Common use of Method of Electing Interest Rates Clause in Contracts

Method of Electing Interest Rates. (a) The Loans shall bear interest initially for the Interest Period specified by the Borrower in the applicable Notice of Borrowing. Thereafter, the Borrower may from time to time elect to change or continue the Interest Period for each Group of Loans (subject in each case to the provisions of Article VIII), as follows: (i) the Borrower may elect to continue all or any portion of Yen LIBORTIBOR Loans for either a one-month Interest Period or a three-month Interest Period, in each case effective on the last day of the then current Interest Period applicable to such Loans, or on such other date designated by the Borrower in the Notice of Interest Rate Election, provided the Borrower shall pay any losses pursuant to Section 2.11. (ii) with respect to any Loans that are Yen LIBOR Loans as of the First Amendment Effective Date, such Loans shall continue to be Yen LIBOR Loans until the end of any then current Interest Period applicable to such Loans, and on the last day of such Interest Period, such Yen LIBOR Loans shall convert to TIBOR Loans for an Interest Period selected by the Borrower. Each such election shall be made by delivering a notice (a “Notice of Interest Rate Election”) to Administrative Agent at least four Business Days prior to, but excluding, the effective date of the continuation selected in such notice. After the First Amendment Effective Date, the Borrower will no longer be permitted to borrow, convert or continue Yen LIBOR Loans. After all Yen LIBOR Loans outstanding on the First Amendment Effective Date have been converted to TIBOR Loans, there will no longer be Yen LIBOR Loans outstanding under this Agreement. 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 Notice of Interest Rate Election applies, and the remaining portion to which it does not apply, are JPY 30,000,000 or a higher integral multiple of JPY 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 continuation selected in such notice is to be effective, which shall comply with the applicable clause of subsection (a) above; and (iii) the duration of the next 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) Upon receipt of a Notice of Interest Rate Election from the Borrower pursuant to subsection (a) above during regular business hours on a Business Day, Administrative Agent shall notify each Lender on the same day (or, if received after regular business hours, the following Business Day) as it receives such Notice of Interest Rate Election of the contents 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. If the Borrower fails to deliver a timely Notice of Interest Rate Election to Administrative Agent for any Group of Loans, such Loans shall be have an Interest Period of three months. (d) Notwithstanding any other provision of this Agreement, the Borrower may not have more than ten Groups of Loans outstanding at any one time.

Method of Electing Interest Rates. (a) The Revolving Credit Loans made to the Borrowers shall bear interest initially for at either the Interest Period specified by Chase Manhattan Bank Rate or the Borrower in the applicable Notice of BorrowingLibor Rate. Thereafter, the applicable Borrower may from time to time elect to change or continue the Interest Period for Type borne by each Group of Loans (subject in each case to the provisions of Article VIII)Revolving Credit Loan, as follows: (ia) if such Revolving Credit Loans are Chase Manhattan Bank Rate Loans, the applicable Borrower may elect to convert such Revolving Credit Loans to Libor Rate Loans as of any Business Day; (b) if such Revolving Credit Loans are Libor Rate Loans, the applicable Borrower may elect to convert such Revolving Credit Loans to Chase Manhattan Bank Rate Loans or, or elect to continue all or any portion of Yen LIBORTIBOR such Libor Rate Loans as Libor Rate Loans for either a one-month Interest Period or a three-month Interest an additional Libor Rate Period, in each case effective on the last day of the then current Interest Libor Rate Period applicable to such Revolving Credit Loans, or on such other date designated by the Borrower in the Notice of Interest Rate Election, provided the Borrower shall pay any losses pursuant to Section 2.11. (ii) with respect to any Loans that are Yen LIBOR Loans as of the First Amendment Effective Date, such Loans shall continue to be Yen LIBOR Loans until the end of any then current Interest Period applicable to such Loans, and on the last day of such Interest Period, such Yen LIBOR Loans shall convert to TIBOR Loans for an Interest Period selected by the Borrower. Each such election shall be made by delivering a notice substantially in the form of Exhibit C hereto (a “"Notice of Interest Rate Election”Selection") to Administrative Agent by (1) 12:00 Noon (New York City time) at least four one (1) Business Day before the conversion of a Libor Rate Loan into a Chase Manhattan Bank Rate Loan, or (2) 12:00 Noon (New York City time) at least three (3) Business Days prior to, but excluding, before the effective date conversion of a Chase Manhattan Bank Rate Loan into a Libor Rate Loan or the continuation selected in such notice. After the First Amendment Effective Date, the Borrower will no longer be permitted to borrow, convert or continue Yen LIBOR Loans. After all Yen LIBOR Loans outstanding on the First Amendment Effective Date have been converted to TIBOR Loans, there will no longer be Yen LIBOR Loans outstanding under this Agreementof a Libor Rate Loan as a Libor Rate Loan. A Notice of Loan Interest Rate Election Selection may, if it so specifies, apply to only a portion of the aggregate principal amount of the relevant Group of LoansRevolving Credit Loan; provided that (i) such portion is allocated ratably among the Loans comprising such Group of Loans and (ii) the portion to which such Notice of Interest Rate Election notice applies, and the remaining portion to which it does not apply, each are JPY 30,000,000 or a higher integral multiple of JPY 1,000,000. (b) sufficient to meet the minimum amount specified in Section 3.14. [WILL ALL LOANS BE AGGREGATED FOR SUCH PURPOSES?] Each Notice of Interest Rate Election Selection relating to a Chase Manhattan Bank Rate Loan or Libor Rate Loan shall specify: (i) the Group of Loans Revolving Credit Loan (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 subsection the first paragraph of this Section 6.01; (aiii) aboveif the Revolving Credit Loans are to be converted, and if such new Revolving Credit Loans are Libor Rate Loans, the duration of the initial Libor Rate Period applicable thereto; and (iiiiv) if such Revolving Credit Loans are to be continued as Libor Rate Loans for an additional Libor Rate Period, the duration of the next Interest such additional Libor Rate Period. Each Interest Libor Rate Period specified in a Notice of Interest Rate Election Selection shall comply with the provisions of the definition of Interest Libor Rate Period. (c) Upon receipt . No conversion into a Libor Rate Loan and no continuation of a Notice Libor Rate Loan shall be permitted when a Default or Event of Interest Rate Election from the Borrower pursuant to subsection (a) above during regular business hours on a Business Day, Administrative Agent shall notify each Lender on the same day (or, if received after regular business hours, the following Business Day) as it receives such Notice of Interest Rate Election of the contents thereof, the interest rates determined pursuant thereto Default has occurred and the Interest Periods (if different from those requested by the Borrower) and such notice shall not thereafter be revocable by the Borroweris continuing. If the applicable Borrower fails to deliver a timely Notice of Interest Rate Election Selection to Administrative the Agent for any Group of Loans, Libor Rate Loans to the Borrower such Revolving Credit Loans shall be have an Interest converted into Chase Manhattan Bank Rate Loans on the last day of the then current Libor Rate Period of three months. (d) Notwithstanding any other provision of this Agreementapplicable thereto. Anything herein to the contrary notwithstanding, the Borrower may not have at no time shall there be outstanding more than ten Groups of three (3) different Libor Rate Periods relating to Libor Rate Loans outstanding at any one timein the aggregate [for all Borrowers].

Method of Electing Interest Rates. (a) The Revolving Credit Loans made to the Borrower shall bear interest initially for at either the Interest Period specified by Chase Manhattan Bank Rate or the Borrower in the applicable Notice of BorrowingLibor Rate. Thereafter, the Borrower may from time to time elect to change or continue the Interest Period for Type borne by each Group of Loans (subject in each case to the provisions of Article VIII)Revolving Credit Loan, as follows: (ia) if such Revolving Credit Loans are Chase Manhattan Bank Rate Loans, the Borrower may elect to convert such Revolving Credit Loans to Libor Rate Loans as of any Business Day; (b) if such Revolving Credit Loans are Libor Rate Loans, the Borrower may elect to convert such Revolving Credit Loans to Chase Manhattan Bank Rate Loans or, or elect to continue all or any portion of Yen LIBORTIBOR such Libor Rate Loans as Libor Rate Loans for either a one-month Interest Period or a three-month Interest an additional Libor Rate Period, in each case effective on the last day of the then current Interest Libor Rate Period applicable to such Revolving Credit Loans, or on such other date designated by the Borrower in the Notice of Interest Rate Election, provided the Borrower shall pay any losses pursuant to Section 2.11. (ii) with respect to any Loans that are Yen LIBOR Loans as of the First Amendment Effective Date, such Loans shall continue to be Yen LIBOR Loans until the end of any then current Interest Period applicable to such Loans, and on the last day of such Interest Period, such Yen LIBOR Loans shall convert to TIBOR Loans for an Interest Period selected by the Borrower. Each such election shall be made by delivering a notice substantially in the form of Exhibit C hereto (a “"Notice of Interest Rate Election”Selection") to Administrative Agent by (1) 12:00 Noon (New York City time) at least four one (1) Business Day before the conversion of a Libor Rate Loan into a Chase Manhattan Bank Rate Loan, or (2) 12:00 Noon (New York City time) at least three (3) Business Days prior to, but excluding, before the effective date conversion of a Chase Manhattan Bank Rate Loan into a Libor Rate Loan or the continuation selected in such notice. After the First Amendment Effective Date, the Borrower will no longer be permitted to borrow, convert or continue Yen LIBOR Loans. After all Yen LIBOR Loans outstanding on the First Amendment Effective Date have been converted to TIBOR Loans, there will no longer be Yen LIBOR Loans outstanding under this Agreementof a Libor Rate Loan as a Libor Rate Loan. A Notice of Loan Interest Rate Election Selection may, if it so specifies, apply to only a portion of the aggregate principal amount of the relevant Group of LoansRevolving Credit Loan; provided that (i) such portion is allocated ratably among the Loans comprising such Group of Loans and (ii) the portion to which such Notice of Interest Rate Election notice applies, and the remaining portion to which it does not apply, each are JPY 30,000,000 or a higher integral multiple of JPY 1,000,000. (b) sufficient to meet the minimum amount specified in Section 3.14. Each Notice of Interest Rate Election Selection relating to a Chase Manhattan Bank Rate Loan or Libor Rate Loan shall specify: (i) the Group of Loans Revolving Credit Loan (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 subsection the first paragraph of this Section 6.01; (aiii) aboveif the Revolving Credit Loans are to be converted, and if such new Revolving Credit Loans are Libor Rate Loans, the duration of the initial Libor Rate Period applicable thereto; and (iiiiv) if such Revolving Credit Loans are to be continued as Libor Rate Loans for an additional Libor Rate Period, the duration of the next Interest such additional Libor Rate Period. Each Interest Libor Rate Period specified in a Notice of Interest Rate Election Selection shall comply with the provisions of the definition of Interest Libor Rate Period. (c) Upon receipt . No conversion into a Libor Rate Loan and no continuation of a Notice Libor Rate Loan shall be permitted when a Default or Event of Interest Rate Election from the Borrower pursuant to subsection (a) above during regular business hours on a Business Day, Administrative Agent shall notify each Lender on the same day (or, if received after regular business hours, the following Business Day) as it receives such Notice of Interest Rate Election of the contents thereof, the interest rates determined pursuant thereto Default has occurred and the Interest Periods (if different from those requested by the Borrower) and such notice shall not thereafter be revocable by the Borroweris continuing. If the Borrower fails to deliver a timely Notice of Interest Rate Election Selection to Administrative the Agent for any Group of Loans, Libor Rate Loans to the Borrower such Revolving Credit Loans shall be have an Interest converted into Chase Manhattan Bank Rate Loans on the last day of the then current Libor Rate Period of three months. (d) Notwithstanding any other provision of this Agreementapplicable thereto. Anything herein to the contrary notwithstanding, the Borrower may not have at no time shall there be outstanding more than ten Groups of three (3) different Libor Rate Periods relating to Libor Rate Loans outstanding at any one timein the aggregate.

Method of Electing Interest Rates. (a) The Loans included in each Committed Borrowing shall bear interest initially for at the Interest Period type of rate specified by the Borrower or the applicable Qualified Borrower in the applicable Notice of 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 Interest Period for type of interest rate borne by each Group of Loans (subject in each case to the provisions of Article 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 Term SOFR Loans or Daily SOFR Loans as of any Business Day applicable to SOFR Loans; and if such Loans are Daily SOFR Loans, the Borrower or the applicable Qualified Borrower may elect to convert all or any portion of such Loans to Term SOFR Loans or Base Rate Loans as of any Business Day applicable to Term SOFR Loans or Base Rate Loans, as applicable; (ii) if such Loans are Term SOFR 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 or Daily SOFR Loans and/or elect to continue all or any portion of Yen LIBORTIBOR such Loans as Term SOFR Loans for either a one-month an additional Interest Period or a three-month additional Interest PeriodPeriods, in each case effective on the last day of the then current Interest Period applicable to such Loans, or on such other date designated by the Borrower or the applicable Qualified Borrower (or the Borrower on behalf of the applicable Qualified Borrower) in the Notice of Interest Rate Election, provided the Borrower or the applicable Qualified Borrower (or the Borrower on behalf of the applicable Qualified Borrower) shall pay any losses pursuant to Section 2.11.2.13, or (iiiii) with respect if such Loans are Alternative Currency Term Rate Loans, the Borrower or the applicable Qualified Borrower (or the Borrower on behalf of the applicable Qualified Borrower) may elect to continue all or any Loans that are Yen LIBOR portion of such Loans as Alternative Currency Term Rate Loans for an additional Interest Period or additional Interest Periods, in each case effective on the last day of the First Amendment Effective Date, such Loans shall continue to be Yen LIBOR Loans until the end of any then current Interest Period applicable to such Loans, and or on the last day of such Interest Period, such Yen LIBOR Loans shall convert to TIBOR Loans for an Interest Period selected other date designated by the Borrower or the applicable Qualified Borrower (or the Borrower on behalf of the applicable Qualified Borrower) in the Notice of Interest Rate Election, provided the Borrower or the applicable Qualified Borrower (or the Borrower on behalf of the applicable Qualified Borrower) shall pay any losses pursuant to Section 2.13. Each such election shall be made by delivering a notice (a “Notice of Interest Rate Election”) Election to the Administrative Agent at least four (i) in the case of any conversion of Daily SOFR Loans to Base Rate Loans or Base Rate Loans to Daily SOFR Loans, one (1) Business Day, (ii) in the case of any continuation of, or conversion to, Term SOFR Loans or any conversion of Term SOFR Loans to Daily SOFR Loans or Base Rate Loans, three (3) Business Days prior toor (iii) in the case of any continuation of Alternative Currency Term Rate Loans, but excluding, four (4) Business Days (or five (5) Business Days in the effective date case of Loans denominated in a Special Notice Currency) before the conversion or continuation selected in such notice. After the First Amendment Effective Datenotice is to be effective, the Borrower will no longer be permitted to borrowby 12:00 Noon (Chicago, convert or continue Yen LIBOR Loans. After all Yen LIBOR Loans outstanding on the First Amendment Effective Date have been converted to TIBOR Loans, there will no longer be Yen LIBOR Loans outstanding under this AgreementIllinois time). 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 Loans, (ii) the portion to which such Notice of Interest Rate Election applies, and the remaining portion to which it does not apply, are JPY 30,000,000 each the Dollar Equivalent of $500,000 or a higher integral any larger multiple of JPY 1,000,000$100,000, (iii) there shall be no more than fifteen (15) (twenty (20) in the event the Borrower exercises its option to increase the Commitments under Section 2.1(b)) Groups of Loans that are Term SOFR Loans or Alternative Currency Term Rate Loans and Competitive Bid Loans outstanding at any one time, (iv) no Committed Loan may be continued as, or converted into, a Term SOFR Loan or an Alternative Currency Loan when any Event of Default has occurred and is continuing without the consent of the Required Banks, (v) except as provided pursuant to Section 2.20, no Committed Loan may be converted into or continued as a Committed Loan denominated in a different currency, but instead must be repaid in the original currency of such Committed Loan and reborrowed in the other currency, and (vi) no Interest Period shall extend beyond the Maturity Date. During the existence of a Default, Committed Loans may only be requested as Base Rate Loans or Daily SOFR Loans. (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 subsection (a) above; (iii) if the Loans comprising such Group of Loans are to be converted, the new type of Loans and, if such new Loans are Term SOFR Loans, the duration of the initial Interest Period applicable thereto; and (iiiiv) if such Loans are to be continued as Term SOFR Loans or Alternative Currency Rate Term Loans for an additional Interest Period, the duration of the next 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) Upon receipt of a Notice of Interest Rate Election from the Borrower or the applicable Qualified Borrower pursuant to subsection (a) above during regular business hours on a Business Dayabove, the Administrative Agent shall notify each Lender on Bank the same day (or, if received after regular business hours, the following Business Day) as it receives such Notice of Interest Rate Election of the contents 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 (i) Term SOFR Loans, such Loans shall be have converted into Daily SOFR Loans or (ii) Alternative Currency Term Rate Loans, such Loans shall be continued as Alternative Currency Term Rate Loans with an Interest Period of three monthsone (1) month, in each case, on the last day of the then current Interest Period applicable thereto. (d) Notwithstanding any other provision of this Agreement, the Borrower may not have more than ten Groups of Loans outstanding at any one time.

Method of Electing Interest Rates. (a) The Revolving Credit Loans made to the Borrowers shall bear interest initially for at either the Interest Period specified by Chase Manhattan Bank Rate or the Borrower in the applicable Notice of BorrowingLibor Rate. Thereafter, the applicable Borrower may from time to time elect to change or continue the Interest Period for Type borne by each Group of Loans (subject in each case to the provisions of Article VIII)Revolving Credit Loan, as follows: (ia) if such Revolving Credit Loans are Chase Manhattan Bank Rate Loans, the applicable Borrower may elect to convert such Revolving Credit Loans to Libor Rate Loans as of any Business Day; (b) if such Revolving Credit Loans are Libor Rate Loans, the applicable Borrower may elect to convert such Revolving Credit Loans to Chase Manhattan Bank Rate Loans or, or elect to continue all or any portion of Yen LIBORTIBOR such Libor Rate Loans as Libor Rate Loans for either a one-month Interest Period or a three-month Interest an additional Libor Rate Period, in each case effective on the last day of the then current Interest Libor Rate Period applicable to such Revolving Credit Loans, or on such other date designated by the Borrower in the Notice of Interest Rate Election, provided the Borrower shall pay any losses pursuant to Section 2.11. (ii) with respect to any Loans that are Yen LIBOR Loans as of the First Amendment Effective Date, such Loans shall continue to be Yen LIBOR Loans until the end of any then current Interest Period applicable to such Loans, and on the last day of such Interest Period, such Yen LIBOR Loans shall convert to TIBOR Loans for an Interest Period selected by the Borrower. Each such election shall be made by delivering a notice substantially in the form of Exhibit C hereto (a “Notice of Interest Rate ElectionSelection”) to Administrative Agent by (1) 12:00 Noon (New York City time) at least four one (1) Business Day before the conversion of a Libor Rate Loan into a Chase Manhattan Bank Rate Loan, or (2) 12:00 Noon (New York City time) at least three (3) Business Days prior to, but excluding, before the effective date conversion of a Chase Manhattan Bank Rate Loan into a Libor Rate Loan or the continuation selected in such notice. After the First Amendment Effective Date, the Borrower will no longer be permitted to borrow, convert or continue Yen LIBOR Loans. After all Yen LIBOR Loans outstanding on the First Amendment Effective Date have been converted to TIBOR Loans, there will no longer be Yen LIBOR Loans outstanding under this Agreementof a Libor Rate Loan as a Libor Rate Loan. A Notice of Loan Interest Rate Election Selection may, if it so specifies, apply to only a portion of the aggregate principal amount of the relevant Group of LoansRevolving Credit Loan; provided that (i) such portion is allocated ratably among the Loans comprising such Group of Loans and (ii) the portion to which such Notice of Interest Rate Election notice applies, and the remaining portion to which it does not apply, each are JPY 30,000,000 or a higher integral multiple of JPY 1,000,000. (b) sufficient to meet the minimum amount specified in Section 3.14. Each Notice of Interest Rate Election Selection relating to a Chase Manhattan Bank Rate Loan or Libor Rate Loan shall specify: (i) the Group of Loans Revolving Credit Loan (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 subsection the first paragraph of this Section 6.01; (aiii) aboveif the Revolving Credit Loans are to be converted, and if such new Revolving Credit Loans are Libor Rate Loans, the duration of the initial Libor Rate Period applicable thereto; and (iiiiv) if such Revolving Credit Loans are to be continued as Libor Rate Loans for an additional Libor Rate Period, the duration of the next Interest such additional Libor Rate Period. Each Interest Libor Rate Period specified in a Notice of Interest Rate Election Selection shall comply with the provisions of the definition of Interest Libor Rate Period. (c) Upon receipt . No conversion into a Libor Rate Loan and no continuation of a Notice Libor Rate Loan shall be permitted when a Default or Event of Interest Rate Election from the Borrower pursuant to subsection (a) above during regular business hours on a Business Day, Administrative Agent shall notify each Lender on the same day (or, if received after regular business hours, the following Business Day) as it receives such Notice of Interest Rate Election of the contents thereof, the interest rates determined pursuant thereto Default has occurred and the Interest Periods (if different from those requested by the Borrower) and such notice shall not thereafter be revocable by the Borroweris continuing. If the applicable Borrower fails to deliver a timely Notice of Interest Rate Election Selection to Administrative the Agent for any Group of Loans, Libor Rate Loans to such Borrower such Revolving Credit Loans shall be have an Interest converted into Chase Manhattan Bank Rate Loans on the last day of the then current Libor Rate Period of three months. (d) Notwithstanding any other provision of this Agreementapplicable thereto. Anything herein to the contrary notwithstanding, the Borrower may not have at no time shall there be outstanding more than ten Groups of three (3) different Libor Rate Periods relating to Libor Rate Loans outstanding at any one timein the aggregate for all Borrowers.

Method of Electing Interest Rates. (a) The Revolving Credit Loans made to the Borrowers shall bear interest initially for at either the Interest Period specified by Chase Manhattan Bank Rate or the Borrower in the applicable Notice of BorrowingLibor Rate. Thereafter, the applicable Borrower may from time to time elect to change or continue the Interest Period for Type borne by each Group of Loans (subject in each case to the provisions of Article VIII)Revolving Credit Loan, as follows: (ia) if such Revolving Credit Loans are Chase Manhattan Bank Rate Loans, the applicable Borrower may elect to convert such Revolving Credit Loans to Libor Rate Loans as of any Business Day; (b) if such Revolving Credit Loans are Libor Rate Loans, the applicable Borrower may elect to convert such Revolving Credit Loans to Chase Manhattan Bank Rate Loans or, or elect to continue all or any portion of Yen LIBORTIBOR such Libor Rate Loans as Libor Rate Loans for either a one-month Interest Period or a three-month Interest an additional Libor Rate Period, in each case effective on the last day of the then current Interest Libor Rate Period applicable to such Revolving Credit Loans, or on such other date designated by the Borrower in the Notice of Interest Rate Election, provided the Borrower shall pay any losses pursuant to Section 2.11. (ii) with respect to any Loans that are Yen LIBOR Loans as of the First Amendment Effective Date, such Loans shall continue to be Yen LIBOR Loans until the end of any then current Interest Period applicable to such Loans, and on the last day of such Interest Period, such Yen LIBOR Loans shall convert to TIBOR Loans for an Interest Period selected by the Borrower. Each such election shall be made by delivering a notice substantially in the form of Exhibit C hereto (a “"Notice of Interest Rate Election”Selection") to Administrative Agent by (1) 12:00 Noon (New York City time) at least four one (1) Business Day before the conversion of a Libor Rate Loan into a Chase Manhattan Bank Rate Loan, or (2) 12:00 Noon (New York City time) at least three (3) Business Days prior to, but excluding, before the effective date conversion of a Chase Manhattan Bank Rate Loan into a Libor Rate Loan or the continuation selected in such notice. After the First Amendment Effective Date, the Borrower will no longer be permitted to borrow, convert or continue Yen LIBOR Loans. After all Yen LIBOR Loans outstanding on the First Amendment Effective Date have been converted to TIBOR Loans, there will no longer be Yen LIBOR Loans outstanding under this Agreementof a Libor Rate Loan as a Libor Rate Loan. A Notice of Loan Interest Rate Election Selection may, if it so specifies, apply to only a portion of the aggregate principal amount of the relevant Group of LoansRevolving Credit Loan; provided PROVIDED that (i) such portion is allocated ratably among the Loans comprising such Group of Loans and (ii) the portion to which such Notice of Interest Rate Election notice applies, and the remaining portion to which it does not apply, each are JPY 30,000,000 or a higher integral multiple of JPY 1,000,000. (b) sufficient to meet the minimum amount specified in Section 3.14. Each Notice of Interest Rate Election Selection relating to a Chase Manhattan Bank Rate Loan or Libor Rate Loan shall specify: (i) the Group of Loans Revolving Credit Loan (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 subsection the first paragraph of this Section 6.01; (aiii) aboveif the Revolving Credit Loans are to be converted, and if such new Revolving Credit Loans are Libor Rate Loans, the duration of the initial Libor Rate Period applicable thereto; and (iiiiv) if such Revolving Credit Loans are to be continued as Libor Rate Loans for an additional Libor Rate Period, the duration of the next Interest such additional Libor Rate Period. Each Interest Libor Rate Period specified in a Notice of Interest Rate Election Selection shall comply with the provisions of the definition of Interest Libor Rate Period. (c) Upon receipt . No conversion into a Libor Rate Loan and no continuation of a Notice Libor Rate Loan shall be permitted when a Default or Event of Interest Rate Election from the Borrower pursuant to subsection (a) above during regular business hours on a Business Day, Administrative Agent shall notify each Lender on the same day (or, if received after regular business hours, the following Business Day) as it receives such Notice of Interest Rate Election of the contents thereof, the interest rates determined pursuant thereto Default has occurred and the Interest Periods (if different from those requested by the Borrower) and such notice shall not thereafter be revocable by the Borroweris continuing. If the applicable Borrower fails to deliver a timely Notice of Interest Rate Election Selection to Administrative the Agent for any Group of Loans, Libor Rate Loans to such Borrower such Revolving Credit Loans shall be have an Interest converted into Chase Manhattan Bank Rate Loans on the last day of the then current Libor Rate Period of three months. (d) Notwithstanding any other provision of this Agreementapplicable thereto. Anything herein to the contrary notwithstanding, the Borrower may not have at no time shall there be outstanding more than ten Groups of three (3) different Libor Rate Periods relating to Libor Rate Loans outstanding at any one timein the aggregate for all Borrowers.

Method of Electing Interest Rates. (a) The Loans included in each Committed Borrowing shall bear interest initially for at the Interest Period type of rate specified by the Borrower or Qualified Borrower, as the case may be, in the applicable Notice of 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 Interest Period for type of interest rate borne by each Group of Loans (subject in each case to the provisions of Article VIII), as follows: (i) if such Loans are Base Rate Loans, the Borrower or Qualified Borrower may elect to convert all or any portion of such Loans to Euro-Dollar Loans as of any 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 portion of Yen LIBORTIBOR such Loans as Euro-Dollar Loans for either a one-month an additional Interest Period or a three-month additional Interest PeriodPeriods, in each case effective on the last day of the then current Interest Period applicable to such Loans, or on such other date designated by Borrower or the applicable Qualified Borrower (or the Borrower on behalf of the applicable Qualified Borrower) in the Notice of Interest Rate Election, Election provided Borrower or the applicable Qualified Borrower (or the Borrower on behalf of the applicable Qualified Borrower) shall pay any losses pursuant to Section 2.11. (ii) with respect to any Loans that are Yen LIBOR Loans as of the First Amendment Effective Date, such Loans shall continue to be Yen LIBOR Loans until the end of any then current Interest Period applicable to such Loans, and on the last day of such Interest Period, such Yen LIBOR Loans shall convert to TIBOR Loans for an Interest Period selected by the Borrower2.13. 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 at least four three (3) Business Days prior to, but excluding, before the effective date of the conversion or continuation selected in such notice. After the First Amendment Effective Date, the Borrower will no longer notice is to be permitted to borrow, convert or continue Yen LIBOR Loans. After all Yen LIBOR Loans outstanding on the First Amendment Effective Date have been converted to TIBOR Loans, there will no longer be Yen LIBOR Loans outstanding under this Agreementeffective. 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 Group, (ii) the portion to which such Notice of Interest Rate Election applies, and the remaining portion to which it does not apply, are JPY 30,000,000 each the Dollar Equivalent Amount of $500,000 or a higher integral any larger multiple of JPY 1,000,000the Dollar Equivalent Amount of $100,000, (iii) there shall be no more than twenty (20) Euro-Dollar Groups of Loans and Money Market Loans outstanding at any time, of which no more than five (5) Euro-Dollar Groups of Loans may be Alternative Currency Loans with Interest Periods of less than 30 days, (iv) no Committed 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 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 subsection (a) above; (iii) if the Loans comprising such Group are to be converted, the new type of Loans and, if such new Loans are Euro-Dollar Loans, the duration of the initial Interest Period applicable thereto; and (iiiiv) if such Loans are to be continued as Euro-Dollar Loans for an additional Interest Period, the duration of the next 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) Upon receipt of a Notice of Interest Rate Election from the Borrower or Qualified Borrower pursuant to subsection (a) above during regular business hours on a Business Dayabove, the Administrative Agent shall notify each Lender on Bank the same day (or, if received after regular business hours, the following Business Day) as it receives such Notice of Interest Rate Election of the contents 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 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 Euro-Dollar Loans, such Loans shall be have 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 three months30 days, on the last day of the then current Interest Period applicable thereto. (d) Notwithstanding any other provision of this Agreement, the Borrower may not have more than ten Groups of Loans outstanding at any one time.

Method of Electing Interest Rates. (a) The Loans included in each Committed Borrowing shall bear interest initially for at the Interest Period type of rate specified by the Borrower or the applicable Qualified Borrower in the applicable Notice of 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 Interest Period for type of interest rate borne by each Group of Loans (subject in each case to the provisions of Article VIII), as follows: (i) if such Loans are Base Rate Loans or Daily LIBOR 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 Business Day applicable to Euro-Dollar Loans; (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 or Daily LIBOR 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 portion of Yen LIBORTIBOR such Loans as Euro-Dollar Loans for either a one-month an additional Interest Period or a three-month additional Interest PeriodPeriods, in each case effective on the last day of the then current Interest Period applicable to such Loans, or on such other date designated by the Borrower or the applicable Qualified Borrower (or the Borrower on behalf of the applicable Qualified Borrower) in the Notice of Interest Rate Election, provided the Borrower or the applicable Qualified Borrower (or the Borrower on behalf of the applicable Qualified Borrower) shall pay any losses pursuant to Section 2.11. (ii) with respect to any Loans that are Yen LIBOR Loans as of the First Amendment Effective Date, such Loans shall continue to be Yen LIBOR Loans until the end of any then current Interest Period applicable to such Loans, and on the last day of such Interest Period, such Yen LIBOR Loans shall convert to TIBOR Loans for an Interest Period selected by the Borrower2.13. Each such election shall be made by delivering a notice (a “Notice of Interest Rate Election”) Election to the Administrative Agent at least four (i) in the case of continuation of, or conversion to, Euro-Dollar Loans, three (3) Business Days prior to, but excluding, (or four (4) Business Days in the effective date case of Loans denominated in a Special Notice Currency) before the conversion or continuation selected in such notice. After notice is to be effective or (ii) in the First Amendment Effective Datecase of a continuation of, the Borrower will no longer be permitted to borrowor conversion to, convert Base Rate Loans or continue Yen Daily LIBOR Rate Loans. After all Yen LIBOR Loans outstanding , by 12:00 Noon (Chicago, Illinois time) on the First Amendment Effective Date have been converted date of the conversion or continuation selected in such notice is to TIBOR Loans, there will no longer be Yen LIBOR Loans outstanding under this Agreementeffective. 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 Loans, (ii) the portion to which such Notice of Interest Rate Election applies, and the remaining portion to which it does not apply, are JPY 30,000,000 each an amount, the Dollar Equivalent Amount of which is $500,000 or a higher integral any larger multiple of JPY 1,000,000$100,000, (iii) there shall be no more than fifteen (15) (twenty (20) in the event the Borrower exercises its option to increase the Commitments under Section 2.1(b)) Euro-Dollar Groups of Loans and Competitive Bid 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 one (1) month, (iv) no Committed Loan may be continued as, or converted into, a Euro-Dollar Loan (whether in Dollars or an Alternate Currency) when any Event of Default has occurred and is continuing without the consent of the Required Banks, and (v) no Interest Period shall extend beyond the 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 subsection (a) above; (iii) if the Loans comprising such Group of Loans are to be converted, the new type of Loans and, if such new Loans are Euro-Dollar Loans, the duration of the initial Interest Period applicable thereto; and (iiiiv) if such Loans are to be continued as Euro-Dollar Loans for an additional Interest Period, the duration of the next 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) Upon receipt of a Notice of Interest Rate Election from the Borrower or the applicable Qualified Borrower pursuant to subsection (a) above during regular business hours on a Business Dayabove, the Administrative Agent shall notify each Lender on Bank the same day (or, if received after regular business hours, the following Business Day) as it receives such Notice of Interest Rate Election of the contents 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 have converted into Daily LIBOR Loans or, in the case of Euro-Dollar Loans denominated in an Alternate Currency, continued as Euro-Dollar Loans with an Interest Period of three monthsone (1) month, on the last day of the then current Interest Period applicable thereto. (d) Notwithstanding any other provision of this Agreement, the Borrower may not have more than ten Groups of Loans outstanding at any one time.

Method of Electing Interest Rates. (a) The Loans included in each Committed Borrowing shall bear interest initially for at the Interest Period type of rate specified by the applicable Borrower in the applicable Notice of Borrowing. Thereafter, the each Borrower may from time to time elect to change or continue the Interest Period for type of interest rate borne by each Group of Loans (subject in each case to the provisions of Article 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 Yen LIBOR Loans as of any Business Day; (ii) if such Loans are 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 Yen LIBORTIBOR LIBOR Loans for either a one-month an additional Interest Period or a three-month additional Interest PeriodPeriods, in each case effective on the last day of the then current Interest Period applicable to such Loans, or on such other date designated by the applicable Borrower in the Notice of Interest Rate Election, Election provided the such Borrower shall pay any losses pursuant to Section 2.11. (ii) with respect to any Loans that are Yen LIBOR Loans as of the First Amendment Effective Date, such Loans shall continue to be Yen LIBOR Loans until the end of any then current Interest Period applicable to such Loans, and on the last day of such Interest Period, such Yen LIBOR Loans shall convert to TIBOR Loans for an Interest Period selected by the Borrower2.15. Each such election shall be made by delivering a notice (a “Notice of Interest Rate Election”) to the Administrative Agent at least four (4) Business Days prior to, but excluding, the effective date of the conversion or continuation selected in such notice. After the First Amendment Effective Date, the Borrower will no longer be permitted to borrow, convert or continue Yen LIBOR Loans. After all Yen LIBOR Loans outstanding on the First Amendment Effective Date have been converted to TIBOR Loans, there will no longer be Yen LIBOR Loans outstanding under this Agreement. 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 Loans, (ii) the portion to which such Notice of Interest Rate Election applies, and the remaining portion to which it does not apply, are JPY 30,000,000 JPY30,000,000 or a higher integral any larger multiple of JPY 1,000,000JPY1,000,000, (iii) there shall be no more than ten (10) Yen LIBOR Groups of Loans with respect to each Borrower outstanding at any time, (iv) 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, with respect to such Borrower delivering such Notice of Interest Rate Election, a Borrower Event of Default has occurred and is continuing; provided, further, that if any Bank has previously advised the Administrative Agent and Borrower that it is unable to make a Base Rate 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 elects an Interest Period, shall be deemed to have elected an Interest Period of 7 days (provided if such Interest Period is not available from all Banks, such Borrower shall be deemed to have elected an Interest Period of 30 days), and (v) no Interest Period shall extend beyond the 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 subsection (a) above; (iii) if the Loans comprising such Group of Loans are to be converted, the new type of Loans and, if such new Loans are Yen LIBOR Loans, the duration of the initial Interest Period applicable thereto; and (iiiiv) if such Loans are to be continued as Yen LIBOR Loans for an additional Interest Period, the duration of the next 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) Upon receipt of a Notice of Interest Rate Election from the any Borrower pursuant to subsection (a) above during regular business hours on a Business Dayabove, the Administrative Agent shall notify each Lender on Bank the same day (or, if received after regular business hours, the following Business Day) as it receives such Notice of Interest Rate Election of the contents thereof, the interest rates determined pursuant thereto and the Interest Periods (if different from those requested by the such Borrower) and such notice shall not thereafter be revocable by the such Borrower. If the applicable Borrower fails to deliver a timely Notice of Interest Rate Election to the 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 an 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 of three monthsapplicable thereto. (d) Notwithstanding anything to the contrary contained herein, if any other provision of this AgreementBank has previously advised the Administrative Agent and Borrower that it is unable to make a Base Rate Loan and until such notice is withdrawn, (i) the Base Rate Loan option shall not be available to Borrower and Borrower shall only have the option to make Yen LIBOR Borrowings, (ii) with respect to any Borrowing made (or deemed made) during such period, the Borrower may shall be deemed to have elected the Yen LIBOR Borrowing option and, unless the Borrower makes a timely election otherwise, shall be deemed to have elected an Interest Period of 7 days (provided if such Interest Period is not available from all Banks, such Borrower shall be deemed to have more than ten Groups elected an Interest Period of 30 days) and (iii) if the Interest Period with respect to any Yen LIBOR Loans outstanding at any one timeshall 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 have elected an Interest Period of 7 days (provided if such Interest Period is not available from all Banks, such Borrower shall be deemed to have elected an Interest Period of 30 days).

Method of Electing Interest Rates. (a) The Loans included in each Borrowing shall bear interest initially for at the Interest Period type of rate specified by the applicable Borrower in the applicable Notice of Borrowing. Thereafter, the each Borrower may from time to time elect to change or continue the Interest Period for type of interest rate borne by each Group of Loans (subject in each case to the provisions of Article 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 Yen LIBORTIBOR Loans as of any Business Day; (ii) if such Loans are Yen LIBORTIBOR 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 Yen LIBORTIBOR Loans for either a one-month an additional Interest Period or a three-month additional Interest PeriodPeriods, in each case effective on the last day of the then current Interest Period applicable to such Loans, or on such other date designated by the applicable Borrower in the Notice of Interest Rate Election, provided the such Borrower shall pay any losses pursuant to Section 2.11.2.11.2.11; and (iiiii) with respect to any Loans that are Yen LIBOR Loans as of the First Amendment Effective Date, such Loans shall continue to be Yen LIBOR Loans until the end of any then current Interest Period applicable to such Loans, and on the last day of such Interest Period, such Yen LIBOR Loans shall convert to TIBOR Loans for an Interest Period selected by the applicable Borrower. Each such election shall be made by delivering a notice (a “Notice of Interest Rate Election”) to Administrative Agent at least four Business Days prior to, but excluding, the effective date of the conversion or continuation selected in such notice. After the First Amendment Effective Date, the Borrower Borrowers will no longer be permitted to borrow, convert or continue Yen LIBOR Loans. After all Yen LIBOR Loans outstanding on the First Amendment Effective Date have been converted to TIBOR Loans, there will no longer be Yen LIBOR Loans outstanding under this Agreement. 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 Loans, (ii) the portion to which such Notice of Interest Rate Election applies, and the remaining portion to which it does not apply, are JPY 30,000,000 or a higher integral multiple of JPY 1,000,000, and (iii) no Committed Loan may be continued as, or converted into, a Yen LIBORTIBOR 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 Notice of Interest Rate Election; provided, further, that if any Lender has previously advised Administrative Agent and Borrower that it is unable to make a Base Rate Loan and such notice has not been withdrawn, the applicable Borrower shall be deemed to have continued any Committed Loan that is a Yen LIBORTIBOR Loan as a Yen LIBORTIBOR Loan and, unless the applicable Borrower timely elects an Interest Period, shall be deemed to have elected an Interest Period of seven daysone week (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). (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 subsection (a) above; (iii) if the Loans comprising such Group of Loans are to be converted, the new type of Loans and, if such new Loans are Yen LIBORTIBOR Loans, the duration of the initial Interest Period applicable thereto; and (iiiiv) if such Loans are to be continued as Yen LIBORTIBOR Loans for an additional Interest Period, the duration of the next 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) Upon receipt of a Notice of Interest Rate Election from the any Borrower pursuant to subsection (a) above during regular business hours on a Business Dayabove, Administrative Agent shall notify each Lender on the same day (or, if received after regular business hours, the following Business Day) as it receives such Notice of Interest Rate Election of the contents thereof, the interest rates determined pursuant thereto and the Interest Periods (if different from those requested by the such Borrower) and such notice shall not thereafter be revocable by the such Borrower. If the applicable Borrower fails to deliver a timely Notice of Interest Rate Election to Administrative Agent for any Yen LIBORTIBOR 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 LIBORTIBOR 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 LIBORTIBOR Group of Loans on the last day of the then current Interest Period applicable thereto. (d) Notwithstanding anything to the contrary contained herein, if any Lender has previously advised Administrative Agent and Borrower that it is unable to make a Base Rate Loan and until such notice is withdrawn, (i) the Base Rate Loan option shall not be available and the Borrowers shall only have the option to make Yen LIBORTIBOR Borrowings, (ii) with respect to any Borrowing made (or deemed made) during such period, the Borrowers shall be deemed to have elected the Yen LIBORTIBOR Borrowing option and, unless the Borrower makes a timely election otherwise, shall be deemed to have elected an Interest Period of three monthsseven daysone week (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 LIBORTIBOR Loans shall end during such period, Borrower shall be deemed to have elected to continue such Yen LIBORTIBOR Loans as Yen LIBORTIBOR Loans and, unless the Borrower makes a timely election otherwise, such Borrower shall be deemed to have elected an Interest Period of seven daysone week (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). (de) Notwithstanding any other provision of this Agreement, the no Borrower may not have more than ten Yen LIBORTIBOR Groups of Loans outstanding at any one time.

Method of Electing Interest Rates. (a) The Loans included in each Committed Borrowing shall bear interest initially for at the Interest Period type of rate specified by the Borrower or the applicable Qualified Borrower in the applicable Notice of 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 Interest Period for type of interest rate borne by each Group of Loans (subject in each case to the provisions of Article VIII), as follows: (i) if such Loans are Base Rate Loans or LIBOR 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 Business Day applicable to Euro-Dollar Loans; (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 or LIBOR 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 portion of Yen LIBORTIBOR such Loans as Euro-Dollar Loans for either a one-month an additional Interest Period or a three-month additional Interest PeriodPeriods, in each case effective on the last day of the then current Interest Period applicable to such Loans, or on such other date designated by the Borrower or the applicable Qualified Borrower (or the Borrower on behalf of the applicable Qualified Borrower) in the Notice of Interest Rate Election, provided the Borrower or the applicable Qualified Borrower (or the Borrower on behalf of the applicable Qualified Borrower) shall pay any losses pursuant to Section 2.11. (ii) with respect to any Loans that are Yen LIBOR Loans as of the First Amendment Effective Date, such Loans shall continue to be Yen LIBOR Loans until the end of any then current Interest Period applicable to such Loans, and on the last day of such Interest Period, such Yen LIBOR Loans shall convert to TIBOR Loans for an Interest Period selected by the Borrower2.13. Each such election shall be made by delivering a notice (a “Notice of Interest Rate Election”) Election to the Administrative Agent at least four three (3) Business Days prior to, but excluding, (or four (4) Business Days in the effective date case of a Loans denominated in a Special Notice Currency) before the conversion or continuation selected in such notice. After the First Amendment Effective Date, the Borrower will no longer notice is to be permitted to borrow, convert or continue Yen LIBOR Loans. After all Yen LIBOR Loans outstanding on the First Amendment Effective Date have been converted to TIBOR Loans, there will no longer be Yen LIBOR Loans outstanding under this Agreementeffective. 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 Loans, (ii) the portion to which such Notice of Interest Rate Election applies, and the remaining portion to which it does not apply, are JPY 30,000,000 each an amount, the Dollar Equivalent Amount of which is $500,000 or a higher integral any larger multiple of JPY 1,000,000$100,000, (iii) there shall be no more than fifteen (15) (twenty (20) in the event the Borrower exercises its option to increase the Commitments under Section 2.1(b)) Euro-Dollar 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 one (1) month, (iv) no Committed 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 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 subsection (a) above; (iii) if the Loans comprising such Group of Loans are to be converted, the new type of Loans and, if such new Loans are Euro-Dollar Loans, the duration of the initial Interest Period applicable thereto; and (iiiiv) if such Loans are to be continued as Euro-Dollar Loans for an additional Interest Period, the duration of the next 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) Upon receipt of a Notice of Interest Rate Election from the Borrower or the applicable Qualified Borrower pursuant to subsection (a) above during regular business hours on a Business Dayabove, the Administrative Agent shall notify each Lender on Bank the same day (or, if received after regular business hours, the following Business Day) as it receives such Notice of Interest Rate Election of the contents 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 have 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 three monthsone (1) month, on the last day of the then current Interest Period applicable thereto. (d) Notwithstanding any other provision of this Agreement, the Borrower may not have more than ten Groups of Loans outstanding at any one time.

Method of Electing Interest Rates. (a) The Loans included in each Committed Borrowing shall bear interest initially for at the Interest Period type of rate specified by the applicable Borrower in the applicable Notice of Borrowing. Thereafter, the each Borrower may from time to time elect to change or continue the Interest Period for type of interest rate borne by each Group of Loans (subject in each case to the provisions of Article 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 Yen LIBOR Loans as of any Business Day; (ii) if such Loans are 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 Yen LIBORTIBOR LIBOR Loans for either a one-month an additional Interest Period or a three-month additional Interest PeriodPeriods, in each case effective on the last day of the then current Interest Period applicable to such Loans, or on such other date designated by the applicable Borrower in the Notice of Interest Rate Election, provided the such Borrower shall pay any losses pursuant to Section 2.11. (ii) with respect to any Loans that are Yen LIBOR Loans as of the First Amendment Effective Date, such Loans shall continue to be Yen LIBOR Loans until the end of any then current Interest Period applicable to such Loans, and on the last day of such Interest Period, such Yen LIBOR Loans shall convert to TIBOR Loans for an Interest Period selected by the Borrower2.14. Each such election shall be made by delivering a notice (a “Notice of Interest Rate Election”) to Administrative Agent at least four (4) Business Days prior to, but excluding, the effective date of the conversion or continuation selected in such notice. After the First Amendment Effective Date, the Borrower will no longer be permitted to borrow, convert or continue Yen LIBOR Loans. After all Yen LIBOR Loans outstanding on the First Amendment Effective Date have been converted to TIBOR Loans, there will no longer be Yen LIBOR Loans outstanding under this Agreement. 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 Loans, (ii) the portion to which such Notice of Interest Rate Election applies, and the remaining portion to which it does not apply, are JPY 30,000,000 or a higher integral any larger multiple of JPY 1,000,000, (iii) there shall be no more than ten (10) Yen LIBOR Groups of Loans with respect to each Borrower outstanding at any time, (iv) 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, with respect to such Borrower delivering such Notice of Interest Rate Election, a Borrower Event of Default has occurred and is continuing; provided, further, that if any Bank has previously advised Administrative Agent and Borrower that it is unable to make a Base Rate 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 elects an Interest Period, shall be deemed to have elected an Interest Period of 7 days (provided if such Interest Period is not available from all Banks, such Borrower shall be deemed to have elected an Interest Period of 30 days), and (v) no Interest Period shall extend beyond the 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 subsection (a) above; (iii) if the Loans comprising such Group of Loans are to be converted, the new type of Loans and, if such new Loans are Yen LIBOR Loans, the duration of the initial Interest Period applicable thereto; and (iiiiv) if such Loans are to be continued as Yen LIBOR Loans for an additional Interest Period, the duration of the next 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) Upon receipt of a Notice of Interest Rate Election from the any Borrower pursuant to subsection (a) above during regular business hours on a Business Dayabove, Administrative Agent shall notify each Lender on Bank the same day (or, if received after regular business hours, the following Business Day) as it receives such Notice of Interest Rate Election of the contents thereof, the interest rates determined pursuant thereto and the Interest Periods (if different from those requested by the such Borrower) and such notice shall not thereafter be revocable by the such Borrower. If the applicable 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 an 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 of three monthsapplicable thereto. (d) Notwithstanding anything to the contrary contained herein, if any other provision of this AgreementBank has previously advised Administrative Agent and Borrower that it is unable to make a Base Rate Loan and until such notice is withdrawn, (i) the Base Rate Loan option shall not be available to Borrower and Borrower shall only have the option to make Yen LIBOR Borrowings, (ii) with respect to any Borrowing made (or deemed made) during such period, the Borrower may shall be deemed to have elected the Yen LIBOR Borrowing option and, unless the Borrower makes a timely election otherwise, shall be deemed to have elected an Interest Period of 7 days (provided if such Interest Period is not available from all Banks, such Borrower shall be deemed to have more than ten Groups elected an Interest Period of 30 days) and (iii) if the Interest Period with respect to any Yen LIBOR Loans outstanding at any one timeshall 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 have elected an Interest Period of 7 days (provided if such Interest Period is not available from all Banks, such Borrower shall be deemed to have elected an Interest Period of 30 days).