to only a portion of the aggregate principal amount of the relevant Group of Loans; provided that (i) such portion is allocated ratably among the Loans comprising such Group and (ii) the portion to which such portionNotice applies, and the remaining portion to which such Notice it does not apply, are each at least $10,000,000 5,000,000 (unless such portion is comprised of Base Rate Loans). If no such notice is timely received before the end of an Interest Period for any Group of Euro-Dollar Eurodollar Loans, the Borrower shall be deemed to have elected that such Group of Loans be converted to Base Rate Loans at the end of such Interest Period. (b) Each Notice of Interest Rate Election shall specify: (i) the Group of Loans (or portion thereof) to which such notice applies; (ii) the date on which the conversion or continuation selected in such notice is to be effective, which shall comply with the applicable clause of Section 2.08(a2.06(a); (iii) if the Loans comprising such Group are to be converted converted, the new type of Loans and, if the Loans resulting from such conversion are to Euro-Dollar be Eurodollar Loans, the duration of the next succeeding Interest Period applicable thereto; and (iv) if such Loans are to be continued as Euro-Dollar Eurodollar Loans for an additional Interest Period, the duration of such additional Interest Period. Each Interest Period specified in a Notice of Interest Rate Election shall comply with the provisions of the definition of Interest Period. (c) Promptly after receiving a Notice of Interest Rate Election from the Borrower pursuant to Section 2.08(a2.06(a), the Administrative Agent shall notify each Bank Lender of the contents thereof and such notice shall not thereafter be revocable by the Borrower. (d) The Borrower shall not be entitled to elect to convert any Committed Loans to, or continue any Committed Loans for an additional Interest Period as, Euro-Dollar Eurodollar Loans if (i) the aggregate principal amount of any Group of Euro-Dollar Eurodollar Loans created or continued as a result of such election would be less than $10,000,000 5,000,000 or (ii) a Default shall have occurred and be continuing when the Borrower delivers notice of such election to the Administrative Agent. (e) If any Committed Loan is converted to a different Type type of Loan, the Borrower shall pay, on the date of such conversion, the interest accrued to such date on the principal amount being converted.

Method of Electing Interest Rates. (a) The Loans included in each Committed Borrowing shall bear interest initially at the type of rate specified by the Borrower in the applicable Notice of Committed Borrowing. Thereafter, the Borrower may from time to time elect to change or continue the type of interest rate borne by each Group of Loans (subject to Section 2.08(d) and the provisions of Article 8), as follows: (i) if such Loans are Base Rate Loans, the Borrower may elect to convert such Loans to Euro-Dollar Term Benchmark Loans as of any Euro-Dollar Domestic Business Day; (ii) if such Loans are Euro-Dollar Term Benchmark Loans, the Borrower may elect to convert such Loans to Base Rate Loans as of any Domestic Business Day, subject to Section 2.14 if any such conversion is effective on any day other than the last day of an Interest Period applicable to such Loans, or may elect to continue such Loans as Euro-Dollar Term Benchmark Loans, as of the end of any Interest Period applicable thereto, for an additional Interest Period. Each such election shall be made by delivering a notice (a “Notice of Interest Rate Election”) to the Administrative Agent not later than 10:30 A.M. (New York City time) on the third Euro-Dollar U.S. Government Securities Business Day before the conversion or continuation selected in such notice is to be effective. A Notice of Interest Rate Election may, if it so specifies, apply to only a portion of the aggregate principal amount of the relevant Group of Loans; provided that (i) such portion is allocated ratably among the Loans comprising such Group and (ii) such portion, and the remaining portion to which such Notice does not apply, are each at least $10,000,000 (unless such portion is comprised of Base Rate Loans). If no such notice is timely received before the end of an Interest Period for any Group of Euro-Dollar Term Benchmark Loans, the Borrower shall be deemed to have elected that such Group of Loans be converted to Base Rate Loans at the end of such Interest Period. (b) Each Notice of Interest Rate Election shall specify: (i) the Group of Loans (or portion thereof) to which such notice applies; (ii) the date on which the conversion or continuation selected in such notice is to be effective, which shall comply with the applicable clause of Section 2.08(a); (iii) if the Loans comprising such Group are to be converted to Euro-Dollar Term Benchmark Loans, the duration of the next succeeding Interest Period applicable thereto; and (iv) if such Loans are to be continued as Euro-Dollar Term Benchmark Loans for an additional Interest Period, the duration of such additional Interest Period. Each Interest Period specified in a Notice of Interest Rate Election shall comply with the provisions of the definition of Interest Period. (c) Promptly after receiving a Notice of Interest Rate Election from the Borrower pursuant to Section 2.08(a), the Administrative Agent shall notify each Bank of the contents thereof and such notice shall not thereafter be revocable by the Borrower. (d) The Borrower shall not be entitled to elect to convert any Committed Loans to, or continue any Committed Loans for an additional Interest Period as, Euro-Dollar Term Benchmark Loans if (i) the aggregate principal amount of any Group of Euro-Dollar Term Benchmark Loans created or continued as a result of such election would be less than $10,000,000 or (ii) a Default shall have occurred and be continuing when the Borrower delivers notice of such election to the Administrative Agent. (e) If any Committed Loan is converted to a different Type of Loan, the Borrower shall pay, on the date of such conversion, the interest accrued to such date on the principal amount being converted.

Method of Electing Interest Rates. (a) The Loans included in each Committed Borrowing Group of Loans shall bear interest initially at the type of rate specified by applicable thereto at the Borrower Closing Date in accordance with the applicable Notice of Committed BorrowingExisting Agreement. Thereafter, the Borrower may from time to time elect to change or continue the type of interest rate borne by each Group of Loans (subject to Section 2.08(d2.05(d) and the provisions of Article 8), as follows: (i) if such Loans are Base Rate Loans, the Borrower may elect to convert such Loans to Euro-Dollar Loans as of any Euro-Dollar Business Day;; and (ii) if such Loans are Euro-Dollar Loans, the Borrower may elect to convert such Loans to Base Rate Loans as of any Domestic Business Day, subject to Section 2.14 if any such conversion is effective on any day other than the last day of an Interest Period applicable to such Loans, Day or may elect to continue such Loans as Euro-Dollar Loans, as of the end of any Interest Period applicable thereto, for an additional Interest Period, subject to Section 2.10 if any such conversion is effective on any day other than the last day of an Interest Period applicable to such Loans. Each such election shall be made by delivering a notice (a “Notice of Interest Rate Election”"NOTICE OF INTEREST RATE ELECTION") to the Administrative Agent not later than 10:30 A.M. (New York City time) on the third Euro-Dollar Business Day before the conversion or continuation selected in such notice is to be effective. A Notice of Interest Rate Election may, if it so specifies, apply to only a portion of the aggregate principal amount of the relevant Group of Loans; provided that (i) such portion is allocated ratably among the Loans comprising such Group and (ii) the portion to which such portionNotice applies, and the remaining portion to which such Notice it does not apply, are each at least $10,000,000 (unless such portion is comprised of Base Rate Loans). If no such notice is timely received before the end of an Interest Period for any Group of Euro-Dollar Loans, the Borrower shall be deemed to have elected that such Group of Loans be converted to Base Rate Loans at the end of such Interest Period. (b) Each Notice of Interest Rate Election shall specify: (i) the Group of Loans (or portion thereof) to which such notice applies; (ii) the date on which the conversion or continuation selected in such notice is to be effective, which shall comply with the applicable clause of Section 2.08(a2.05(a); (iii) if the Loans comprising such Group are to be converted converted, the new type of Loans and, if the Loans resulting from such conversion are to be Euro-Dollar Loans, the duration of the next succeeding Interest Period applicable thereto; and (iv) if such Loans are to be continued as Euro-Dollar Loans for an additional Interest Period, the duration of such additional Interest Period. Each Interest Period specified in a Notice of Interest Rate Election shall comply with the provisions of the definition of Interest Period. (c) Promptly after receiving a Notice of Interest Rate Election from the Borrower pursuant to Section 2.08(a2.05(a), the Administrative Agent shall notify each Bank of the contents thereof and such notice shall not thereafter be revocable by the Borrower. (d) The Borrower shall not be entitled to elect to convert any Committed Loans to, or continue any Committed Loans for an additional Interest Period as, Euro-Dollar Loans if (i) the aggregate principal amount of any Group of Euro-Dollar Loans created or continued as a result of such election would be less than $10,000,000 or (ii) a Default shall have occurred and be continuing when the Borrower delivers notice of such election to the Administrative Agent. (e) If any Committed Loan is converted to a different Type type of Loan, the Borrower shall pay, on the date of such conversion, the interest accrued to such date on the principal amount being converted.

Method of Electing Interest Rates. (a) The Loans included in each Committed Borrowing shall bear interest initially at the type of rate specified by the Borrower Company in the applicable Notice of Committed Borrowing. Thereafter, the Borrower Company may from time to time elect to change or continue the type of interest rate borne by each Group of Loans (subject to Section 2.08(d2.07(d) and the provisions of Article 8), as follows: (i) if such Loans are Base Rate Loans, the Borrower Company may elect to convert such Loans to Euro-Dollar Loans as of any Euro-Dollar Business Day;; and (ii) if such Loans are Euro-Dollar Loans, the Borrower Company may elect to convert such Loans to Base Rate Loans as of any Domestic Business Day, subject to Section 2.14 if any such conversion is effective on any day other than the last day of an Interest Period applicable to such Loans, or may elect to continue such Loans as Euro-Dollar Loans, as of the end of any Interest Period applicable thereto, Loans for an additional Interest Period, in each case as of the last day of the then current Interest Period applicable thereto. Each such election shall be made by delivering a notice (a “Notice of Interest Rate Election”) to the Administrative Agent not later than 10:30 A.M. 12:00 noon (New York City time) on the third Euro-Dollar Business Day before the conversion or continuation selected in such notice is to be effective. A Notice of Interest Rate Election may, if it so specifies, apply to only a portion of the aggregate principal amount of the relevant Group of Loans; provided that (i) such portion is allocated ratably among the Loans comprising such Group and (ii) the portion to which such portionNotice applies, and the remaining portion to which such Notice it does not apply, are each at least $10,000,000 25,000,000 (unless such portion is comprised of Base Rate Loans). If no such notice is timely received before the end of an Interest Period for any Group of Euro-Dollar Loans, the Borrower Company shall be deemed to have elected that such Group of Loans be converted to Base Rate Loans that, at the end of such Interest Period, such Group of Loans be continued as Euro-Dollar Loans for an additional Interest Period of one month (subject to the provisions of the definition of Interest Period). (b) Each Notice of Interest Rate Election shall specify: (i) the Group of Loans (or portion thereof) to which such notice applies; (ii) the date on which the conversion or continuation selected in such notice is to be effective, which shall comply with the applicable clause of Section 2.08(a2.07(a); (iii) if the Loans comprising such Group are to be converted converted, the new type of Loans and, if the Loans resulting from such conversion are to be Euro-Dollar Loans, the duration of the next succeeding Interest Period applicable thereto; and (iv) if such Loans are to be continued as Euro-Dollar Loans for an additional Interest Period, the duration of such additional Interest Period. Each Interest Period specified in a Notice of Interest Rate Election shall comply with the provisions of the definition of Interest Period. (c) Promptly after receiving a Notice of Interest Rate Election from the Borrower Company pursuant to Section 2.08(a2.07(a), the Administrative Agent shall notify each Bank of the contents thereof and such notice shall not thereafter be revocable by the BorrowerCompany. (d) The Borrower Company shall not be entitled to elect to convert any Committed Loans to, or continue any Committed Loans for an additional Interest Period as, Euro-Dollar Loans if (i) the aggregate principal amount of any Group of Euro-Dollar Loans created or continued as a result of such election would be less than $10,000,000 25,000,000 or (ii) a Default shall have occurred and be continuing when the Borrower Company delivers notice of such election to the Administrative Agent. (e) If any Committed Loan is converted to a different Type type of Loan, the Borrower Company shall pay, on the date of such conversion, the interest accrued to such date on the principal amount being converted.

Method of Electing Interest Rates. (a) The Committed Loans included in each Committed Borrowing shall bear interest initially at the type of rate specified by the Borrower in the applicable Notice of Committed Borrowing. Thereafter, the Borrower may from time to time elect to change or continue the type of interest rate borne by each Group of Term Loans and Revolving Credit Loans (subject in each case to Section 2.08(d) and the provisions of Article 8)8 and the last sentence of this subsection (a)), as follows: (i) if such Loans are Base Rate Loans, the Borrower may elect to convert such Loans to CD Loans as of any Domestic Business Day or to Euro-Dollar Loans as of any Euro-Dollar Business Day; (ii) if such Loans are CD Loans, the Borrower may elect to convert such Loans to Base Rate Loans or Euro-Dollar Loans or elect to continue such Loans as CD Loans for an additional Interest Period, in either case effective on the last day of the then current Interest Period applicable to such Loans; and (iii) if such Loans are Euro-Dollar Loans, the Borrower may elect to convert such Loans to Base Rate Loans as of any Domestic Business Day, subject to Section 2.14 if any such conversion is effective on any day other than the last day of an Interest Period applicable to such Loans, or may CD Loans or elect to continue such Loans as Euro-Dollar Loans, as of the end of any Interest Period applicable thereto, Loans for an additional Interest Period, in either case effective on the last day of the then current Interest Period applicable to such Loans. Each such election shall be made by delivering a notice (a “"Notice of Interest Rate Election”") to the Administrative Agent not later than 10:30 A.M. (New York City time) on the third Euro-Dollar Business Day before the conversion or continuation selected in such notice is to be effective. A Notice of Interest Rate Election may, if it so specifies, apply to only a portion of the aggregate principal amount of the relevant Group of Loans; provided that (i) such portion is allocated ratably among the Loans comprising such Group and (ii) the portion to which such portionNotice applies, and the remaining portion to which such Notice it does not apply, are each at least $10,000,000 (unless such portion is comprised 25,000,000 or any larger multiple of Base Rate Loans)$1,000,000. If no such notice is timely received before prior to the end of an Interest Period for any Group of Euro-Dollar LoansPeriod, the Borrower shall be deemed to have elected that all Loans having such Group of Loans Interest Period be converted to Base Rate Loans Loans. Notwithstanding the foregoing, the Borrower may not elect to convert any Loan to, or continue any Loan as, a Fixed Rate Loan pursuant to any Notice of Interest Rate Election if at the end of time such Interest Periodnotice is delivered a Default shall have occurred and be continuing. (b) Each Notice of Interest Rate Election shall specify: (i) the Group of Loans (or portion thereof) to which such notice applies; (ii) the date on which the conversion or continuation selected in such notice is to be effective, which shall comply with the applicable clause of Section 2.08(a)subsection (a) above; (iii) if the Loans comprising such Group are to be converted, the new Type of Loans and, if the Loans being converted are to Euro-Dollar be Fixed Rate Loans, the duration of the next succeeding Interest Period applicable thereto; and (iv) if such Loans are to be continued as Euro-Dollar Fixed Rate Loans for an additional Interest Period, the duration of such additional Interest Period. Each Interest Period specified in a Notice of Interest Rate Election shall comply with the provisions of the definition of Interest Period. (c) Promptly after receiving Upon receipt of a Notice of Interest Rate Election from the Borrower pursuant to Section 2.08(a)subsection (a) above, the Administrative Agent shall promptly notify each Bank of the contents thereof and such notice shall not thereafter be revocable by the Borrower. (d) The An election by the Borrower shall not be entitled to elect to convert any Committed Loans to, change or continue any Committed Loans for an additional Interest Period as, Euro-Dollar Loans if (i) the aggregate principal amount rate of interest applicable to any Group of Euro-Dollar Loans created or continued as pursuant to this Section shall not constitute a result of such election would be less than $10,000,000 or (ii) a Default shall have occurred and be continuing when the Borrower delivers notice of such election "Borrowing" subject to the Administrative Agentprovisions of Section 3.04. (e) If any Committed Loan is converted to a different Type of Loan, the Borrower shall pay, on the date of such conversion, the interest accrued to such date on the principal amount being converted.

Method of Electing Interest Rates. (a) The Loans included in each Committed Borrowing shall bear interest initially at the type of rate specified by the Borrower Company in the applicable Notice of Committed Borrowing. Thereafter, the Borrower Company may from time to time elect to change or continue the type of interest rate borne by each Group of Loans (subject to Section 2.08(d) and the provisions of Article 8), as follows: (i) if such Loans are Base Rate Loans, the Borrower Company may elect to convert such Loans to Euro-Dollar Loans as of any Euro-Dollar Business Day;; and (ii) if such Loans are Euro-Dollar Loans, the Borrower Company may elect to convert such Loans to Base Rate Loans as of any Domestic Business Day, subject to Section 2.14 if any such conversion is effective on any day other than the last day of an Interest Period applicable to such Loans, or may elect to continue such Loans as Euro-Dollar Loans, as of the end of any Interest Period applicable thereto, Loans for an additional Interest Period, in each case as of the last day of the then current Interest Period applicable thereto. Each such election shall be made by delivering a notice (a “Notice of Interest Rate Election”) to the Administrative Agent not later than 10:30 A.M. 12:00 noon (New York City time) on the third Euro-Dollar Business Day before the conversion or continuation selected in such notice is to be effective. A Notice of Interest Rate Election may, if it so specifies, apply to only a portion of the aggregate principal amount of the relevant Group of Loans; provided that (i) such portion is allocated ratably among the Loans comprising such Group and (ii) the portion to which such portionNotice applies, and the remaining portion to which such Notice it does not apply, are each at least $10,000,000 25,000,000 (unless such portion is comprised of Base Rate Loans). If no such notice is timely received before the end of an Interest Period for any Group of Euro-Dollar Loans, the Borrower Company shall be deemed to have elected that such Group of Loans be converted to Base Rate Loans that, at the end of such Interest Period, such Group of Loans be continued as Euro-Dollar Loans for an additional Interest Period of one month (subject to the provisions of the definition of Interest Period). (b) Each Notice of Interest Rate Election shall specify: (i) the Group of Loans (or portion thereof) to which such notice applies; (ii) the date on which the conversion or continuation selected in such notice is to be effective, which shall comply with the applicable clause of Section 2.08(a); (iii) if the Loans comprising such Group are to be converted converted, the new type of Loans and, if the Loans resulting from such conversion are to be Euro-Dollar Loans, the duration of the next succeeding Interest Period applicable thereto; and (iv) if such Loans are to be continued as Euro-Dollar Loans for an additional Interest Period, the duration of such additional Interest Period. Each Interest Period specified in a Notice of Interest Rate Election shall comply with the provisions of the definition of Interest Period. (c) Promptly after receiving a Notice of Interest Rate Election from the Borrower Company pursuant to Section 2.08(a), the Administrative Agent shall notify each Bank of the contents thereof and such notice shall not thereafter be revocable by the BorrowerCompany. (d) The Borrower Company shall not be entitled to elect to convert any Committed Loans to, or continue any Committed Loans for an additional Interest Period as, Euro-Dollar Loans if (i) the aggregate principal amount of any Group of Euro-Dollar Loans created or continued as a result of such election would be less than $10,000,000 25,000,000 or (ii) a Default shall have occurred and be continuing when the Borrower Company delivers notice of such election to the Administrative Agent. (e) If any Committed Loan is converted to a different Type type of Loan, the Borrower Company shall pay, on the date of such conversion, the interest accrued to such date on the principal amount being converted.

Method of Electing Interest Rates. (a) The Loans included in each Committed Borrowing shall bear interest initially at the type of rate specified by the Borrower in the applicable Notice of Committed Borrowing. Thereafter, the Borrower may from time to time elect to change or continue the type of interest rate borne by each Group of Loans (subject in each case to Section 2.08(d) and the provisions of Article 8)VIII), as follows: (i) if such Loans are Base Rate Loans, the Borrower may elect to convert all or any portion of such Loans to Euro-Dollar Loans as of any Euro-Dollar Business Day; (ii) if such Loans are Euro-Dollar Loans, the Borrower may elect to convert all or any portion of such Loans to Base Rate Loans and/or elect to continue all or any portion of such Loans as of any Domestic Business DayEuro-Dollar Loans for an additional Interest Period or additional Interest Periods, subject to Section 2.14 if any such conversion is in each case effective on any day other than the last day of an the then current Interest Period applicable to such Loans, or may elect on such other date designated by Borrower in the Notice of Interest Rate Election provided Borrower shall pay any losses pursuant to continue such Loans as Euro-Dollar Loans, as of the end of any Interest Period applicable thereto, for an additional Interest PeriodSection 2.13. Each such election shall be made by delivering a notice (a “Notice of Interest Rate Election”) ), signed by an Authorized Officer, to the Administrative Agent not later than 10:30 A.M. at least three (New York City time3) on the third Euro-Dollar Business Day Days before the conversion or continuation selected in such notice is to be effective. A Notice of Interest Rate Election may, if it so specifies, apply to only a portion of the aggregate principal amount of the relevant Group of Loans; provided that (i) such portion is allocated ratably among the Loans comprising such Group and Group, (ii) the portion to which such portionNotice applies, and the remaining portion to which such Notice it does not apply, are each at least $10,000,000 500,000 or any larger multiple of $100,000, (unless such portion is comprised of Base Rate Loans). If iii) there shall be no such notice is timely received before the end of an Interest Period for any Group of more than ten (10) Euro-Dollar Loans, the Borrower shall be deemed to have elected that such Group Groups of Loans outstanding at any time, (iv) no Loan may be continued as, or converted to Base Rate Loans at into, a Euro-Dollar Loan when any Event of Default has occurred and is continuing, and (v) no Interest Period shall extend beyond the end of such Interest PeriodMaturity Date. (b) Each Notice of Interest Rate Election shall specify: (i) the Group of Loans (or portion thereof) to which such notice applies; (ii) the date on which the conversion or continuation selected in such notice is to be effective, which shall comply with the applicable clause of Section 2.08(a)subsection (a) above; (iii) if the Loans comprising such Group are to be converted to converted, the new type of Loans and, if such new Loans are Euro-Dollar Loans, the duration of the next succeeding initial Interest Period applicable thereto; and (iv) if such Loans are to be continued as Euro-Dollar Loans for an additional Interest Period, the duration of such additional Interest Period. Each Interest Period specified in a Notice of Interest Rate Election shall comply with the provisions of the definition of Interest Period. (c) Promptly after receiving Upon receipt of a Notice of Interest Rate Election from the Borrower pursuant to Section 2.08(a)subsection (a) above, the Administrative Agent shall notify each Bank the same day as it receives such Notice of Interest Rate Election of the contents thereof thereof, the interest rates determined pursuant thereto and the Interest Periods (if different from those requested by the Borrower) and such notice shall not thereafter be revocable by the Borrower. (d) The . If the Borrower shall not be entitled fails to elect deliver a timely Notice of Interest Rate Election to convert any Committed Loans to, or continue any Committed Loans the Administrative Agent for an additional Interest Period as, Euro-Dollar Loans if (i) the aggregate principal amount of any Group of Euro-Dollar Loans, such Loans created or continued as a result of such election would shall be less than $10,000,000 or (ii) a Default shall have occurred and be continuing when the Borrower delivers notice of such election to the Administrative Agent. (e) If any Committed Loan is converted to a different Type of Loan, the Borrower shall pay, into Base Rate Loans on the date last day of such conversion, the interest accrued to such date on the principal amount being convertedthen current Interest Period applicable thereto.

Method of Electing Interest Rates. (a) The Loans included in each Committed Syndicated Borrowing shall bear interest initially at the type of rate specified by the Borrower in the applicable Notice of Committed Syndicated Borrowing. Thereafter, the Borrower may from time to time elect to change or continue the type of interest rate borne by each Group of Loans (subject in each case to Section 2.08(d) and the provisions of Article 8), as follows: (i) if such Loans are Base Rate Loans, the Borrower may elect to convert such Loans to Euro-Dollar Loans as of any Euro-Dollar Business Day;; and (ii) if such Loans are Euro-Dollar Loans, the Borrower may elect to convert such Loans to Base Rate Loans as of any Domestic Business Day, subject to Section 2.14 if any such conversion is effective on any day other than the last day of an Interest Period applicable to such Loans, or may elect to continue such Loans as Euro-Dollar Loans, as of the end of any Interest Period applicable thereto, Loans for an additional Interest Period, in each case effective on the last day of the then current Interest Period applicable to such Loans. Each such election shall be made by delivering a notice (a “"Notice of Interest Rate Election”") to the Administrative Agent not later than 10:30 A.M. (New York City time) on the third at least three Euro-Dollar Business Day Days before the conversion or continuation selected in such notice is to be effective. A Notice of Interest Rate Election may, if it so specifies, apply to only a portion of the aggregate principal amount of the relevant Group of Loans; provided PROVIDED that (i) such portion is allocated ratably among the Loans comprising such Group and (ii) the portion to which such portionNotice applies, and the remaining portion to which such Notice it does not apply, are each at least $10,000,000 (unless such portion is comprised or any larger multiple of Base Rate Loans). If no such notice is timely received before the end of an Interest Period for any Group of Euro-Dollar Loans, the Borrower shall be deemed to have elected that such Group of Loans be converted to Base Rate Loans at the end of such Interest Period$1,000,000. (b) Each Notice of Interest Rate Election shall specify: (i) the Group of Loans (or portion thereof) to which such notice applies; (ii) the date on which the conversion or continuation selected in such notice is to be effective, which shall comply with the applicable clause of Section 2.08(a)subsection (a) above; (iii) if the Loans comprising such Group are to be converted to Euro-Dollar Loans, the duration of the next succeeding initial Interest Period applicable thereto; and (iv) if such Loans are to be continued as Euro-Dollar Loans for an additional Interest Period, the duration of such additional Interest Period. Each Interest Period specified in a Notice of Interest Rate Election shall comply with the provisions of the definition of Interest Period. (c) Promptly after receiving Upon receipt of a Notice of Interest Rate Election from the Borrower pursuant to Section 2.08(a)subsection (a) above, the Administrative Agent shall promptly notify each Bank Lender of the contents thereof and such notice shall not thereafter be revocable by the Borrower. (d) The . If the Borrower shall not be entitled fails to elect deliver a timely Notice of Interest Rate Election to convert any Committed Loans to, or continue any Committed Loans the Administrative Agent for an additional Interest Period as, Euro-Dollar Loans if (i) the aggregate principal amount of any Group of Euro-Dollar Loans, such Loans created or continued as a result of such election would shall be less than $10,000,000 or (ii) a Default shall have occurred and be continuing when the Borrower delivers notice of such election to the Administrative Agent. (e) If any Committed Loan is converted to a different Type of Loan, the Borrower shall pay, Base Rate Loans on the date last day of such conversion, the interest accrued to such date on the principal amount being convertedthen current Interest Period applicable thereto.

Method of Electing Interest Rates. (a) The Loans included in each Committed Borrowing shall bear interest initially at the type of rate specified by the Borrower Company in the applicable Notice of Committed Borrowing. Thereafter, the Borrower Company may from time to time elect to change or continue the type of interest rate borne by each Group of Loans (subject in each case to Section 2.08(d) and the provisions of Article 8)8) , as follows: : (i) if such Loans are Base Rate Loans, the Borrower Company may elect to convert such Loans to Euro-Dollar Loans as of any Euro-Dollar Currency Business Day; , or (ii) if such Loans are Euro-Dollar Loans, the Borrower Company may elect to convert such Loans to Base Rate Loans as of any Domestic Business Day, subject to Section 2.14 if any such conversion is effective on any day other than the last day of an Interest Period applicable to such Loans, or may elect to continue such Loans as Euro-Dollar Loans, as of the end of any Interest Period applicable thereto, Loans for an additional Interest Period, in each case effective on the last day of the then current Interest Period applicable to such Loans. Each such election shall be made by delivering a notice (a “Notice of Interest Rate Election”"NOTICE OF INTEREST RATE ELECTION") to the Administrative Agent not later than 10:30 A.M. (New York City time) on the third at least three Euro-Dollar Currency Business Day Days before the conversion or continuation selected in such notice is to be effective. A Notice of Interest Rate Election may, if it so specifies, apply to only a portion of the aggregate principal amount of the relevant Group of Loans; provided that (i) such portion is allocated ratably among the Loans comprising such Group and (ii) the portion to which such portionNotice applies, and the remaining portion to which such Notice it does not apply, are each at least $10,000,000 (unless such portion is comprised 25,000,000 or C$25,000,000 or any larger multiple of Base Rate Loans). If no such notice is timely received before $5,000,000 or C$5,000,000, as the end of an Interest Period for any Group of Euro-Dollar Loans, the Borrower shall be deemed to have elected that such Group of Loans be converted to Base Rate Loans at the end of such Interest Periodcase may be. (b) Each Notice of Interest Rate Election shall specify: : (i) the Group of Loans (or portion thereof) to which such notice applies; ; (ii) the date on which the conversion or continuation selected in such notice is to be effective, which shall comply with the applicable clause of Section 2.08(a); subsection (a) above; (iii) if the Loans comprising such Group are to be converted to converted, the new type of Loans and, if such new Loans are Euro-Dollar Loans, the duration of the next succeeding initial Interest Period applicable thereto; and and (iv) if such Loans are to be continued as Euro-Dollar Loans for an additional Interest Period, the duration of such additional Interest Period. Each Interest Period specified in a Notice of Interest Rate Election shall comply with the provisions of the definition of Interest Period. (c) Promptly after receiving Upon receipt of a Notice of Interest Rate Election from the Borrower Company pursuant to Section 2.08(a)subsection (a) above, the Administrative Agent shall promptly notify each Bank of the contents thereof and such notice shall not thereafter be revocable by the Borrower. (d) The Borrower shall not be entitled Company. If the Company fails to elect deliver a timely Notice of Interest Rate Election to convert any Committed Loans to, or continue any Committed Loans the Agent for an additional Interest Period as, Euro-Dollar Loans if (i) the aggregate principal amount of any Group of Euro-Dollar Loans, such Loans created or continued as a result of such election would shall be less than $10,000,000 or (ii) a Default shall have occurred and be continuing when the Borrower delivers notice of such election to the Administrative Agent. (e) If any Committed Loan is converted to a different Type of Loan, the Borrower shall pay, into Base Rate Loans on the date last day of such conversion, the interest accrued to such date on the principal amount being convertedthen current Interest Period applicable thereto.

Method of Electing Interest Rates. (a) The Loans included in each Committed Borrowing shall bear interest initially at the type of rate specified by the Borrower in the applicable Notice of Committed Borrowing. Thereafter, the Borrower may from time to time elect to change or continue the type of interest rate borne by each Group of Loans (subject in each case to Section 2.08(d) and the provisions of Article 8)VIII), as follows: (i) if such Loans are Base Rate Loans, the Borrower may elect to convert such Loans to Euro-Dollar Term Benchmark Loans as of any Euro-Dollar Business Day;; or (ii) if such Loans are Euro-Dollar Term Benchmark Loans, the Borrower may elect to convert such Loans to Base Rate Loans or elect to continue such Loans as of any Domestic Business DayTerm Benchmark Loans for an additional Interest Period, subject to Section 2.14 if any such conversion is in each case effective on any day other than the last day of an the then current Interest Period applicable to such Loans, or may elect to continue such Loans as Euro-Dollar Loans, as of the end of any Interest Period applicable thereto, for an additional Interest Period. Each such election shall be made by delivering a notice (a “Notice of Interest Rate Election”) to the Administrative Agent not later than 10:30 A.M. signed by an authorized officer of the Borrower (New York City timeprovided that if such Notice of Interest Rate Election is submitted through an Approved Borrower Portal, such signature requirement may be waived at the sole discretion of the Administrative Agent) on the third Euro-Dollar at least three (3) Business Day Days before the conversion or continuation selected in such notice is to be effective (unless the relevant Loans are to be converted or continued as Base Rate Loans, in which case such notice shall be delivered to the Administrative Agent no later than 11:00 a.m. (New York City time) on the Business Day such conversion or continuation is to be effective). A Notice of Interest Rate Election may, if it so specifies, apply to only a portion of the aggregate principal amount of the relevant Group of Loans; provided that (i) such portion is allocated ratably among the Loans comprising such Group and Group, (ii) the portion to which such portionnotice applies, and the remaining portion to which such Notice it does not apply, are each at least $10,000,000 1,000,000 or any larger multiple of $1,000,000, (unless such portion is iii) there shall be no more than eight (8) Borrowings, comprised of Base Rate Loans). If Term Benchmark Loans outstanding at any time under this Agreement, (iv) no such notice Loan may be continued as, or converted into, a Term Benchmark Loan when any Event of Default has occurred and is timely received before the end of an continuing, and (v) no Interest Period for any Group of Euro-Dollar Loans, shall extend beyond the Borrower shall be deemed to have elected that such Group of Loans be converted to Base Rate Loans at the end of such Interest PeriodTerm Loan Maturity Date. (b) Each Notice of Interest Rate Election shall specify: (i) the Group of Loans (or portion thereof) to which such notice applies; (ii) the date on which the conversion or continuation selected in such notice is to be effective, which shall comply with the applicable clause of Section 2.08(a)subsection (a) above; (iii) if the Loans comprising such Group are to be converted to Euro-Dollar converted, the new type of Loans and, if such new Loans are Term Benchmark Loans, the duration of the next succeeding initial Interest Period applicable thereto; and (iv) if such Loans are to be continued as Euro-Dollar Term Benchmark Loans for an additional Interest Period, the duration of such additional Interest Period. Each Interest Period specified in a Notice of Interest Rate Election shall comply with the provisions of the definition of Interest Period. (c) Promptly after receiving Upon receipt of a Notice of Interest Rate Election from the Borrower pursuant to Section 2.08(a)subsection (a) above, the Administrative Agent shall notify each Bank on the same day as it receives such Notice of Interest Rate Election of the contents thereof and thereof. A Notice of Interest Rate Election may state that such notice shall not thereafter is conditioned upon the occurrence of one or more events specified therein, in which case such Notice of Interest Rate Election may be revocable revoked by the Borrower. Borrower (dby written notice to the Administrative Agent on or prior to the specified date of such Notice of Interest Rate Election) The if such condition is not satisfied; provided that the Borrower shall not be entitled pay any amounts due under Section 2.13, if any, in connection with any such revocation If the Borrower fails to elect deliver a timely Notice of Interest Rate Election to convert any Committed Loans to, or continue any Committed Loans the Administrative Agent for an additional Interest Period as, Euro-Dollar Loans if (i) the aggregate principal amount of any Group of Euro-Dollar Term Benchmark Loans, such Loans created or continued as a result of such election would shall be less than $10,000,000 or (ii) a Default shall have occurred and be continuing when the Borrower delivers notice of such election to the Administrative Agent. (e) If any Committed Loan is converted to a different Type of Loan, the Borrower shall pay, into Base Rate Loans on the date last day of such conversion, the interest accrued to such date on the principal amount being convertedthen current Interest Period applicable thereto.

Method of Electing Interest Rates. (a) The Loans included in each Committed Syndicated Borrowing of Dollar-Denominated Loans shall bear interest initially at the type of rate specified by the Borrower in the applicable Notice of Committed Borrowing. Thereafter, the Borrower may from time to time elect to change or continue the type of interest rate borne by each Group of Loans (subject in each case to Section 2.08(d) and the provisions of Article 8)8 and the last sentence of this subsection (a)), as follows: (i) if such Loans are Base Rate Loans, the Borrower may elect to convert such Loans to Euro-Dollar Loans as of any Euro-Dollar Business Day;; and (ii) if such Loans are Euro-Dollar Loans, the Borrower may elect to convert such Loans to Base Rate Loans or elect to continue such Loans as of any Domestic Business DayEuro-Dollar Loans for an additional Interest Period, subject to Section 2.14 if in the case of any such conversion is or continuation effective on any day other than the last day of an the then current Interest Period applicable to such Loans, or may elect to continue such Loans as Euro-Dollar Loans, as of the end of any Interest Period applicable thereto, for an additional Interest Period. Each such election shall be made by delivering a notice (a “Notice of Interest Rate Election”) to the Administrative Agent not later than 10:30 11:00 A.M. (New York City time) on the third Euro-Dollar Business Day before the conversion or continuation selected in such notice is to be effective (unless the relevant Loans are to be converted to Base Rate Loans, in which case such notice shall be delivered to the Administrative Agent not later than 11:00 A.M. (New York City time) on the second Domestic Business Day before such conversion is to be effective). A Notice of Interest Rate Election may, if it so specifies, apply to only a portion of the aggregate principal amount of the relevant Group of Loans; , provided that (i) such portion is allocated ratably among the Loans comprising such Group and (ii) the portion to which such portionNotice of Interest Rate Election applies, and the remaining portion to which such Notice it does not apply, are each at least $10,000,000 5,000,000 or any larger multiple of $1,000,000 (unless such portion is comprised of Base Rate Loans). If no such notice is timely received before the end of an Interest Period for any Group of Euro-Dollar Loans, the Borrower shall be deemed to have elected that such Group of Loans be converted to Base Rate Loans at the end of such Interest Period. (b) Each Notice of Interest Rate Election shall specify: (i) the Group of Loans (or portion thereof) to which such notice applies; (ii) the date on which the conversion or continuation selected in such notice is to be effective, which shall comply with the applicable clause of Section 2.08(a)subsection 2.10(a) above; (iii) if the Loans comprising such Group are to be converted, the new type of Loans and, if the Loans being converted are to Euro-Dollar be Fixed Rate Loans, the duration of the next succeeding Interest Period applicable thereto; and (iv) if such Loans are to be continued as Euro-Dollar Loans for an additional Interest Period, the duration of such additional Interest Period. Each Interest Period specified in a Notice of Interest Rate Election shall comply with the provisions of the definition of the term “Interest Period”. (c) Promptly after receiving Upon receipt of a Notice of Interest Rate Election from the Borrower pursuant to Section 2.08(a)subsection 2.10(a) above, the Administrative Agent shall promptly notify each Bank Lender of the contents thereof and such notice shall not thereafter be revocable by the Borrower. If no Notice of Interest Rate Election is timely received prior to the end of an Interest Period for any Group of Fixed Rate Loans, the Borrower shall be deemed to have elected that such Group of Loans be continued on the last day of such Interest Period for an additional Interest Period of 30 days or one month, as the case may be (subject to the provisions of the definition of Interest Period). (d) An election by the Borrower to change or continue the rate of interest applicable to any Group of Loans pursuant to this Section shall not constitute a Borrowing subject to the provisions of Section 3.03. (e) The initial Interest Period for each Syndicated Borrowing of Alternative Currency Loans shall be specified by the Borrower in the applicable Notice of Committed Borrowing. The Borrower shall not be entitled to elect to convert any Committed Loans to, or continue any Committed Loans for an additional may specify the duration of each subsequent Interest Period as, applicable to such Group of Loans by delivering to the Administrative Agent not later than 11:00 A.M. (New York City time) on the fourth Euro-Dollar Currency Business Day before the end of the immediately preceding Interest Period a notice specifying the Group of Loans to which such notice applies and the duration of such subsequent Interest Period (which shall comply with the provisions of the definition of Interest Period). Such notice may, if (i) it so specifies, apply to only a portion of the aggregate principal amount of any the relevant Group of Euro-Dollar Loans; provided that (i) such portion is allocated ratably among the Loans created or continued as a result of comprising such election would be less than $10,000,000 or Group and (ii) a Default shall have occurred the Dollar Amounts of the portion to which such notice applies, and be continuing when the Borrower delivers remaining portion to which it does not apply, are each at least $5,000,000. If no such notice of such election to is timely received by the Administrative Agent. (e) If Agent before the end of any Committed Loan is converted to a different Type of Loanapplicable Interest Period, the Borrower shall pay, on be deemed to have elected that the date subsequent Interest Period for such Group of such conversion, Loans shall have a duration of one month (subject to the interest accrued to such date on provisions of the principal amount being converteddefinition of Interest Period).

Method of Electing Interest Rates. (a) The Loans included in each Committed Borrowing shall bear interest initially at the type of rate specified by the Borrower in the applicable Notice of Committed Borrowing. Thereafter, the Borrower may from time to time elect to change or continue the type of interest rate borne by each Group of Loans (subject in each case to Section 2.08(d) and the provisions of Article 8)8 and the last sentence of this subsection (a)), as follows: (i) if such Loans are Base Rate Loans, the Borrower may elect to convert such Loans to Euro-Dollar Loans as of any Euro-Dollar Business Day;Day and (ii) if such Loans are Euro-Dollar Loans, the Borrower may elect to convert such Loans to Base Rate Loans or elect to continue such Loans as of any Domestic Business DayEuro-Dollar Loans for an additional Interest Period, subject to Section 2.14 if 2.12 in the case of any such conversion is or continuation effective on any day other than the last day of an the then current Interest Period applicable to such Loans, or may elect to continue such Loans as Euro-Dollar Loans, as of the end of any Interest Period applicable thereto, for an additional Interest Period. Each such election shall be made by delivering a notice (a “"Notice of Interest Rate Election”") to the Administrative Agent not later than 10:30 11:00 A.M. (New York City time) on the third Euro-Dollar Business Day before the conversion or continuation selected in such notice is to be effective. A Notice of Interest Rate Election may, if it so specifies, apply to only a portion of the aggregate principal amount of the relevant Group of Loans; provided that (i) such portion is allocated ratably among the Loans comprising such Group and (ii) the portion to which such portionNotice applies, and the remaining portion to which such Notice it does not apply, are each at least $10,000,000 (unless such portion is comprised 15,000,000 or any larger multiple of Base Rate Loans)$1,000,000. If no such notice is timely received before prior to the end of an Interest Period for any Group of Euro-Dollar LoansPeriod, the Borrower shall be deemed to have elected that all Loans having such Group of Loans Interest Period be converted to Base Rate Loans at the end of such Interest Period. (b) Each Notice of Interest Rate Election shall specify: (i) the Group of Loans (or portion thereof) to which such notice applies; (ii) the date on which the conversion or continuation selected in such notice is to be effective, which shall comply with the applicable clause of Section 2.08(a)subsection (a) above; (iii) if the Loans comprising such Group are to be converted, the new type of Loans and, if the Loans being converted are to be Euro-Dollar Loans, the duration of the next succeeding Interest Period applicable thereto; and (iv) if such Loans are to be continued as Euro-Dollar Loans for an additional Interest Period, the duration of such additional Interest Period. Each Interest Period specified in a Notice of Interest Rate Election shall comply with the provisions of the definition of Interest Period. (c) Promptly after receiving Upon receipt of a Notice of Interest Rate Election from the Borrower pursuant to Section 2.08(a)subsection (a) above, the Administrative Agent shall promptly notify each Bank of the contents thereof and such notice shall not thereafter be revocable by the Borrower. (d) The An election by the Borrower shall not be entitled to elect to convert any Committed Loans to, change or continue any Committed Loans for an additional Interest Period as, Euro-Dollar Loans if (i) the aggregate principal amount rate of interest applicable to any Group of Euro-Dollar Loans created or continued as pursuant to this Section shall not constitute a result of such election would be less than $10,000,000 or (ii) a Default shall have occurred and be continuing when the Borrower delivers notice of such election "Borrowing" subject to the Administrative Agentprovisions of Section 3.02. (e) If any Committed Loan is converted to a different Type of Loan, the Borrower shall pay, on the date of such conversion, the interest accrued to such date on the principal amount being converted.

Method of Electing Interest Rates. (a) The Loans included in each Committed Borrowing shall bear interest initially at the type of rate specified by the Borrower in the applicable Notice of Committed Borrowing. Thereafter, the Borrower may from time to time elect to change or continue the type of interest rate borne by each Group of Loans (subject to Section 2.08(d2.07(e) and the provisions of Article 8)X), as follows: (i) if such Loans are Base Rate Loans, the Borrower may elect to convert such Loans to Euro-Dollar Loans as of any Euro-Dollar Business Day;; and (ii) if such Loans are Euro-Dollar Loans, the Borrower may elect to convert such Loans to Base Rate Loans as of any Domestic Business DayDay or elect to continue such Loans as Euro-Dollar Loans for an additional Interest Period, subject to Section 2.14 2.15 if any such conversion is effective on any day other than the last day of an Interest Period applicable to such Loans, or may elect to continue such Loans as Euro-Dollar Loans, as of the end of any Interest Period applicable thereto, for an additional Interest Period. . (b) Each such election shall be made by delivering a notice (a “Notice of Interest Rate Election”) to the Administrative Agent not later than 10:30 11:00 A.M. (New York City time) on the third Euro-Dollar Business Day before the conversion or continuation selected in such notice is to be effective (unless the relevant Loans are to be converted from Euro-Dollar Loans to Base Rate Loans, in which case such notice shall be delivered to the Administrative Agent not later than 11:00 A.M. (New York City time) on the date such conversion is to be effective). A Notice of Interest Rate Election may, if it so specifies, apply to only a portion of the aggregate principal amount of the relevant Group of Loans; provided that (i) such portion is allocated ratably among the Loans comprising such Group of Loans and (ii) the portion to which such portionNotice of Interest Rate Election applies, and the remaining portion to which such Notice it does not apply, are each at least $10,000,000 5,000,000 (unless such portion is comprised of Base Rate Loans). If no such notice is timely received before the end of an Interest Period for any Group of Loans that are Euro-Dollar Loans, the Borrower shall be deemed to have elected that such Group of Loans be converted to Base Rate Loans at the end of such Interest Period. (bc) Each Notice of Interest Rate Election shall specify: (i) the Group of Loans (or portion thereof) to which such notice applies; (ii) the date on which the conversion or continuation selected in such notice is to be effective, which shall comply with the applicable clause of Section 2.08(a)2.07(a) above; (iii) if the Loans comprising such Group of Loans are to be converted converted, the new type of Loans and, if the Loans resulting from such conversion are to be Euro-Dollar Loans, the duration of the next succeeding Interest Period applicable thereto; and (iv) if such Loans are to be continued as Euro-Dollar Loans for an additional Interest Period, the duration of such additional Interest Period. Each Interest Period specified in a Notice of Interest Rate Election shall comply with the provisions of the definition of Interest Period. (cd) Promptly after receiving a Notice of Interest Rate Election from the Borrower pursuant to Section 2.08(a2.07(b), the Administrative Agent shall notify each Bank Lender of the contents thereof and such notice shall not thereafter be revocable by the any Borrower. (de) The Borrower shall not be entitled to elect to convert any Committed Loans to, or continue any Committed Loans for an additional Interest Period as, Euro-Dollar Loans if (i) the aggregate principal amount of any Group of Loans consisting of Euro-Dollar Loans created or continued as a result of such election would be less than $10,000,000 5,000,000 or (ii) a an Event of Default shall have occurred and be continuing when the Borrower delivers notice of such election to the Administrative Agent. (ef) If any Committed Loan is converted to a different Type type of Loan, the Borrower shall pay, on the date of such conversion, the interest accrued to such date on the principal amount being converted.

Method of Electing Interest Rates. (a) The Loans included in each Committed Revolving Borrowing shall bear interest initially at the type of rate specified by the Borrower in the applicable Notice of Committed Revolving Borrowing. Thereafter, the Borrower may from time to time elect to change or continue the type of interest rate borne by each Group of the Loans included in such Borrowing (subject to Section 2.08(d2.09(d) and the provisions of Article 8), 8) as follows: (i) if such Loans are Base Rate Loans, the Borrower may elect to convert such Loans to Euro-Dollar Loans as of any Euro-Dollar Business Day;; and (ii) if such Loans are Euro-Dollar Loans, the Borrower may elect to convert such Loans to Base Rate Loans as of any Domestic Business Day, subject to Section 2.14 if any such conversion is effective on any day other than the last day of an Interest Period applicable to such Loans, or may elect to continue such Loans as Euro-Dollar Loans, as of the end of any Interest Period applicable thereto, for an additional Interest Period, subject to Section 2.14 if any such conversion is effective on any day other than the last day of an Interest Period applicable to such Loans. Each such election shall be made by delivering a notice (a “Notice of Interest Rate Election”) to the Administrative Agent by telephone or fax (and, in the case of telephonic notice, promptly confirmed by hand delivery or fax), not later than 10:30 A.M. (New York City time) the time that a Notice of Revolving Borrowing would be required under Section 2.02 if the Borrower were requesting a Revolving Borrowing consisting of Loans of the Type resulting from such election to be made on the third Euro-Dollar Business Day before the conversion or continuation selected in effective date of such notice is to be effectiveelection. A Notice of Interest Rate Election may, if it so specifies, apply to only a portion of the aggregate principal amount of the relevant Group of LoansBorrowing; provided that (i) such portion is allocated ratably among the Loans comprising such Group Borrowing and (ii) the portion to which such portionNotice applies, and the remaining portion to which such Notice it does not apply, are each at least $10,000,000 (unless such portion is comprised of Base Rate Loans). If no such notice is timely received before the end of an Interest Period for any Group Borrowing of Euro-Dollar Loans, the Borrower shall be deemed to have elected that the Loans included in such Group of Loans Borrowing be converted to Base Rate Loans at the end of such Interest Period. (b) Each Notice of Interest Rate Election shall specify: (i) the Group of Loans Borrowing (or portion thereof) to which such notice applies; (ii) the date on which the conversion or continuation selected in such notice is to be effective, which shall comply with the applicable clause (i) or (ii) of Section 2.08(a2.09(a), as applicable; (iii) if the Loans comprising such Group are to be converted converted, the new Type of Loans and, if the Loans resulting from such conversion are to be Euro-Dollar Loans, the duration of the next succeeding Interest Period applicable thereto; and (iv) if such Loans are to be continued as Euro-Dollar Loans for an additional Interest Period, the duration of such additional Interest Period. Each Interest Period specified in a Notice of Interest Rate Election shall comply with the provisions of the definition of Interest Period. (c) Promptly after receiving a Notice of Interest Rate Election from the Borrower pursuant to Section 2.08(a)2.09, the Administrative Agent shall notify each Bank Lender of the contents thereof and such notice shall not thereafter be revocable by the Borrower. (d) The Borrower shall not be entitled to elect to convert any Committed Loans to, or continue any Committed Loans for an additional Interest Period as, Euro-Dollar Loans if (i) the aggregate principal amount of any Group of Euro-Dollar Loans created or continued as a result of such election would be less than $10,000,000 or (ii) a an Event of Default shall have occurred and be continuing when the Borrower delivers notice of such election to the Administrative Agent. (e) If any Committed Loan is converted to a different Type of Loan, Agent and the Administrative Agent or the Required Lenders shall have notified the Borrower shall pay, on the date that Euro-Dollar Loans will not be available while such Event of such conversion, the interest accrued to such date on the principal amount being convertedDefault continues.

Method of Electing Interest Rates. (a) The Committed Dollar Loans included in each Committed Borrowing shall bear interest initially at the type of rate specified by the applicable Borrower in the applicable Notice of Committed Dollar Borrowing. Thereafter, the applicable Borrower may from time to time elect to change or continue the type of interest rate borne by each Group of Committed Dollar Loans (subject in each case to Section 2.08(d2.07(c) and the provisions of Article 8)8 and the last sentence of this subsection (a)), as follows: (i) if such Loans are Base Rate Loans, the applicable Borrower may elect to convert such Loans to Euro-Dollar Loans as of any Euro-Dollar Business Day;; and (ii) if such Loans are Euro-Dollar Loans, the applicable Borrower may elect to convert such Loans to Base Rate Loans as of any Domestic Business Day, or elect to continue such Loans as Euro-Dollar Loans for an additional Interest Period as of any Euro-Dollar Business Day, subject to Section 2.14 if 2.15 in the case of any such conversion is or continuation effective on any day other than the last day of an the then current Interest Period applicable to such Loans, or may elect to continue such Loans as Euro-Dollar Loans, as of the end of any Interest Period applicable thereto, for an additional Interest Period. Each such election shall be made by delivering a notice (a “Notice of Interest Rate Election”"NOTICE OF INTEREST RATE ELECTION") to the Administrative Agent not later than 10:30 10:00 A.M. (New York City time) on the third Euro-Dollar Business Day before the conversion or continuation selected in such notice is to be effective. A Notice of Interest Rate Election may, if it so specifies, apply to only a portion of the aggregate principal amount Dollar Amount of the relevant Group of Loans; provided that (i) such portion is allocated ratably among the Loans comprising such Group and (ii) the portion to which such portionNotice applies, and the remaining portion to which such Notice it does not apply, are each at least (x) in the case of a Dollar-Denominated Borrowing, $10,000,000 20,000,000 or any larger multiple of $1,000,000 and (unless such portion is comprised y) in the case of Base Rate Loans)an Alternative Currency Borrowing, $5,000,000 or an integral multiple of 500,000 units of the applicable Alternative Currency. If no such notice Notice of Interest Rate Election is timely received before delivered prior to the end of an Interest Period for any Group of Euro-Dollar LoansLoan, the Borrower shall be deemed to have elected that all Loans having such Group of Loans Interest Period shall be converted to Base Rate Loans at effective as of the end last day of such Interest Period. (b) Each Notice of Interest Rate Election shall specify: (i) the Group of Loans (or portion thereof) to which such notice applies; (ii) the date on which the conversion or continuation selected in such notice is to be effective, which shall comply with the applicable clause of Section 2.08(a)subsection (a) above; (iii) if the Loans comprising such Group are to be converted, the new type of Loans and, if the Loans being converted are to be Euro-Dollar Loans, the duration of the next succeeding Interest Period applicable thereto; provided that, if at the time such notice is delivered an Event of Default has occurred and is continuing, the duration of the Interest Period with respect to any Euro-Dollar Loans to which such notice applies shall be one month; and (iv) if such Loans are to be continued as Euro-Dollar Loans for an additional Interest Period, the duration of such additional Interest Period; provided that, if at the time such notice is delivered an Event of Default has occurred and is continuing, the duration of the Interest Period with respect to any Euro-Dollar Loans to which such notice applies shall be one month. Each Interest Period specified in a Notice of Interest Rate Election shall comply with the provisions of the definition of Interest Period. (c) Promptly after receiving Upon receipt of a Notice of Interest Rate Election from the applicable Borrower pursuant to Section 2.08(a)subsection (a) above, the Administrative Agent shall promptly notify each Bank Lender of the contents thereof and such notice shall not thereafter be revocable by the such Borrower. (d) The A Borrower shall not be entitled to elect to convert any Committed Dollar Loans to, or continue any Committed Dollar Loans for an additional Interest Period as, Euro-Dollar Loans Loans, in each case made to it, if (i) the aggregate principal amount of any Group of Euro-Dollar Loans created or continued as a result of such election would be less than $10,000,000 or (ii) a Default shall have occurred and be continuing when the such Borrower delivers notice of such election to the Administrative Agent. (e) An election by any Borrower to change or continue the rate of interest applicable to any Group of Loans pursuant to this Section shall not constitute a "BORROWING" subject to the provisions of Section 3.02. (f) The initial Interest Period for each Group of Committed Alternative Currency Loans shall be specified by the applicable Borrower in the applicable Notice of Borrowing. The applicable Borrower may specify the duration of each subsequent Interest Period applicable to such Group of Loans by delivering to the Administrative Agent, not later than 10:30 A.M. (New York City time) on the third Euro-Currency Business Day before the end of the immediately preceding Interest Period, a notice specifying the Group of Loans to which such notice applies and the duration of such subsequent Interest Period (which shall comply with the provisions of the definition of Interest Period). Such notice may, if it so specifies, apply to only a portion of the aggregate principal amount of the relevant Group of Loans; provided that (i) such portion is allocated ratably among the Loans comprising such Group and (ii) the Dollar Amounts of the portion to which such notice applies, and the remaining portion to which it does not apply, are each at least $5,000,000 and shall be in integral multiples of 500,000 units of the relevant Alternative Currency. If no such notice is timely received by the Administrative Agent before the end of any Committed Loan is converted to a different Type of Loanapplicable Interest Period, the applicable Borrower shall pay, on be deemed to have elected that the date subsequent Interest Period for such Group of such conversion, Loans shall have a duration of one month (subject to the interest accrued to such date on provisions of the principal amount being converteddefinition of Interest Period).

Method of Electing Interest Rates. (a) The Loans included in each Committed Borrowing shall bear interest initially at be of the type of rate Type specified by the Borrower in the applicable Notice of Committed Borrowing. Thereafter, the Borrower may from time to time elect to change or continue the type Type of interest rate borne by each Group of Loans (subject to Section 2.08(d2.05(d) and the provisions of Article 8), as follows: (i) if such Loans are Base Rate Loans, the Borrower may elect to convert such Loans to Euro-Dollar Loans as of any Euro-Dollar Business Day;Day and (ii) if such Loans are Euro-Dollar Loans, the Borrower may elect to convert such Loans to Base Rate Loans as of any Domestic Business Day, subject to Section 2.14 if any such conversion is effective on any day other than the last day of an Interest Period applicable to such Loans, or may elect to continue such Loans as Euro-Dollar Loanselect, as of the end of any Interest Period applicable thereto, to convert such Loans to Base Rate Loans, or to continue such Loans as Euro-Dollar Loans for an additional Interest Period. Each such election shall be made by delivering a notice (a “Notice of Interest Rate Election”"NOTICE OF INTEREST RATE ELECTION") to the Administrative Agent not later than 10:30 A.M. (New York City time) on the third Euro-Dollar Business Day before the conversion or continuation selected in such notice is to be effective. A Notice of Interest Rate Election may, if it so specifies, apply to only a portion of the aggregate principal amount of the relevant Group of Loans; provided that (i) such portion is allocated ratably among the Loans comprising such Group and (ii) the portion to which such portionNotice applies, and the remaining portion to which such Notice it does not apply, are each at least $10,000,000 25,000,000 (unless such portion is comprised of Base Rate Loans). If no such notice is timely received before the end of an Interest Period for any Group of Euro-Dollar Loans, the Borrower shall be deemed to have elected that such Group of Loans be converted to Base Rate Loans at the end of such Interest Period. (b) Each Notice of Interest Rate Election shall specify: (i) the Group of Loans (or portion thereof) to which such notice applies; (ii) the date on which the conversion or continuation selected in such notice is to be effective, which shall comply with the applicable clause of Section 2.08(a2.05(a); (iii) if the Loans comprising such Group are to be converted converted, the new Type of Loans and, if the Loans resulting from such conversion are to be Euro-Dollar Loans, the duration of the next succeeding Interest Period applicable thereto; and (iv) if such Loans are to be continued as Euro-Dollar Loans for an additional Interest Period, the duration of such additional Interest Period. Each Interest Period specified in a Notice of Interest Rate Election shall comply with the provisions of the definition of Interest Period. (c) Promptly after receiving a Notice of Interest Rate Election from the a Borrower pursuant to Section 2.08(a2.05(a), the Administrative Agent shall notify each Bank relevant Lender of the contents thereof and such notice shall not thereafter be revocable by the Borrower. (d) The Borrower shall not be entitled to elect to convert any Committed Loans to, or continue any Committed such Loans for an additional Interest Period as, Euro-Dollar Loans if (ix) the aggregate principal amount of any Group of Euro-Dollar Loans created or continued as a result of such election would be less than $10,000,000 25,000,000 or (iiy) a an Event of Default shall have occurred and be continuing when the Borrower delivers notice of such election to the Administrative AgentAgent or when such conversion or continuation would otherwise be effective. (e) If any Committed Loan is converted to a different Type of Loan, the Borrower shall pay, on the date of such conversion, the interest accrued to such date on the principal amount being converted.

Method of Electing Interest Rates. (a) The Loans included in each Committed Borrowing shall bear interest initially at the type of rate specified by the Borrower in the applicable Notice of Committed Borrowing. Thereafter, the Borrower may from time to time elect to change or continue the type of interest rate borne by each Group of Loans (subject in each case to Section 2.08(d) and the provisions of Article 8)10), as follows: (i) if such Loans are Base Rate Loans, the Borrower may elect to convert such Loans to Euro-Dollar Loans as of any Euro-Dollar Business Day;; provided that notice of such election may not be given if an Event of Default shall have occurred and be continuing on the third Euro-Dollar Business Day before such conversion is to be effective; and (ii) if such Loans are Euro-Dollar Loans, the Borrower may elect to convert such Loans to Base Rate Loans as of any Domestic Business Day, subject to Section 2.14 if any such conversion is effective on any day other than the last day of an Interest Period applicable to such Loans, or may elect to continue such Loans as Euro-Dollar Loans, as of the end of any Interest Period applicable thereto, Loans for an additional Interest Period, in each case effective on the last day of the then current Interest Period applicable to such Loans. Each such election shall be made by delivering a notice substantially in the form of Exhibit P (a “"Notice of Interest Rate Election”") to the Administrative Agent not later than 10:30 A.M. 12:00 Noon (New York City timeEastern Time) on the third Euro-Dollar Business Day before the conversion or continuation selected in such notice is to be effective. A Notice of Interest Rate Election may, if it so specifies, apply to only a portion of the aggregate principal amount of the relevant Group of Loans; provided that (i) such portion is allocated ratably among the Loans comprising such Group and Group, (ii) the portion to which such portionnotice applies, and the remaining portion to which such Notice it does not apply, are each at least $10,000,000 5,000,000 (unless if such portion is to be comprised of Euro-Dollar Loans) or at least $1,000,000 (if such portion is to be comprised of Base Rate Loans). If no ) and (iii) immediately after giving effect to such notice is timely received before the end Notice of an Interest Period for any Group of Euro-Dollar LoansRate Election, the Borrower there shall be deemed to have elected that such Group no more than eight Groups of Loans be converted to (other than Base Rate Loans at the end of such Interest PeriodLoans) outstanding hereunder. (b) Each Notice of Interest Rate Election shall specify: (i) the Group of Loans (or portion thereof) to which such notice applies, including the Interest Type of such Loans; (ii) the date on which the conversion or continuation selected in such notice is to be effective, which shall comply with the applicable clause of Section 2.08(a2.06(a); (iii) if the Loans comprising such Group are to be converted, the new Interest Type of such Loans and, if such Loans are to be converted to Euro-Euro- Dollar Loans, the duration of the next succeeding initial Interest Period applicable thereto; and (iv) if such Loans are to be continued as Euro-Dollar Loans for an additional Interest Period, the duration of such additional Interest Period. Each Interest Period specified in a Notice of Interest Rate Election shall comply with the provisions of the definition of Interest Period. (c) Promptly after receiving Upon receipt of a Notice of Interest Rate Election from the Borrower pursuant to Section 2.08(a2.06(a), the Administrative Agent shall promptly notify each Bank Lender of the contents thereof and such notice shall not thereafter be revocable by the Borrower. (d) The . If the Borrower shall not be entitled fails to elect deliver a timely Notice of Interest Rate Election to convert any Committed Loans to, or continue any Committed Loans the Administrative Agent for an additional Interest Period as, Euro-Dollar Loans if (i) the aggregate principal amount of any Group of Euro-Dollar Loans, such Loans created or continued as a result of such election would shall be less than $10,000,000 or (ii) a Default shall have occurred and be continuing when the Borrower delivers notice of such election to the Administrative Agent. (e) If any Committed Loan is converted to a different Type of Loan, the Borrower shall pay, Base Rate Loans on the date last day of such conversion, the interest accrued to such date on the principal amount being convertedthen current Interest Period applicable thereto.

Method of Electing Interest Rates. (a) The Loans included in each Committed the Borrowing shall bear interest initially at the type of rate specified by the Borrower in the applicable Notice of Committed Borrowing. Thereafter, the Borrower may from time to time elect to change or continue the type of interest rate borne by each Group of Loans (subject in each case to Section 2.08(d) and the provisions of Article 8)VIII), as follows: (i) if such Loans are Base Rate Loans, the Borrower may elect to convert all or any portion of such Loans to Euro-Dollar Loans as of any Euro-Dollar Business Day; (ii) if such Loans are Euro-Dollar Loans, the Borrower may elect to convert all or any portion of such Loans to Base Rate Loans and/or elect to continue all or any portion of such Loans as of any Domestic Business DayEuro-Dollar Loans for an additional Interest Period or additional Interest Periods, subject to Section 2.14 if any such conversion is in each case effective on any day other than the last day of an the then current Interest Period applicable to such Loans, or may elect on such other date designated by Borrower in the Notice of Interest Rate Election provided Borrower shall pay any losses pursuant to continue such Loans as Euro-Dollar Loans, as of the end of any Interest Period applicable thereto, for an additional Interest PeriodSection 2.13. Each such election shall be made by delivering a notice (a “Notice of Interest Rate Election”) to the Administrative Agent not later than 10:30 A.M. at least three (New York City time3) on the third Euro-Dollar Business Day Days before the conversion or continuation selected in such notice is to be effective. A Notice of Interest Rate Election may, if it so specifies, apply to only a portion of the aggregate principal amount of the relevant Group of Loans; provided that (i) such portion is allocated ratably among the Loans comprising such Group and Group, (ii) the portion to which such portionNotice applies, and the remaining portion to which such Notice it does not apply, are each at least $10,000,000 500,000 or any larger multiple of $100,000, (unless such portion is comprised of Base Rate Loans). If iii) there shall be no such notice is timely received before the end of an Interest Period for any Group of more than ten (10) Euro-Dollar Loans, the Borrower shall be deemed to have elected that such Group Groups of Loans outstanding at any time, (iv) no Committed Loan may be continued as, or converted to Base Rate Loans at into, a Euro-Dollar Loan when any Event of Default has occurred and is continuing, and (v) no Interest Period shall extend beyond the end of such Interest PeriodMaturity Date. (b) Each Notice of Interest Rate Election shall specify: (i) the Group of Loans (or portion thereof) to which such notice applies; (ii) the date on which the conversion or continuation selected in such notice is to be effective, which shall comply with the applicable clause of Section 2.08(a)subsection (a) above; (iii) if the Loans comprising such Group are to be converted to converted, the new type of Loans and, if such new Loans are Euro-Dollar Loans, the duration of the next succeeding initial Interest Period applicable thereto; and (iv) if such Loans are to be continued as Euro-Dollar Loans for an additional Interest Period, the duration of such additional Interest Period. Each Interest Period specified in a Notice of Interest Rate Election shall comply with the provisions of the definition of Interest Period. (c) Promptly after receiving Upon receipt of a Notice of Interest Rate Election from the Borrower pursuant to Section 2.08(a)subsection (a) above, the Administrative Agent shall notify the Documentation Agent and each Bank the same day as it receives such Notice of Interest Rate Election of the contents thereof thereof, the interest rates determined pursuant thereto and the Interest Periods (if different from those requested by the Borrower) and such notice shall not thereafter be revocable by the Borrower. (d) The Borrower shall not be entitled to elect to convert any Committed Loans to, or continue any Committed Loans for an additional Interest Period as, Euro-Dollar Loans if (i) the aggregate principal amount of any Group of Euro-Dollar Loans created or continued as a result of such election would be less than $10,000,000 or (ii) a Default shall have occurred and be continuing when the Borrower delivers notice of such election to the Administrative Agent. (e) If any Committed Loan is converted to a different Type of Loan, the Borrower shall pay, on the date of such conversion, the interest accrued to such date on the principal amount being converted.the

Method of Electing Interest Rates. (a) The Loans included in each Committed Borrowing shall bear interest initially at the type of rate specified by the Borrower in the applicable Notice of Committed Borrowing. Thereafter, the Borrower may from time to time elect to change or continue the type of interest rate borne by each Group of Loans (subject to subsection (d) of this Section 2.08(d) and the provisions of Article 8)9), as follows: (i) if such Loans are Base Rate Loans, the Borrower may elect to convert such Loans to CD Loans as of any Domestic Business Day or to Euro-Dollar Loans as of any Euro-Dollar Business Day; (ii) if such Loans are CD Loans, the Borrower may elect to convert such Loans to Base Rate Loans or Euro-Dollar Loans or elect to continue such Loans as CD Loans for an additional Interest Period, subject to Section 2.13 if any such conversion is effective on any day other than the last day of the then current Interest Period applicable to such Loans; and (iii) if such Loans are Euro-Dollar Loans, the Borrower may elect to convert such Loans to Base Rate Loans or CD Loans or elect to continue such Loans as of any Domestic Business DayEuro-Dollar Loans for an additional Interest Period, subject to Section 2.14 2.13 if any such conversion is effective on any day other than the last day of an the then current Interest Period applicable to such Loans, or may elect to continue such Loans as Euro-Dollar Loans, as of the end of any Interest Period applicable thereto, for an additional Interest Period. Each such election shall be made by delivering a notice (a “"Notice of Interest Rate Election”") to the Administrative Agent not later than 10:30 A.M. (New York City time) on the third Euro-Dollar Business Day before the conversion or continuation selected in such notice is to be effective (unless the relevant Loans are to be converted from Domestic Loans of one type to Domestic Loans of the other type or are CD Loans to be continued as CD Loans for an additional Interest Period, in which case such notice shall be delivered to the Agent not later than 10:30 A.M. (New York City time) on the second Domestic Business Day before such conversion or continuation is to be effective). A Notice of Interest Rate Election may, if it so specifies, apply to only a portion of the aggregate principal amount of the relevant Group of Loans; provided that (i) such portion is allocated ratably among the Loans comprising such Group and (ii) the portion to which such portionNotice applies, and the remaining portion to which such Notice it does not apply, are each at least $10,000,000 (unless such portion is comprised 5,000,000 or any larger multiple of Base Rate Loans)$1,000,000. If no such notice is timely received before the end of an Interest Period for any Group of CD Loans or Euro-Dollar Loans, the Borrower shall be deemed to have elected that such Group of Loans be converted to Base Rate Loans at the end of such Interest Period. (b) Each Notice of Interest Rate Election shall specify: (i) the Group of Loans (or portion thereof) to which such notice applies; (ii) the date on which the conversion or continuation selected in such notice is to be effective, which shall comply with the applicable clause of Section 2.08(a)subsection (a) above; (iii) if the Loans comprising such Group are to be converted converted, the new type of Loans and, if the Loans resulting from such conversion are to be CD Loans or Euro-Dollar Loans, the duration of the next succeeding Interest Period applicable thereto; and (iv) if such Loans are to be continued as CD Loans or Euro-Dollar Loans for an additional Interest Period, the duration of such additional Interest Period. Each Interest Period specified in a Notice of Interest Rate Election shall comply with the provisions of the definition of Interest Period. (c) Promptly after receiving a Notice of Interest Rate Election from the Borrower pursuant to Section 2.08(a)subsection (a) above, the Administrative Agent shall notify each Bank of the contents thereof and such notice shall not thereafter be revocable by the Borrower. (d) The Borrower shall not be entitled to elect to convert any Committed Loans to, or continue any Committed Loans for an additional Interest Period as, CD Loans or Euro-Dollar Loans if (i) the aggregate principal amount of any Group of Euro-Dollar Loans created or continued as a result of such election would be less than $10,000,000 or (ii) a Default shall have occurred and be continuing when the Borrower delivers notice of such election to the Administrative Agent. (e) If any Committed Loan is converted to a different Type of Loan, the Borrower shall pay, on the date of such conversion, the interest accrued to such date on the principal amount being converted.

Method of Electing Interest Rates. (a) The Loans included in each Committed Borrowing shall bear interest initially at the type of rate specified by the Borrower in the applicable Notice of Committed Borrowing. Thereafter, the Borrower may from time to time elect to change or continue the type of interest rate borne by each Group of Loans (subject to Section 2.08(d2.07(d) and the provisions of Article 8), as follows: (i) if such Loans are Base Rate Loans, the Borrower may elect to convert such Loans to Euro-Dollar Term SOFR Loans as of any Euro-Dollar Business Day;; and (ii) if such Loans are Euro-Dollar Term SOFR Loans, the Borrower may elect to convert such Loans to Base Rate Loans as of any Domestic Business DayDay or elect to continue such Loans as Term SOFR Loans for an additional Interest Period, subject to Section 2.14 2.12 if any such conversion is effective on any day other than the last day of an Interest Period applicable to such Loans, or may elect to continue such Loans as Euro-Dollar Loans, as of the end of any Interest Period applicable thereto, for an additional Interest Period. Each such election shall be made by delivering a notice substantially in the form of Exhibit G or such other form as may be approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent) (a “Notice of Interest Rate Election”) to the Administrative Agent not later than 10:30 A.M. 1:00 P.M. (New York City time) on the third Euro-Dollar second Business Day before the conversion or continuation selected in such notice is to be effective. A Notice of Interest Rate Election may, if it so specifies, apply to only a portion of the aggregate principal amount of the relevant Group of Loans; provided that (i) such portion is allocated ratably among the Loans comprising such Group and (ii) the portion to which such portionNotice of Interest Rate Election applies, and the remaining portion to which such Notice it does not apply, are each at least $10,000,000 (unless such portion is comprised 5,000,000 or any larger multiple of Base Rate Loans)$1,000,000. If no such notice is timely received before the end of an Interest Period for any Group of Euro-Dollar Term SOFR Loans, the Borrower shall be deemed to have elected that such Group of Loans be converted to Base Rate Loans at the end of such Interest Period. (b) Each Notice of Interest Rate Election shall specify: (i) the Group of Loans (or portion thereof) to which such notice applies; (ii) the date on which the conversion or continuation selected in such notice is to be effective, which shall comply with the applicable clause of Section 2.08(a)2.07(a) above; (iii) if the Loans comprising such Group are to be converted converted, the new type of Loans and, if the Loans resulting from such conversion are to Euro-Dollar be Term SOFR Loans, the duration of the next succeeding Interest Period applicable thereto; and (iv) if such Loans are to be continued as Euro-Dollar Term SOFR Loans for an additional Interest Period, the duration of such additional Interest Period. Each Interest Period specified in a Notice of Interest Rate Election shall comply with the provisions of the definition of Interest Period. (c) Promptly after receiving a Notice of Interest Rate Election from the Borrower pursuant to Section 2.08(a)2.07(a) above, the Administrative Agent shall notify each Bank Lender of the contents thereof and such notice shall not thereafter be revocable by the Borrower. (d) The Borrower shall not be entitled to elect to convert any Committed Loans to, or continue any Committed Loans for an additional Interest Period as, Euro-Dollar Term SOFR Loans if (i) the aggregate principal amount of any Group of Euro-Dollar Term SOFR Loans created or continued as a result of such election would be less than $10,000,000 or 5,000,000, (ii) a Default shall have occurred and be continuing when the Borrower delivers notice of such election to the Administrative AgentAgent or (iii) the number of separate Groups of Term SOFR Loans created or continued as a result of such election would exceed five. (e) If any Committed Loan is converted to a different Type type of Loan, the Borrower shall pay, on the date of such conversion, the interest accrued to such date on the principal amount being converted. (f) If the Borrower fails to specify a type of Loan in a Notice of Borrowing or Notice of Interest Rate Election or if the Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Loans shall be made as, or converted to, Term SOFR Loans with an Interest Period of one month and any such automatic conversion shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Term

Method of Electing Interest Rates. (a) The Loans included in each Committed Borrowing Advance shall bear interest initially at the type of rate specified by the Borrower in the applicable Notice of Committed BorrowingAdvance; provided, however, that Borrower shall only be entitled to elect Base Rate Advances in the event that (i) such Advance is to be made by Lender on a date other than the first day of a Euro-Dollar Interest Period applicable to an existing Euro-Dollar Loan, (ii) such Advance is to be made by Lender on a date other than a Euro-Dollar Business Day, or (iii) the circumstances described in clause (a) or (b) of Section 8.1 or in Section 8.2 shall exist and be continuing on either the date of the Notice of Advance or the date of the Advance. Thereafter, the Borrower may from time to time elect to change or continue the type of interest rate borne by each Group of all the Loans comprised in such Advance (subject in each case to Section 2.08(d) and the provisions of Article 8)VIII), as follows: (i1) if such Loans are Base Rate Loans, the Borrower may elect to shall convert such Loans to Euro-Dollar Loans as of any the first day of the next succeeding Euro-Dollar Interest Period applicable to an existing Euro-Dollar Loan (or, if no Euro-Dollar Interest Periods are in effect and such Advance is made on a day other than a Euro-Dollar Business Day, the next succeeding Euro-Dollar Business Day); (ii2) if such Loans are Euro-Dollar Loans, the Borrower may elect to convert such Loans to Base Rate Loans as of any Domestic Business Day, subject to Section 2.14 if any such conversion is effective on any day other than the last day of an Interest Period applicable to such Loans, or may elect to continue such Loans as Euro-Dollar Loans, as of the end of any Interest Period applicable thereto, Loans for an additional Interest Period, in each case effective on the last day of the then current Interest Period applicable to such Loans. Each such election shall be made by delivering a notice (a “"Notice of Interest Rate Election”") to the Administrative Agent not later than 10:30 A.M. (New York City time) on the third Lender at least three Euro-Dollar Business Day Days before the conversion conver sion or continuation selected in such notice is to be effective. A Notice of Interest Rate Election may, if it so specifies, apply In the event Borrower fails to only a portion of the aggregate principal amount of the relevant Group of Loans; provided that (i) such portion is allocated ratably among the Loans comprising such Group and (ii) such portion, and the remaining portion to which such Notice does not apply, are each at least $10,000,000 (unless such portion is comprised of Base Rate Loans). If no such notice is timely received before the end of an Interest Period for any Group of Euro-Dollar Loans, the Borrower shall be deemed to have elected that such Group of Loans be converted to Base Rate Loans at the end of such Interest Period. (b) Each Notice of Interest Rate Election shall specify: (i) the Group of Loans (or portion thereof) to which such notice applies; (ii) the date on which the conversion or continuation selected in such notice is to be effective, which shall comply with the applicable clause of Section 2.08(a); (iii) if the Loans comprising such Group are to be converted to Euro-Dollar Loans, the duration of the next succeeding Interest Period applicable thereto; and (iv) if such Loans are to be continued as Euro-Dollar Loans for an additional Interest Period, the duration of such additional Interest Period. Each Interest Period specified in deliver a Notice of Interest Rate Election with respect to any Loan or Loans, provided no Event of Default has occurred and is then continuing, such Loan or Loans shall comply with be continued as the provisions same type of Loan for the definition of Interest Period. (c) Promptly after receiving a Notice of Interest Rate Election from the Borrower pursuant to Section 2.08(a), the Administrative Agent shall notify each Bank of the contents thereof and such notice shall not thereafter be revocable by the Borrower. (d) The Borrower shall not be entitled to elect to convert any Committed Loans to, or continue any Committed Loans for an additional same Interest Period as, Euro-Dollar Loans if (i) the aggregate principal amount of any Group of Euro-Dollar Loans created or continued as a result of such election would be less than $10,000,000 or (ii) a Default shall have occurred and be continuing when the Borrower delivers notice of such election to the Administrative Agentthen in effect. (e) If any Committed Loan is converted to a different Type of Loan, the Borrower shall pay, on the date of such conversion, the interest accrued to such date on the principal amount being converted.

Method of Electing Interest Rates. (a) The Loans included in each Committed Borrowing shall bear interest initially at the type of rate specified by the Borrower in the applicable Notice of Committed Borrowing. Thereafter, the Borrower may from time to time elect to change or continue the type of interest rate borne by each Group of Term Loans or Revolving Loans (subject to Section 2.08(dsubsection (d) and the provisions of Article 8), as follows: (i) if such Loans are Base Rate Loans, the Borrower may elect to convert such Loans to Euro-Dollar Loans as of any Euro-Dollar Business Day; ; and Table of Contents (ii) if such Loans are Euro-Dollar Loans, the Borrower may elect to convert such Loans to Base Rate Loans as of any Domestic Business DayDay or elect to continue such Loans as Euro-Dollar Loans for an additional Interest Period, subject to Section 2.14 2.11 if any such conversion is effective on any day other than the last day of an Interest Period applicable to such Loans, or may elect to continue such Loans as Euro-Dollar Loans, as of the end of any Interest Period applicable thereto, for an additional Interest Period. Each such election shall be made by delivering a notice (a “Notice of Interest Rate Election”) to the Administrative Agent not later than 10:30 11:30 A.M. (New York City time) on the third Euro-Dollar Business Day before the conversion or continuation selected in such notice is to be effective. A Notice of Interest Rate Election may, if it so specifies, apply to only a portion of the aggregate principal amount of the relevant Group of Loans; provided that (i) such portion is allocated ratably among the Loans comprising such Group and (ii) the portion to which such portionNotice applies, and the remaining portion to which such Notice it does not apply, are each at least $10,000,000 (unless such portion is comprised of Base Rate Loans). If no such notice is timely received before the end of an Interest Period for any Group of Euro-Dollar Loans, the Borrower shall be deemed to have elected that such Group of Loans be converted to Base Rate Loans at the end of such Interest Period. (b) Each Notice of Interest Rate Election shall specify: (i) the Group of Loans (or portion thereof) to which such notice applies; (ii) the date on which the conversion or continuation selected in such notice is to be effective, which shall comply with the applicable clause of Section 2.08(a)subsection (a) above; (iii) if the Loans comprising such Group are to be converted converted, the new Type of Loans and, if the Loans resulting from such conversion are to be Euro-Dollar Loans, the duration of the next succeeding Interest Period applicable thereto; and (iv) if such Loans are to be continued as Euro-Dollar Loans for an additional Interest Period, the duration of such additional Interest Period. Each Interest Period specified in a Notice of Interest Rate Election shall comply with the provisions of the definition of Interest Period. (c) Promptly after receiving a Notice of Interest Rate Election from the Borrower pursuant to Section 2.08(a)subsection (a) above, the Administrative Agent shall notify each Bank Lender of the contents thereof and such notice shall not thereafter be revocable by the Borrower. (d) The Borrower shall not be entitled to elect to convert any Committed Loans to, or continue any Committed Loans for an additional Interest Period as, Euro-Dollar Loans if (i) the aggregate principal amount of any Group of Euro-Dollar Loans created or continued as a result of such election would be less than $10,000,000 or (ii) a Default shall have occurred and be continuing when the Borrower delivers notice of such election to the Administrative Agent. (e) If any Committed Loan is converted to a different Type of Loan, the Borrower shall pay, on the date of such conversion, the interest accrued to such date on the principal amount being converted.

Method of Electing Interest Rates. (a) The Loans included in each Committed Borrowing shall bear interest initially at be of the type of rate Type specified by the relevant Borrower in the applicable Notice of Committed Borrowing, subject to the limitations set forth in Section 2.02; provided that the Type of any Loans outstanding under the Original Credit Agreement immediately prior to the Effective Date shall be the Type which such Loans are immediately prior to the Effective Date. ThereafterOn and after the Effective Date, the relevant Borrower may from time to time elect to change or continue the type Type of interest rate borne by Loans in each Group of Loans (other than any Group of Loans which are Swing Loans), subject in each case to Section 2.08(d) and the provisions of Article 8)8, as follows: (i) if such Loans are Base Rate Loans, the such Borrower may elect to convert such Loans to Euro-Dollar Loans as of any Euro-Dollar Business Day;; provided that no Base Rate Loans shall be converted to Euro-Dollar Loans if at the time such conversion is to be effective, an Event of Default has occurred and is continuing; and (ii) if such Loans are Euro-Dollar Loans, the such Borrower may elect to convert such Loans to Base Rate Loans as of any Domestic Business Day or to continue such Loans as Euro-Dollar Loans for an additional Interest Period as of any Euro-Dollar Business Day, subject to Section 2.14 if 2.12 in the case of any such conversion is or continuation effective on any day other than the last day of an the then current Interest Period applicable to such Loans, or may elect to continue such ; provided that no Euro-Dollar Loans shall be continued as Euro-Dollar LoansLoans if at the time such continuation is to be effective, as an Event of the end of any Interest Period applicable thereto, for an additional Interest PeriodDefault has occurred and is continuing. Each such election shall be made by delivering a notice (a “"Notice of Interest Rate Election”") to the Administrative Agent not later than 10:30 A.M. 12:00 Noon (New York City time) on the third Euro-Dollar Business Day before the conversion or continuation selected in such notice is to be effective. A Notice of Interest Rate Election may, if it so specifies, apply to only a portion of the aggregate principal amount of the relevant Group of Loans; provided that (i) such portion is allocated ratably among the Loans comprising such Group and (ii) the portion to which such portionNotice applies, and the remaining portion to which such Notice it does not apply, are each at least $10,000,000 (unless such portion is comprised 5,000,000 or any larger multiple of Base Rate Loans)$1,000,000. If no such notice Notice of Interest Election is timely received before prior to the end of an Interest Period for any Group of Euro-Dollar Loans, the such Borrower shall be deemed to have elected that such Group of Loans be converted to Base Rate Loans at as of the end last day of such Interest Period. In no event shall the total number of Groups of Loans at any time outstanding exceed 20. (b) Each Notice of Interest Rate Election shall specify: (i) the Group of Loans (or portion thereof) to which such notice applies; (ii) the date on which the conversion or continuation selected in such notice is to be effective, which shall comply with subject to the applicable clause of Section 2.08(aprovisos set forth in Sections 2.08(a)(i) and 2.08(a)(ii); (iii) if the Loans comprising such Group are to be converted, the new Type of Loans and, if the Loans being converted are to be Euro-Dollar Loans, the duration of the next succeeding Interest Period applicable thereto; and (iv) if such Loans are to be continued as Euro-Dollar Loans for an additional Interest Period, the duration of such additional Interest Period. Each Interest Period specified in a Notice of Interest Rate Election shall comply with the provisions of the definition of Interest Period. (c) Promptly after receiving Upon receipt of a Notice of Interest Rate Election from the either Borrower pursuant to Section 2.08(a), the Administrative Agent shall promptly notify each Bank Lender of the contents thereof and such notice shall not thereafter be revocable by the such Borrower. (d) The An election by either Borrower shall not be entitled to elect to convert any Committed Loans to, change or continue any Committed Loans for an additional Interest Period as, Euro-Dollar Loans if (i) the aggregate principal amount rate of interest applicable to any Group of Euro-Dollar Loans created or continued as pursuant to this Section shall not constitute a result of such election would be less than $10,000,000 or (ii) a Default shall have occurred and be continuing when the Borrower delivers notice of such election "Borrowing" subject to the Administrative Agentprovisions of Section 3.03. (e) If any Committed Loan is converted to a different Type of Loan, the Borrower shall pay, on the date of such conversion, the interest accrued to such date on the principal amount being converted.

Method of Electing Interest Rates. (a) The Loans included in each Committed Borrowing shall bear interest initially at the type of rate specified by the Borrower in the applicable Notice of Committed Borrowing. Thereafter, the Borrower may from time to time elect to change or continue the type of interest rate borne by each Group of Loans (subject to subsection (d) of this Section 2.08(d) and the provisions of Article 8), as follows: (i) if such Loans are Base Rate Loans, the Borrower may elect to convert such Loans to Euro-Dollar Loans as of any Euro-Dollar Business Day;Day and (ii) if such Loans are Euro-Dollar Loans, the Borrower may elect to convert such Loans to Base Rate Loans as of any Domestic Business DayDay or elect to continue such Loans as Euro-Dollar Loans for an additional Interest Period, subject to Section 2.14 2.11 if any such conversion is effective on any day other than the last day of an Interest Period applicable to such Loans, or may elect to continue such Loans as Euro-Dollar Loans, as of the end of any Interest Period applicable thereto, for an additional Interest Period. Each such election shall be made by delivering a notice (a “Notice of Interest Rate Election”"NOTICE OF INTEREST RATE ELECTION") to the Administrative Agent not later than 10:30 11:00 A.M. (New York City time) on the third Euro-Dollar Business Day before the conversion or continuation selected in such notice is to be effective. A Notice of Interest Rate Election may, if it so specifies, apply to only a portion of the aggregate principal amount of the relevant Group of Loans; provided PROVIDED that (iA) such portion is allocated ratably among the Loans comprising such Group and Group, (iiB) the portion to which such portionNotice applies, and the remaining portion to which such Notice it does not apply, are each at least $10,000,000 1,000,000 (unless such portion is comprised of Base Rate Loans)) and (C) immediately after giving effect to such Notice, there shall be not more than 8 Groups of Loans outstanding. If no such notice is timely received before the end of an Interest Period for any Group of Euro-Dollar Loans, the Borrower shall be deemed to have elected that such Group of Loans be converted to Base Rate Loans at the end of such Interest Period. (b) Each Notice of Interest Rate Election shall specify: (i) the Group of Loans (or portion thereof) to which such notice applies; (ii) the date on which the conversion or continuation selected in such notice is to be effective, which shall comply with the applicable clause of Section 2.08(a)subsection (a) above; (iii) if the Loans comprising such Group are to be converted converted, the new type of Loans and, if the Loans resulting from such conversion are to be Euro-Dollar Loans, the duration of the next succeeding Interest Period applicable thereto; and (iv) if such Loans are to be continued as Euro-Dollar Loans for an additional Interest Period, the duration of such additional Interest Period. Each Interest Period specified in a Notice of Interest Rate Election shall comply with the provisions of the definition of Interest Period. (c) Promptly after receiving a Notice of Interest Rate Election from the Borrower pursuant to Section 2.08(a)subsection (a) above, the Administrative Agent shall notify each Bank of the contents thereof and such notice shall not thereafter be revocable by the Borrower. (d) The Borrower shall not be entitled to elect to convert any Committed Loans to, or continue any Committed Loans for an additional Interest Period as, Euro-Dollar Loans if (i) the aggregate principal amount of any Group of Euro-Dollar Loans created or continued as a result of such election would be less than $10,000,000 1,000,000.00 or (ii) a Default shall have occurred and be continuing when the Borrower delivers notice of such election to the Administrative Agent. (e) If any Committed Loan is converted to a different Type type of Loan, the Borrower shall pay, on the date of such conversion, the interest accrued to such date on the principal amount being converted.

Method of Electing Interest Rates. (a) The Loans included in each Committed Borrowing shall bear interest initially at the type of rate specified by the Borrower in the applicable Notice of Committed Borrowing. Thereafter, the Borrower may from time to time elect to change or continue the type of interest rate borne by each Group of Loans (subject in each case to Section 2.08(d) and the provisions of Article 8)VIII), as follows: (i) if such Loans are Base Rate Loans, the Borrower may elect to convert all or any portion of such Loans to Euro-Dollar Loans as of any Euro-Dollar Business Day; (ii) if such Loans are Euro-Dollar Loans, the Borrower may elect to convert all or any portion of such Loans to Base Rate Loans and/or elect to continue all or any portion of such Loans as of any Domestic Business DayEuro-Dollar Loans for an additional Interest Period or additional Interest Periods, subject to Section 2.14 if any such conversion is in each case effective on any day other than the last day of an the then current Interest Period applicable to such Loans, or may elect on such other date designated by Borrower in the Notice of Interest Rate Election provided Borrower shall pay any losses pursuant to continue such Loans as Euro-Dollar Loans, as of the end of any Interest Period applicable thereto, for an additional Interest PeriodSection 2.13. Each such election shall be made by delivering a notice (a “"Notice of Interest Rate Election”") to the Administrative Agent not later than 10:30 A.M. at least three (New York City time3) on the third Euro-Dollar Business Day Days before the conversion or continuation selected in such notice is to be effective. A Notice of Interest Rate Election may, if it so specifies, apply to only a portion of the aggregate principal amount of the relevant Group of Loans; provided that (i) such portion is allocated ratably among the Loans comprising such Group and Group, (ii) the portion to which such portionNotice applies, and the remaining portion to which such Notice it does not apply, 37 are each at least $10,000,000 500,000 or any larger multiple of $100,000, (unless such portion is comprised of Base Rate Loans). If iii) there shall be no such notice is timely received before the end of an Interest Period for any Group of more than ten (10) Euro-Dollar Loans, the Borrower shall be deemed to have elected that such Group Groups of Loans outstanding at any time, (iv) no Loan may be continued as, or converted to Base Rate Loans at into, a Euro-Dollar Loan when any Event of Default has occurred and is continuing, and (v) no Interest Period shall extend beyond the end of such Interest PeriodMaturity Date. (b) Each Notice of Interest Rate Election shall specify: (i) the Group of Loans (or portion thereof) to which such notice applies; (ii) the date on which the conversion or continuation selected in such notice is to be effective, which shall comply with the applicable clause of Section 2.08(a)subsection (a) above; (iii) if the Loans comprising such Group are to be converted to converted, the new type of Loans and, if such new Loans are Euro-Dollar Loans, the duration of the next succeeding initial Interest Period applicable thereto; and (iv) if such Loans are to be continued as Euro-Dollar Loans for an additional Interest Period, the duration of such additional Interest Period. Each Interest Period specified in a Notice of Interest Rate Election shall comply with the provisions of the definition of Interest Period. (c) Promptly after receiving Upon receipt of a Notice of Interest Rate Election from the Borrower pursuant to Section 2.08(a)subsection (a) above, the Administrative Agent shall notify the Documentation Agent and each Bank the same day as it receives such Notice of Interest Rate Election of the contents thereof thereof, the interest rates determined pursuant thereto and the Interest Periods (if different from those requested by the Borrower) and such notice shall not thereafter be revocable by the Borrower. (d) The . If the Borrower shall not be entitled fails to elect deliver a timely Notice of Interest Rate Election to convert any Committed Loans to, or continue any Committed Loans the Administrative Agent for an additional Interest Period as, Euro-Dollar Loans if (i) the aggregate principal amount of any Group of Euro-Dollar Loans, such Loans created or continued as a result of such election would shall be less than $10,000,000 or (ii) a Default shall have occurred and be continuing when the Borrower delivers notice of such election to the Administrative Agent. (e) If any Committed Loan is converted to a different Type of Loan, the Borrower shall pay, into Base Rate Loans on the date last day of such conversion, the interest accrued to such date on the principal amount being convertedthen current Interest Period applicable thereto.

Method of Electing Interest Rates. (a) The Loans included in each Committed Borrowing shall bear interest initially at the type of rate specified by the Borrower in the applicable Notice of Committed Borrowing. Thereafter, the Borrower may from time to time elect to change or continue the type of interest rate borne by each Group of Loans (subject in each case to Section 2.08(d) and the provisions of Article 8), as follows: (i) if such Loans are Base Rate Loans, the Borrower may elect to convert such Loans to CD Loans as of any Domestic Business Day or to Euro-Dollar Loans as of any Euro-Dollar Business Day; (ii) if such Loans are CD Loans, the Borrower may elect to convert such Loans to Base Rate Loans or Euro-Dollar Loans or elect to continue such Loans as CD Loans for an additional Interest Period, subject to Section 2.14 in the case of any such conversion or continuation effective on any day other than the last day of the then current Interest Period applicable to such Loans; and (iii) if such Loans are Euro-Dollar Loans, the Borrower may elect to convert such Loans to Base Rate Loans or CD Loans or elect to continue such Loans as of any Domestic Business DayEuro-Dollar Loans for an additional Interest Period, subject to Section 2.14 if in the case of any such conversion is or continuation effective on any day other than the last day of an the then current Interest Period applicable to such Loans, or may elect to continue such Loans as Euro-Dollar Loans, as of the end of any Interest Period applicable thereto, for an additional Interest Period. Each such election shall be made by delivering a notice (a “"Notice of Interest Rate Election”") to the Administrative Agent not later than 10:30 A.M. (New York City time) on the third Euro-Dollar Business Day before the conversion or continuation selected in such notice is to be effective (unless the relevant Loans are to be converted to Domestic Loans of the other type or are CD Rate Loans to be continued as CD Rate Loans for an additional Interest Period, in which case such notice shall be delivered to the Administrative Agent not later than 10:30 A.M. (New York City time) on the second Domestic Business Day before such conversion or continuation is to be effective). A Notice of Interest Rate Election may, if it so specifies, apply to only a portion of the aggregate principal amount of the relevant Group of Loans; provided that (i) such portion is allocated ratably among the Loans comprising such Group and (ii) the portion to which such portionNotice applies, and the remaining portion to which such Notice it does not apply, are each at least $10,000,000 (unless such portion is comprised or any larger multiple of Base Rate Loans). If no such notice is timely received before the end of an Interest Period for any Group of Euro-Dollar Loans, the Borrower shall be deemed to have elected that such Group of Loans be converted to Base Rate Loans at the end of such Interest Period$1,000,000. (b) Each Notice of Interest Rate Election shall specify: (i) the Group of Loans (or portion thereof) to which such notice applies; (ii) the date on which the conversion or continuation selected in such notice is to be effective, which shall comply with the applicable clause of Section 2.08(a)subsection (a) above; (iii) if the Loans comprising such Group are to be converted, the new type of Loans and, if the Loans being converted are to Euro-Dollar be Fixed Rate Loans, the duration of the next succeeding Interest Period applicable thereto; and (iv) if such Loans are to be continued as CD Loans or Euro-Dollar Loans for an additional Interest Period, the duration of such additional Interest Period. Each Interest Period specified in a Notice of Interest Rate Election shall comply with the provisions of the definition of Interest PeriodPeriod and of Section 2.10(e). (c) Promptly after receiving Upon receipt of a Notice of Interest Rate Election from the Borrower pursuant to Section 2.08(a)subsection (a) above, the Administrative Agent shall promptly notify each Bank Lender of the contents thereof and such notice shall not thereafter be revocable by the Borrower. If the Borrower fails to deliver a timely Notice of Interest Rate Election to the Administrative Agent for any Group of Fixed Rate Loans, such Loans shall be converted into Base Rate Loans on the last day of the then current Interest Period applicable thereto. (d) The An election by the Borrower shall not be entitled to elect to convert any Committed Loans to, change or continue any Committed Loans for an additional Interest Period as, Euro-Dollar Loans if (i) the aggregate principal amount rate of interest applicable to any Group of Euro-Dollar Loans created or continued as pursuant to this Section 2.10 shall not constitute a result of such election would be less than $10,000,000 or (ii) a Default shall have occurred and be continuing when the Borrower delivers notice of such election "Borrowing" subject to the Administrative Agentprovisions of Section 3.02. (e) If any Committed Loan is converted to a different Type of Loan, the Borrower shall pay, on the date of such conversion, the interest accrued to such date on the principal amount being converted.