Common use of Computation of Interest and Fees Clause in Contracts

Computation of Interest and Fees. (a) Facility fees and interest (other than interest calculated on the basis of the Prime Rate) shall be calculated on the basis of a 360-day year for the actual days elapsed. Interest calculated on the basis of the Prime Rate shall be calculated on the basis of a 365- (or 366-, as the case may be) day year for the actual days elapsed. The Administrative Agent shall as soon as practicable notify the relevant Borrower and the Lenders of each determination of a Eurodollar Rate. Any change in the interest rate on a US$ Loan resulting from a change in the ABR shall become effective as of the opening of business on the day on which such change becomes effective. The Administrative Agent shall as soon as practicable notify the relevant Borrower and the Lenders of the effective date and the amount of each such change in interest rate. (b) Each determination of an interest rate by the Administrative Agent pursuant to any provision of this Agreement shall be conclusive and binding on the Borrowers and the Lenders in the absence of manifest error. The Administrative Agent shall, at the request of the relevant Borrower, deliver to such Borrower a statement showing the quotations furnished by the Reference Lenders (if any) used by the Administrative Agent in determining any interest rate with respect to a Eurodollar Loan or an Index Rate Competitive Loan. (c) If any Reference Lender shall for any reason no longer have a Revolving Credit Commitment, such Reference Lender shall thereupon cease to be a Reference Lender, and if, as a result, there shall only be one Reference Lender remaining, the Administrative Agent (with the consent of IBM) shall, by notice to the Borrowers and the Lenders, designate another Lender as a Reference Lender so that there shall at all times be at least two Reference Lenders. (d) Each Reference Lender shall use its best efforts to furnish quotations of rates to the Administrative Agent on a timely basis as contemplated hereby. If any of the Reference Lenders shall be unable or shall otherwise fail to supply such rates to the Administrative Agent upon its request, the rate of interest shall, subject to the provisions of Section 2.14, be determined on the basis of the quotations of the remaining Reference Lenders or Reference Lender.

Computation of Interest and Fees. (a) Facility fees and All computations of interest for Base Rate Loans (other than interest calculated including Base Rate Loans determined by reference to the Eurodollar Rate) shall be made on the basis of a year of 365 or 366 days, as the Prime Rate) case may be, and actual days elapsed. All other computations of fees and interest shall be calculated made on the basis of a 360-day year for the and actual days elapsed. Interest calculated on the basis of the Prime Rate shall be calculated elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365- (or 366-, as the case may be) 365-day year year). Interest shall accrue on each Loan for the actual days elapsed. The Administrative Agent shall as soon as practicable notify the relevant Borrower and the Lenders of each determination of a Eurodollar Rate. Any change in the interest rate on a US$ Loan resulting from a change in the ABR shall become effective as of the opening of business on the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such change becomes effectiveportion is paid; provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear interest for one day. The Each determination by the Administrative Agent of an interest rate or fee hereunder shall as soon as practicable notify the relevant Borrower be conclusive and the Lenders of the effective date and the amount of each such change in interest ratebinding for all purposes, absent manifest error. (b) Each determination of an interest rate The parties understand that the Applicable Rate and certain fees set forth herein may be determined and/or adjusted from time to time based upon certain financial ratios and/or other information to be provided or certified to the Lenders by the Administrative Agent pursuant to Borrowers (the “Borrower Information”). If it is subsequently determined that any provision such Borrower Information was incorrect (for whatever reason, including without limitation because of this Agreement shall be conclusive and binding on the Borrowers and the Lenders in the absence a subsequent restatement of manifest error. The Administrative Agent shall, earnings by a Borrower) at the request of the relevant Borrower, deliver to such Borrower a statement showing the quotations furnished by the Reference Lenders (if any) used by the Administrative Agent in determining any interest rate with respect to a Eurodollar Loan or an Index Rate Competitive Loan. (c) If any Reference Lender shall for any reason no longer have a Revolving Credit Commitment, such Reference Lender shall thereupon cease to be a Reference Lender, and if, as a result, there shall only be one Reference Lender remaining, the Administrative Agent (with the consent of IBM) shall, by notice to the Borrowers and the Lenders, designate another Lender as a Reference Lender so that there shall at all times be at least two Reference Lenders. (d) Each Reference Lender shall use its best efforts to furnish quotations of rates time it was delivered to the Administrative Agent, and if the Applicable Rate or applicable fees calculated for any period were lower than they should have been had the correct information been timely provided, then, such interest rate and such fees for such period shall be automatically recalculated using correct Borrower Information. Administrative Agent on a timely basis as contemplated herebyshall promptly notify the Borrowers in writing of any additional interest and fees due because of such recalculation, and the Borrowers shall pay such additional interest or fees due to Administrative Agent, for the account of each Lender, within five (5) Business Days of receipt of such written notice. If Any recalculation of interest or fees required by this provision shall survive the termination of this Agreement, and this provision shall not in any way limit any of the Reference Lenders shall be unable Administrative Agent’s, any L/C Issuer’s, or shall otherwise fail to supply such rates to the Administrative Agent upon its request, the rate of interest shall, subject to the provisions of Section 2.14, be determined on the basis of the quotations of the remaining Reference Lenders or Reference any Lender’s other rights under this Agreement.

Computation of Interest and Fees. (a) Facility fees and interest (other than interest calculated on the basis of the Prime Rate) Interest payable hereunder with respect to Alternate Base Rate Loans shall be calculated on the basis of a 360-day year of 365/6 days for the actual days elapsed. Interest calculated on the basis of the Prime Rate All other fees, interest and all other amounts payable hereunder shall be calculated on the basis of a 365- (or 366-, as the case may be) 360 day year for the actual days elapsed. The Administrative Agent shall as soon as practicable notify the relevant Borrower Company and the Lenders of each determination of a Eurodollar RateRate on the Business Day of the determination thereof. Any change in the interest rate on a US$ Committed Rate Loan resulting from a change in the ABR Alternate Base Rate shall become effective as of the opening of business on the day on which such change becomes in the Alternate Base Rate shall become effective. The Administrative Agent shall as soon as practicable notify the relevant Borrower Company and the Lenders of the effective date and the amount of each such change in interest ratechange. (b) Each determination of an interest rate by the Administrative Agent pursuant to any provision of this Agreement shall be conclusive and binding on the Borrowers Company and the Lenders in the absence of manifest error. The Administrative Agent shall, at the request of the relevant BorrowerCompany, deliver to such Borrower the Company a statement showing the quotations furnished by and the Reference Lenders (if any) computations used by the Administrative Agent in determining any interest rate with respect to a Eurodollar Loan or an Index Rate Competitive Loanrate. (c) If any Reference Lender Lender's Commitment shall terminate for any reason no longer have a Revolving Credit Commitmentwhatsoever (otherwise than with termination of all the Commitments), such Reference Lender shall thereupon cease to be a Reference Lender, and if, as a result, if for any reason there shall only cease to be one at least two Reference Lender remainingLenders, then the Administrative Agent (after consultation with the consent of IBMCompany and the Lenders) shall, by notice to the Borrowers Company and the Lenders, designate another Lender as a Reference Lender (who shall be reasonably acceptable to the Company) so that there shall at all times be at least two Reference Lenders. (d) Each Reference Lender shall use its best efforts to furnish quotations of rates to the Administrative Agent on a timely basis when and as contemplated hereby. If any of the Reference Lenders shall be unable or shall otherwise fail fails to supply such rates to the Administrative Agent upon its request, the rate of interest shall, subject to the provisions of Section 2.14subsection 2.13, be determined on the basis of the quotations of the remaining Reference Lenders or Reference Lender.

Computation of Interest and Fees. (a) Facility Interest and fees and interest (other than interest calculated on the basis of the Prime Rate) payable pursuant hereto shall be calculated on the basis of a 360-day year for the actual days elapsed. Interest , except that, with respect to Base Rate Loans the rate of interest on which is calculated on the basis of the Prime Rate Rate, the interest thereon shall be calculated on the basis of a 365- (or 366-, as the case may be) day year for the actual days elapsed. The Administrative Agent shall as soon as practicable notify the relevant Borrower and the relevant Lenders of each determination of a Eurodollar Rate. Any change in the interest rate on a US$ Loan resulting from a change in the ABR Base Rate or the Statutory Reserve Rate shall become effective as of the opening of business on the day on which such change becomes effective. The Administrative Agent shall as soon as practicable notify the relevant Borrower and the relevant Lenders of the effective date and the amount of each such change in interest rate. Interest shall accrue on each Loan for each day on which it is made or outstanding, except the day on which it is repaid unless it is repaid on the same day that it was made. (b) Each determination of an interest rate by the Administrative Agent pursuant to any provision of this Agreement shall be conclusive and binding on the Borrowers Borrower and the Lenders in the absence of manifest error. The Administrative Agent shall, at the request of the relevant Borrower, deliver to such the Borrower a statement showing the quotations furnished by the Reference Lenders (if any) used by the Administrative Agent in determining any interest rate with respect pursuant to a Eurodollar Loan or an Index Rate Competitive LoanSection 4.5(a). (c) If In the event that any Reference Lender shall financial statement or compliance certificate delivered pursuant to Sections 7.1 or 7.2 respectively is inaccurate (regardless of whether this Agreement or the Commitments are in effect when such inaccuracy is discovered), and such inaccuracy, if corrected, would have led to the application of a higher Applicable Margin or Commitment Fee Rate for any reason no longer have period (an “Applicable Period”) than the Applicable Margin or Commitment Fee Rate applied for such Applicable Period respectively, then (i) the Borrower shall promptly deliver to the Administrative Agent a Revolving Credit Commitmentcorrected financial statement and a corrected compliance certificate for such Applicable Period, (ii) the Applicable Margin and the Commitment Fee Rate shall be determined based on the corrected compliance certificate for such Reference Lender shall thereupon cease to be a Reference LenderApplicable Period, and if, as a result, there (iii) the Borrower shall only be one Reference Lender remaining, promptly pay to the Administrative Agent (with for the consent account of IBM) shall, by notice to the Borrowers Lenders and the Lenders, designate another Lender Issuing Lenders during the Applicable Period or their successors and assigns) the accrued additional interest owing as a Reference Lender so that there result of such increased Applicable Margin and Commitment Fee Rate for such Applicable Period. This Section 4.6(c) shall at all times be at least two Reference Lenders. (d) Each Reference Lender shall use its best efforts to furnish quotations not limit the rights of rates to the Administrative Agent on a timely basis as contemplated hereby. If any or the Lenders with respect to Section 4.5(b) and Section 9 hereof, and shall survive the termination of the Reference Lenders shall be unable or shall otherwise fail to supply such rates to the Administrative Agent upon its request, the rate of interest shall, subject to the provisions of Section 2.14, be determined on the basis of the quotations of the remaining Reference Lenders or Reference Lenderthis Agreement.

Computation of Interest and Fees. (a) Facility Interest and fees and interest (other than interest calculated on the basis of the Prime Rate) payable pursuant hereto shall be calculated on the basis of a 360-day year for the actual days elapsed. Interest calculated , except that interest on the basis ABR Loans (except for ABR computations in respect of clauses (b) and (c) of the Prime definition thereof), Local Rate Loans and Acceptances shall be calculated on the basis of a 365- (or 366-, as the case may be) day year for the actual days elapsedelapsed (or in the case of Local Rate Loans and Acceptances, on such other basis as may be agreed from time to time by the relevant Local Fronting Lender and the relevant Local Borrower to reflect customary practices in the relevant jurisdiction). The Administrative Agent shall as soon as practicable notify the relevant Borrower and the relevant Lenders of each determination of a Eurodollar Eurocurrency Rate. The Local Fronting Lender shall as soon as practicable notify the relevant Local Borrower of each determination of Local Rate. Any change in the interest rate on a US$ Loan resulting from a change in the ABR or the Eurocurrency Reserve Requirements shall become effective as of the opening of business on the day on which such change becomes effective. Any change in the interest rate on a Loan resulting from a change in the Local Rate or with respect to Local Loans that are ABR Loans, resulting from a change in ABR, shall become effective as of the opening of business in the jurisdiction of the local lending office of the relevant Local Fronting Lender on the day on which such change shall become effective. The Administrative Agent shall as soon as practicable notify the relevant Borrower and the relevant Lenders of the effective date and the amount of each such change in interest rate. (b) Each determination of an interest rate by the Administrative Agent or a Local Fronting Lender pursuant to any provision of this Agreement shall be conclusive and binding on the Borrowers and the Lenders presumptively correct in the absence of manifest demonstrable error. The Administrative Agent shall, at the request of the relevant Borrower, deliver to such the Borrower a statement showing the quotations furnished by the Reference Lenders (if any) used by the Administrative Agent in determining any interest rate with respect pursuant to a Eurodollar Loan or an Index Rate Competitive Loan. (cSection 2.15(a) If any Reference Lender shall for any reason no longer have a Revolving Credit Commitment, such Reference Lender shall thereupon cease to be a Reference Lender, and if, as a result, there shall only be one Reference Lender remaining, the Administrative Agent (with the consent of IBM) shall, by notice to the Borrowers and the Lenders, designate another Lender as a Reference Lender so that there shall at all times be at least two Reference Lenders. (d) Each Reference Lender shall use its best efforts to furnish quotations of rates to the Administrative Agent on a timely basis as contemplated hereby. If any of the Reference Lenders shall be unable or shall otherwise fail to supply such rates to the Administrative Agent upon its request, the rate of interest shall, subject to the provisions of Section 2.14, be determined on the basis of the quotations of the remaining Reference Lenders or Reference Lender.2.15

Computation of Interest and Fees. (a) Facility Interest and fees and interest (other than interest calculated on the basis of the Prime Rate) payable pursuant hereto shall be calculated on the basis of a 360-day year for the actual days elapsed. Interest , except that, with respect to ABR Loans the rate of interest on which is calculated on the basis of the Prime Rate Rate, the interest thereon shall be calculated on the basis of a 365- (or 366-, as the case may be) day year for the actual days elapsed. The Administrative Agent All interest hereunder on any Loan shall be computed on a daily basis based upon the outstanding principal amount of such Loan as soon as practicable notify of the relevant Borrower and the Lenders applicable date of each determination of a Eurodollar Ratedetermination. Any change in the interest rate on a US$ Loan resulting from a change in the ABR shall become effective as of the opening of business on the day on which such change becomes effective. The Administrative Agent shall as soon as practicable notify the relevant Borrower and the relevant Lenders of the effective date and the amount of each such change in interest rate. (b) Each determination of an interest rate by the Administrative Agent pursuant to any provision of this Agreement shall be conclusive and binding on the Borrowers Borrower and the Lenders in the absence of manifest error. The Administrative Agent shall, at the request of the relevant Borrower, deliver to such the Borrower a statement showing the quotations furnished by the Reference Lenders (if any) used by the Administrative Agent in determining any interest rate with respect pursuant to a Eurodollar Loan or an Index Rate Competitive LoanSection 2.10(a). (c) If The Administrative Agent does not warrant or accept responsibility for, and shall not have any liability with respect to (a) the continuation of, administration of, submission of, calculation of or any other matter related to ABR, the Term SOFR Reference Rate or Term SOFR, or any component definition thereof or rates referred to in the definition thereof, or any alternative, successor or replacement rate thereto (including any Benchmark Replacement), including whether the composition or characteristics of any such alternative, successor or replacement rate (including any Benchmark Replacement) will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as, ABR, the Term SOFR Reference Rate, Term SOFR or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect, implementation or composition of any Conforming Changes. The Administrative Agent and its affiliates or other related entities may engage in transactions that affect the calculation of ABR, the Term SOFR Reference Rate, Term SOFR, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner adverse to the Borrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain ABR, the Term SOFR Reference Rate, Term SOFR or any other Benchmark, in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender shall or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any reason no longer have a Revolving Credit Commitment, error or calculation of any such Reference Lender shall thereupon cease to be a Reference Lender, and if, as a result, there shall only be one Reference Lender remaining, the Administrative Agent rate (with the consent of IBMor component thereof) shall, provided by notice to the Borrowers and the Lenders, designate another Lender as a Reference Lender so that there shall at all times be at least two Reference Lendersany such information source or service. (d) Each Reference Lender shall In connection with the use its best efforts to furnish quotations or administration of rates to Term SOFR, the Administrative Agent on a timely basis as contemplated herebywill have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document. If any The Administrative Agent will promptly notify the Borrower and the Lenders of the Reference Lenders shall be unable effectiveness of any Conforming Changes in connection with the use or shall otherwise fail to supply such rates to the Administrative Agent upon its request, the rate administration of interest shall, subject to the provisions of Section 2.14, be determined on the basis of the quotations of the remaining Reference Lenders or Reference LenderTerm SOFR.

Computation of Interest and Fees. (a) Facility Interest and fees and interest (other than interest calculated on the basis of the Prime Rate) payable pursuant hereto shall be calculated on the basis of a 360-day year for the actual days elapsed. Interest calculated , except that (i) interest computed by reference to ABR at times when ABR is based on the basis of the Prime Rate shall be calculated computed on the basis of a 365- year of 365 days (or 366-366 days in a leap year), as the case may be) day year and shall be payable for the actual number of days elapsed, (ii) interest computed on Loans and Letters of Credit denominated in Pounds Sterling shall be computed on the basis of a year of 365 days, and shall be payable for the actual number of days elapsed and (iii) interest and fees payable in connection with the Brazilian Facility shall be calculated in the manner required by the Brazilian Bank Certificates. The Administrative Agent shall as soon as practicable notify the Company or relevant Subsidiary Borrower and the Lenders of each determination of a Eurodollar Eurocurrency Rate. Any change in the interest rate on a US$ Loan resulting from a change in the ABR ABR, the CDI or the Eurocurrency Reserve Requirements shall become effective as of the opening of business on the day on which such change becomes effective. The Administrative Agent shall as soon as practicable notify the Company or relevant Subsidiary Borrower and the relevant Lenders of the effective date and the amount of each such change in interest raterate (other than any such change in the CDI). (b) Each determination of an interest rate by the Administrative Agent (or, in the case of the CDI, the Brazilian Administrative Agent) pursuant to any provision of this Agreement or any other Loan Document shall be conclusive and binding on the Borrowers Company, any Subsidiary Borrower and the Lenders in the absence of manifest error. The Administrative Agent (or the Brazilian Administrative Agent, if applicable) shall, at the request of the relevant Company or any Subsidiary Borrower, deliver to the Company or such Subsidiary Borrower a statement showing the quotations furnished by the Reference Lenders (if any) used by the Administrative Agent (or the Brazilian Administrative Agent, as the case may be) in determining any interest rate with respect pursuant to a Eurodollar Loan or an Index Rate Competitive LoanSection 2.17(a). (c) If any Reference Lender shall for any reason no longer have a Revolving Credit Commitment, such Reference Lender shall thereupon cease to be a Reference Lender, and if, as a result, there shall only be one Reference Lender remaining, the Administrative Agent (with the consent of IBM) shall, by notice to the Borrowers and the Lenders, designate another Lender as a Reference Lender so that there shall at all times be at least two Reference Lenders. (d) Each Reference Lender shall use its best efforts to furnish quotations of rates to the Administrative Agent on a timely basis as contemplated hereby. If any of the Reference Lenders shall be unable or shall otherwise fail to supply such rates to the Administrative Agent upon its request, the rate of interest shall, subject to the provisions of Section 2.14, be determined on the basis of the quotations of the remaining Reference Lenders or Reference Lender.

Computation of Interest and Fees. (a) Facility fees and interest Interest (other than interest calculated based on the basis of the Prime Base Rate) shall be calculated on the basis of a 360-day year for the actual days elapsed. Interest calculated ; and interest based on the basis of the Prime Base Rate shall be calculated on the basis of a 365- 365-day year (or 366-366-day year, as the case may be) day year for the actual days elapsed. The Administrative Agent shall as soon as practicable notify the relevant Borrower Representative and the affected Lenders of each determination of a Eurodollar an Adjusted LIBOR Rate. Any change in the interest rate on a US$ Term Loan resulting from a change in the ABR Alternate Base Rate or the Statutory Reserves shall become effective as of the opening of business on the day on which such change becomes effective. The Administrative Agent shall as soon as practicable notify the relevant Borrower Representative and the affected Lenders of the effective date and the amount of each such change in interest rate. (b) Each determination of an interest rate by the Administrative Agent pursuant to any provision of this Agreement shall be conclusive and binding on each of the Borrowers and the Lenders in the absence of manifest error. The Administrative Agent shall, at the request of the relevant BorrowerBorrower Representative or any Lender, deliver to the Borrower Representative or such Borrower Lender a statement showing in reasonable detail the quotations furnished by the Reference Lenders (if any) calculations used by the Administrative Agent in determining any interest rate with respect pursuant to a Eurodollar Subsection 4.1, excluding any LIBOR Rate which is based upon the Reuters Monitor Money Rates Service page and any ABR Loan or an Index Rate Competitive Loanwhich is based upon the Alternate Base Rate. (c) If any Upon the request of the Administrative Agent, each Reference Lender shall for any reason no longer have a Revolving Credit CommitmentBank agrees that, if such Reference Lender shall thereupon cease Bank is currently providing quotes for United States Dollar deposits to be a Reference Lenderlending banks in the London interbank market, it will promptly (and if, as a result, there shall only be one Reference Lender remaining, no later than the Business Day following any such request) supply the Administrative Agent (with the consent rate quoted by such Reference Bank to lending banks in the London interbank market two Business Days before the first day of IBM) shall, by notice the relevant Interest Period for United States Dollar deposits of a duration equal to the Borrowers and the Lenders, designate another Lender as a Reference Lender so that there shall at all times be at least two Reference Lendersduration of such Interest Period. (d) Each Reference Lender shall use its best efforts to furnish quotations of rates to the Administrative Agent on a timely basis as contemplated hereby. If any of the Reference Lenders shall be unable or shall otherwise fail to supply such rates to the Administrative Agent upon its request, the rate of interest shall, subject to the provisions of Section 2.14, be determined on the basis of the quotations of the remaining Reference Lenders or Reference Lender.

Computation of Interest and Fees. (a) Facility fees fees, Utilization Fees and interest in respect of ABR Loans based upon clause (other than interest a) of the definition of ABR shall be calculated on the basis of a 365- (or 366- as the Prime Ratecase may be) day year for the actual days elapsed (including the first day and excluding the last day). Interest in respect of Eurodollar Loans, Bid Loans and ABR Loans based upon clause (b) of the definition of ABR shall be calculated on the basis of a 360-day year for the actual days elapsed. Interest calculated on elapsed (including the basis of first day and excluding the Prime Rate shall be calculated on the basis of a 365- (or 366-, as the case may be) day year for the actual days elapsedlast day). The Administrative Agent shall as soon as practicable promptly notify the relevant Borrower Borrowers and the Lenders Banks of each determination of a Eurodollar Rate. Any change in the interest rate on a US$ Committed Rate Loan resulting from a change in the ABR shall become effective as of the opening of business on the day on which such change becomes in the ABR shall become effective. The Administrative Agent shall as soon as practicable promptly notify the relevant Borrower Borrowers and the Lenders Banks of the effective date and the amount of each such change in interest ratechange. (b) Each determination of an interest rate by the Administrative Agent pursuant to any provision of this Agreement shall be conclusive and binding on the Borrowers and the Lenders Banks in the absence of manifest error. The Administrative Agent shall, at the request of the relevant a Borrower, deliver to such Borrower a statement showing the quotations furnished given by the Reference Lenders (if any) Banks and the computations used by the Administrative Agent in determining any interest rate with respect to a Eurodollar Loan or an Index Rate Competitive Loanrate. (c) If any Reference Lender Bank’s Commitment shall terminate (otherwise than on termination of all the Commitments) or, as the case may be, its Loans are assigned, prepaid or repaid for any reason no longer have a Revolving Credit Commitmentwhatsoever, such Reference Lender Bank shall thereupon cease to be a Reference LenderBank, and if, as a result, there shall only be one Reference Lender remaining, the Administrative Agent (after consultation with the Banks and with the consent of IBMthe Borrowers) shall, by notice to the Borrowers and the LendersBanks, designate another Lender a sufficient number of other Banks as a Reference Lender Banks so that there shall at all times be at least two three Reference LendersBanks. (d) Each Reference Lender Bank shall use its best efforts to furnish quotations of rates to the Administrative Agent on a timely basis as contemplated hereby. If any of the Reference Lenders Banks shall be unable or shall otherwise fail fails to supply such rates to the Administrative Agent upon its request, the rate of interest shall, subject to the provisions of Section 2.14, shall be determined on the basis of the quotations of the remaining Reference Lenders Banks or Reference LenderBank.

Computation of Interest and Fees. (a) Facility fees and interest (other than interest Whenever it is calculated on the basis of the Prime Rate) shall be calculated on the basis of a 360-day year for the actual days elapsed. Interest calculated on the basis of the Prime Rate , interest shall be calculated on the basis of a 365- (or 366-, as the case may be) day year for the actual days elapsed; and, otherwise, interest and fees shall be calculated on the basis of a 360-day year for the actual days elapsed. The Administrative Agent shall as soon as practicable notify the relevant Borrower and the Lenders of each determination of a Eurodollar Eurocurrency Rate. Any change in the interest rate on a US$ Loan resulting from a change in the ABR ABR, the Eurocurrency Reserve Requirements, the C/D Assessment Rate or the C/D Reserve Percentage shall become effective as of the opening of business on the day on which such change becomes effective. The Administrative Agent shall as soon as practicable notify the relevant Borrower and the Lenders of the effective date and the amount of each such change in interest rate. (b) Each determination of an interest rate by the Administrative Agent pursuant to any provision of this Agreement shall be conclusive and binding on the Borrowers Borrower and the Lenders in the absence of manifest error. The Administrative Agent shall, at the request of the relevant Borrower, deliver to such the Borrower a statement showing the quotations furnished by the Reference Lenders (if any) used by the Administrative Agent in determining any interest rate with respect pursuant to a Eurodollar Loan subsection 3.4(a), (b) or an Index Rate Competitive Loan(d). (c) If any Reference Lender shall for any reason no longer have a Revolving Credit CommitmentCommitment or any Loans, such Reference Lender shall thereupon cease to be a Reference Lender, and if, as a result, there shall only be one Reference Lender remaining, the Administrative Agent (after consultation with the Lenders and with the consent of IBMthe Borrower (which consent shall not be unreasonably withheld)) shall, by notice to the Borrowers Borrower and the Lenders, designate another Lender as a Reference Lender so that there shall at all times be at least two Reference Lenders. (d) Each Reference Lender shall use its best efforts to furnish quotations of rates to the Administrative Agent on a timely basis as contemplated hereby. If any of the Reference Lenders shall be unable or shall otherwise fail to supply such rates to the Administrative Agent upon its request, the rate of interest shall, subject to the provisions of Section 2.14subsection 3.6, be determined on the basis of the quotations of the remaining Reference Lenders or Reference Lender.

Computation of Interest and Fees. (a) Facility fees and interest Interest (other than interest calculated based on the basis of the Prime Rate) shall be calculated on the basis of a 360-day year for the actual days elapsed. Interest calculated ; and commitment fees and any other fees and interest based on the basis of the Prime Rate shall be calculated on the basis of a 365- 365-day year (or 366-366-day year, as the case may be) day year for the actual days elapsed. The Administrative Agent shall as soon as practicable notify the relevant Borrower and the affected Lenders of each determination of a Eurodollar an Adjusted LIBOR Rate. Any change in the interest rate on a US$ Loan resulting from a change in the ABR or the Statutory Reserves shall become effective as of the opening of business on the day on which such change becomes effective. The Administrative Agent shall as soon as practicable notify the relevant Borrower and the affected Lenders of the effective date and the amount of each such change in interest rate. (b) Each determination of an interest rate by the Administrative Agent pursuant to any provision of this Agreement shall be conclusive and binding on the Borrowers Borrower and the Lenders in the absence of manifest error. The Administrative Agent shall, at the request of the relevant BorrowerBorrower or any Lender, deliver to the Borrower or such Borrower Lender a statement showing in reasonable detail the quotations furnished by the Reference Lenders (if any) calculations used by the Administrative Agent in determining any interest rate with respect pursuant to a Eurodollar subsection 3.1, excluding any Adjusted LIBOR Rate which is based upon the Reuters Monitor Money Rates Services page and any ABR Loan or an Index Rate Competitive Loanwhich is based upon the Prime Rate. (c) If any Upon the request of the Administrative Agent, each Reference Bank (whether or not currently a Lender shall for any reason no longer have a Revolving Credit Commitmenthereunder) agrees that, if such Reference Lender shall thereupon cease Bank is currently providing quotes for deposits in Dollars to be a Reference Lenderleading banks in the London interbank market, it will promptly (and if, as a result, there shall only be one Reference Lender remaining, no later than the Business Day following any such request) supply the Administrative Agent (with the consent rate quoted by such Reference Bank to leading banks in the London interbank market two Business Days before the first day of IBM) shall, by notice the relevant Interest Period for deposits in Dollars of a duration equal to the Borrowers duration of such Interest Period. The Borrower agrees to keep confidential the rate quoted by any Reference Bank and the Lenders, designate another Lender as a Reference Lender so that there shall at all times be at least two Reference Lenders. (d) Each Reference Lender shall use its best efforts provided to furnish quotations of rates to it or the Administrative Agent pursuant to this subsection 3.6(c); provided that such rates may be disclosed (i) to the Sponsors, the Investors, the Borrower, any Restricted Subsidiary and to their respective officers, directors, employees, attorneys, accountants and advisors on a timely basis as contemplated hereby. If any of confidential and need-to-know basis, (ii) if the applicable Reference Lenders shall Bank consents to such proposed disclosure (such consent not to be unable unreasonably withheld) or shall otherwise fail to supply such rates (iii) to the Administrative Agent upon its request, extent necessary in connection with the rate exercise of interest shall, subject to the provisions any remedy or enforcement of Section 2.14, be determined on the basis of the quotations of the remaining Reference Lenders or Reference Lenderany rights.

Computation of Interest and Fees. (a) Facility fees and interest (other than interest calculated on the basis of the Prime Rate) Interest payable hereunder with respect to Alternate Base Rate Loans shall be calculated on the basis of a 360-day year of 365/6 days for the actual days elapsed. Interest calculated on the basis of the Prime Rate All other fees, interest and all other amounts payable hereunder shall be calculated on the basis of a 365- (or 366-, as the case may be) 360 day year for the actual days elapsed. The Administrative Agent shall as soon as practicable notify the relevant Borrower Company and the Lenders of each determination of a Eurodollar RateRate on the Business Day of the determination thereof. Any change in the interest rate on a US$ Committed Rate Loan resulting from a change in the ABR Alternate Base Rate shall become effective as of the opening of business on the day on which such change becomes in the Alternate Base Rate shall become effective. The Administrative Agent shall as soon as practicable notify the relevant Borrower Company and the Lenders of the effective date and the amount of each such change in interest ratechange. (b) Each determination of an interest rate by the Administrative Agent pursuant to any provision of this Agreement shall be conclusive and binding on the Borrowers Company and the Lenders in the absence of manifest error. The Administrative Agent shall, at the request of the relevant BorrowerCompany, deliver to such Borrower the Company a statement showing the quotations furnished by and the Reference Lenders (if any) computations used by the Administrative Agent in determining any interest rate with respect to a Eurodollar Loan or an Index Rate Competitive Loanrate. (c) If any Reference Lender Lender's Commitment shall terminate for any reason no longer have a Revolving Credit Commitmentwhatsoever (otherwise than with termination of all the Commitments), such Reference Lender shall thereupon cease to be a Reference Lender, and if, as a result, if for any reason there shall only cease to be one at least three Reference Lender remainingLenders, then the Administrative Agent (after consultation with the consent of IBMCompany and the Lenders) shall, by notice to the Borrowers Company and the Lenders, designate another Lender as a Reference Lender (who shall be reasonably acceptable to the Company) so that there shall at all times be at least two three Reference Lenders. (d) Each Reference Lender shall use its best efforts to furnish quotations of rates to the Administrative Agent on a timely basis when and as contemplated hereby. If any of the Reference Lenders shall be unable or shall otherwise fail fails to supply such rates to the Administrative Agent upon its request, the rate of interest shall, subject to the provisions of Section 2.14subsection 2.13, be determined on the basis of the quotations of the remaining Reference Lenders or Reference Lender.

Computation of Interest and Fees. (a) Facility Interest and fees and interest (other than interest calculated on the basis of the Prime Rate) payable pursuant hereto shall be calculated on the basis of a 360-day year for the actual days elapsed. Interest , except that, (i) with respect to Eurocurrency Loans denominated in Sterling, the interest thereon shall be calculated on the basis of a 365- day year and (ii) with respect to ABR Loans, the Prime Rate interest thereon shall be calculated on the basis of a 365- (or 366-, as the case may be) day year for the actual days elapsedelapsed or, in any case where the practice in the relevant market differs, in accordance with that market practice. The Administrative Agent shall as soon as practicable notify the relevant Borrower Representative and the relevant Lenders of each determination of a Eurodollar Eurocurrency Rate. Any change in the interest rate on a US$ Loan resulting from a change in the ABR or the Eurocurrency Reserve Percentage shall become effective as of the opening of business on the day on which such change becomes effective. The Administrative Agent shall as soon as practicable notify the relevant Borrower Representative and the relevant Lenders of the effective date and the amount of each such change in interest rate. In computing interest on any Loan, the date of the making of such Loan or the first day of an Interest Period applicable to such Loan or, with respect to an ABR Loan being converted from a Eurocurrency Loan, the date of conversion of such Eurocurrency Loan to such ABR Loan, as the case may be, shall be included, and the date of payment of such Loan or the expiration date of an Interest Period applicable to such Loan or, with respect to an ABR Loan being converted to a Eurocurrency Loan, the date of conversion of such ABR Loan to such Eurocurrency Loan, as the case may be, shall be excluded; provided that if a Loan is repaid on the same day on which it is made, one day’s interest shall be paid on that Loan. (b) Each determination of an interest rate by the Administrative Agent pursuant to any provision of this Agreement shall be conclusive and binding on the Borrowers and the Lenders in the absence of manifest error. The Administrative Agent shall, at the request of the relevant BorrowerBorrower Representative, deliver to such the Borrower Representative a statement showing the quotations furnished by the Reference Lenders (if any) used by the Administrative Agent in determining any interest rate with respect pursuant to a Eurodollar Loan or an Index Rate Competitive LoanSection 2.14(a). (c) If any Reference Lender shall for any reason no longer have a Revolving Credit Commitment, such Reference Lender shall thereupon cease to be a Reference Lender, and if, as a result, there shall only be one Reference Lender remaining, the Administrative Agent (with the consent of IBM) shall, by notice to the Borrowers and the Lenders, designate another Lender as a Reference Lender so that there shall at all times be at least two Reference Lenders. (d) Each Reference Lender shall use its best efforts to furnish quotations of rates to the Administrative Agent on a timely basis as contemplated hereby. If any of the Reference Lenders shall be unable or shall otherwise fail to supply such rates to the Administrative Agent upon its request, the rate of interest shall, subject to the provisions of Section 2.14, be determined on the basis of the quotations of the remaining Reference Lenders or Reference Lender.

Computation of Interest and Fees. (a) Facility fees and interest (other than interest Interest payable hereunder with respect to Alternate Base Rate Loans based on the Prime Rate shall be calculated on the basis of a year of 365 days (or 366 days, as applicable) for the Prime Rate) actual days elapsed. All other fees, interest and all other amounts payable hereunder shall be calculated on the basis of a 360-day year for the actual days elapsed. Interest calculated on the basis of the Prime Rate shall be calculated on the basis of a 365- (or 366-, as the case may be) day year for the actual days elapsed. The Administrative Agent shall as soon as practicable notify the relevant Borrower and the Lenders of each determination of a Eurodollar RateLIBOR Rate on the Business Day of the determination thereof. Any change in the interest rate on a US$ Loan resulting from a change in the ABR Alternate Base Rate shall become effective as of the opening of business on the day on which such change becomes in the Alternate Base Rate shall become effective. The Administrative Agent shall as soon as practicable notify the relevant Borrower and the Lenders of the effective date and the amount of each such change in interest ratechange. (b) Each determination of an interest rate by the Administrative Agent pursuant to any provision of this Agreement shall be conclusive and binding on the Borrowers Borrower and the Lenders in the absence of manifest error. The Administrative Agent shall, at the request of the relevant Borrower, deliver to such the Borrower a statement showing the quotations furnished by the Reference Lenders (if any) computations used by the Administrative Agent in determining any interest rate with respect to a Eurodollar Loan or an Index Rate Competitive Loanrate. (c) If any Reference Lender shall for any reason no longer have a Revolving Credit Commitment, such Reference Lender shall thereupon cease to be a Reference Lender, and if, as a result, there shall only be one Reference Lender remaining, It is the Administrative Agent (with intent of the consent of IBM) shall, by notice to the Borrowers Lenders and the LendersCredit Parties to conform to and contract in strict compliance with applicable usury law from time to time in effect. All agreements between the Lenders and the Credit Parties are hereby limited by the provisions of this subsection which shall override and control all such agreements, designate another Lender as a Reference Lender so that there whether now existing or hereafter arising and whether written or oral. In no way, nor in any event or contingency (including but not limited to prepayment or acceleration of the maturity of any Credit Party Obligation), shall at all times be at least two Reference Lenders. (d) Each Reference Lender shall use its best efforts to furnish quotations the interest taken, reserved, contracted for, charged, or received under this Agreement, under the Notes or otherwise, exceed the maximum nonusurious amount permissible under applicable law. If, from any possible construction of rates to the Administrative Agent on a timely basis as contemplated hereby. If any of the Reference Lenders Credit Documents or any other document, interest would otherwise be payable in excess of the maximum nonusurious amount, any such construction shall be unable or shall otherwise fail to supply such rates to the Administrative Agent upon its request, the rate of interest shall, subject to the provisions of Section 2.14this paragraph and such interest shall be automatically reduced to the maximum nonusurious amount permitted under applicable law, without the necessity of execution of any amendment or new document. If any Lender shall ever receive anything of value which is characterized as interest on the Loans under applicable law and which would, apart from this provision, be determined in excess of the maximum nonusurious amount, an amount equal to the amount which would have been excessive interest shall, without penalty, be applied to the reduction of the principal amount owing on the basis Loans and not to the payment of interest, or refunded to the Borrower or the other payor thereof if and to the extent such amount which would have been excessive exceeds such unpaid principal amount of the quotations Loans. The right to demand payment of the remaining Reference Loans or any other Indebtedness evidenced by any of the Credit Documents does not include the right to receive any interest which has not otherwise accrued on the date of such demand, and the Lenders do not intend to charge or Reference Lenderreceive any unearned interest in the event of such demand. All interest paid or agreed to be paid to the Lenders with respect to the Loans shall, to the extent permitted by applicable law, be amortized, prorated, allocated, and spread throughout the full stated term (including any renewal or extension) of the Loans so that the amount of interest on account of such Indebtedness does not exceed the maximum nonusurious amount permitted by applicable law.

Computation of Interest and Fees. (a) Facility fees and interest (other than interest Commitment fees, letter of credit commissions and, whenever it is calculated on the basis of the Prime Rate) shall be calculated on the basis of a 360-day year for the actual days elapsed. Interest calculated on the basis of the Prime Rate ABR, interest shall be calculated on the basis of a 365- (or 366-, as the case may be) day year for the actual days elapsed; and, otherwise, interest shall be calculated on the basis of a 360-day year for the actual days elapsed. The Administrative Agent shall as soon as practicable notify the relevant Borrower and the Lenders of each determination of a Eurodollar Rate. Any change in the interest rate on a US$ Loan resulting from a change in the ABR ABR, the Eurocurrency Reserve Requirements, the C/D Assessment Rate or the C/D Reserve Percentage shall become effective as of the opening of business on the day on which such change becomes effective. The Administrative Agent shall as soon as practicable notify the relevant Borrower and the Lenders of the effective date and the amount of each such change in interest rate. (b) Each determination of an interest rate by the Administrative Agent pursuant to any provision of this Agreement shall be conclusive and binding on the Borrowers and the Lenders Borrower in the absence of manifest error. The Administrative Agent shall, at the request of the relevant Borrower, deliver to such the Borrower a statement showing the quotations furnished by the Reference Lenders (if any) used by the Administrative Agent in determining any interest rate with respect pursuant to a Eurodollar Loan subsection 2.9(a) or an Index Rate Competitive Loan(c). (c) If any the Reference Lender shall for any reason no longer have a Revolving Credit CommitmentCommitment or any Loans, such the Reference Lender shall thereupon cease to be a the Reference Lender, and if, as a result, there shall only be one Reference Lender remaining, the Administrative Agent (after consultation with the consent of IBMBorrower and the Lenders) shall, by notice to the Borrowers Borrower and the Lenders, designate another Lender as a the Reference Lender so that there shall at all times be at least two Reference LendersLender. (d) Each The Reference Lender shall use its best efforts to furnish quotations of rates to the Administrative Agent on a timely basis as contemplated hereby. If any of the Reference Lenders shall be unable or shall otherwise fail to supply such rates to the Administrative Agent upon its request, the rate of interest shall, subject to the provisions of Section 2.14, be determined on the basis of the quotations of the remaining Reference Lenders or Reference Lender.

Computation of Interest and Fees. (a) Facility fees and interest (other than interest calculated Interest payable hereunder with respect to Alternate Base Rate Loans based on the basis of the Prime Rate) shall be calculated on the basis of a 360-day year for the actual days elapsed. Interest calculated on the basis of the Prime Rate shall be calculated on the basis of a 365- year of 365 days (or 366-366 days, as applicable) for the case may be) actual days elapsed. All other fees, interest and all other amounts payable hereunder shall be calculated on the basis of a 360 day year for the actual days elapsed. The Administrative Agent shall as soon as practicable notify the relevant Borrower and the Lenders of each determination of a Eurodollar RateLIBOR Rate on the Business Day of the determination thereof. Any change in the interest rate on a US$ Loan resulting from a change in the ABR Alternate Base Rate shall become effective as of the opening of business on the day on which such change becomes in the Alternate Base Rate shall become effective. The Administrative Agent shall as soon as practicable notify the relevant Borrower and the Lenders of the effective date and the amount of each such change in interest ratechange. (b) Each determination of an interest rate by the Administrative Agent pursuant to any provision of this Agreement shall be conclusive and binding on the Borrowers Borrower and the Lenders in the absence of manifest error. The Administrative Agent shall, at the request of the relevant Borrower, deliver to such the Borrower a statement showing the quotations furnished by the Reference Lenders (if any) computations used by the Administrative Agent in determining any interest rate with respect to a Eurodollar Loan or an Index Rate Competitive Loanrate. (c) If any Reference Lender shall for any reason no longer have a Revolving Credit Commitment, such Reference Lender shall thereupon cease to be a Reference Lender, and if, as a result, there shall only be one Reference Lender remaining, It is the Administrative Agent (with intent of the consent of IBM) shall, by notice to the Borrowers Lenders and the LendersCredit Parties to conform to and contract in strict compliance with applicable usury law from time to time in effect. All agreements between the Lenders and the Credit Parties are hereby limited by the provisions of this paragraph which shall override and control all such agreements, designate another Lender as a Reference Lender so that there whether now existing or hereafter arising and whether written or oral. In no way, nor in any event or contingency (including but not limited to prepayment or acceleration of the maturity of any Obligation), shall at all times be at least two Reference Lenders. (d) Each Reference Lender shall use its best efforts to furnish quotations the interest taken, reserved, contracted for, charged, or received under this Agreement, under the Notes or otherwise, exceed the maximum nonusurious amount permissible under applicable law. If, from any possible construction of rates to the Administrative Agent on a timely basis as contemplated hereby. If any of the Reference Lenders Credit Documents or any other document, interest would otherwise be payable in excess of the maximum nonusurious amount, any such construction shall be unable or shall otherwise fail to supply such rates to the Administrative Agent upon its request, the rate of interest shall, subject to the provisions of Section 2.14this paragraph and such interest shall be automatically reduced to the maximum nonusurious amount permitted under applicable law, without the necessity of execution of any amendment or new document. If any Lender shall ever receive anything of value which is characterized as interest on the Loans under applicable law and which would, apart from this provision, be determined in excess of the maximum nonusurious amount, an amount equal to the amount which would have been excessive interest shall, without penalty, be applied to the reduction of the principal amount owing on the basis Loans and not to the payment of interest, or refunded to the Borrower or the other payor thereof if and to the extent such amount which would have been excessive exceeds such unpaid principal amount of the quotations Loans. The right to demand payment of the remaining Reference Loans or any other Indebtedness evidenced by any of the Credit Documents does not include the right to receive any interest which has not otherwise accrued on the date of such demand, and the Lenders do not intend to charge or Reference Lenderreceive any unearned interest in the event of such demand. All interest paid or agreed to be paid to the Lenders with respect to the Loans shall, to the extent permitted by applicable law, be amortized, prorated, allocated, and spread throughout the full stated term (including any renewal or extension) of the Loans so that the amount of interest on account of such indebtedness does not exceed the maximum nonusurious amount permitted by applicable law.

Computation of Interest and Fees. (a) Facility fees and interest (other than interest calculated Interest on all Loans shall be computed on the basis of the actual number of days elapsed over a year of 360 days or, on any date when the ABR is determined by reference to the Prime Rate) shall be calculated on , a year of 365 or 366 days as appropriate (in each case including the basis of a 360-first day year for but excluding the actual days elapsedlast day). Interest calculated on the basis of the Prime Rate shall be calculated on the basis of a 365- (or 366-, as the case may be) day year for the actual days elapsed. The Administrative Agent shall as soon as practicable notify the relevant Borrower and the Lenders of each determination of a Eurodollar Rate. Any change in the interest rate on a US$ Loan resulting from a change in the ABR shall become effective as of the opening of business on the day on which such change becomes effective. The Administrative Agent shall as soon as practicable notify the relevant Borrower and the Lenders of the effective date and the amount of each such change in interest rate. (b) Each determination of an interest rate by the Administrative Agent pursuant to any provision of this Agreement shall be conclusive and binding on the Borrowers Borrower and the Lenders in the absence of manifest error. The Administrative Agent shall, at All fees shall be computed on the basis of a year composed of twelve 30-day months. At any time and from time to time upon request of the relevant Borrower, the Administrative Agent shall deliver to such the Borrower a statement showing the quotations furnished by the Reference Lenders (if any) used by the Administrative Agent in determining any interest rate with respect applicable to U.S. Revolving Credit Loans and/or the Multicurrency Loans pursuant to this Agreement. Each change in the Applicable Margin applicable to Loans or the Facility Fee as a Eurodollar Loan or an Index Rate Competitive Loanresult of a change in the Borrower's Status shall become effective on the date upon which such change in Status occurs. (cb) If any Reference Lender shall for any reason no longer have a Revolving Credit Commitment, such Reference Lender shall thereupon cease to be a Reference Lender, and if, as a resultresult thereof, there shall only be one Reference Lender remaining, the Borrower and the Administrative Agent (after consultation with the consent of IBMLenders) shall, by notice to the Borrowers and the Lenders, designate another Lender as a Reference Lender so that there shall at all times be at least two Reference Lenders. (dc) Each Reference Lender shall use its best efforts to furnish quotations of rates to the Administrative Agent on a timely basis as contemplated hereby. If any of the Reference Lenders shall be unable or shall otherwise fail to supply such rates to the Administrative Agent upon its request, the rate of interest shall, subject to the provisions of Section 2.14subsection 2.12, be determined on the basis of the quotations of the remaining Reference Lenders or Reference LenderLenders.

Computation of Interest and Fees. (a) Facility fees and interest (other than interest Interest in respect of Alternate Base Rate Loans shall be calculated on the basis of a (i) 365-day (or 366-day, as the case may be) year for the actual days elapsed when such Alternate Base Rate Loans are based on the Prime Rate, and (ii) a 360-day year for the actual days elapsed when based on the Eurodollar Rate or the Federal Funds Effective Rate. Interest in respect of Eurodollar Loans and CAF Loans shall be calculated on the basis of a 360-day year for the actual days elapsed. Interest calculated on the basis of the Prime Rate shall be calculated on the basis of a 365- (or 366-, as the case may be) day year for the actual days elapsed. The Administrative Agent shall as soon as practicable notify the relevant Borrower Company and the Lenders Banks of each determination of a Eurodollar Rate. Any change in the interest rate on a US$ Revolving Credit Loan resulting from a change in the ABR Alternate Base Rate or the Applicable Margin or the Eurocurrency Reserve Requirements shall become effective as of the opening of business on the day on which such change becomes in the Alternate Base Rate is announced, such Applicable Margin changes as provided herein or such change in the Eurocurrency Reserve Requirements shall become effective, as the case may be. The Administrative Agent shall as soon as practicable notify the relevant Borrower Company and the Lenders Banks of the effective date and the amount of each such change in interest ratechange. (b) Each determination of an interest rate by the Administrative Agent pursuant to any provision of this Agreement shall be conclusive and binding on the Borrowers Company and the Lenders Banks in the absence of manifest error. The Administrative Agent shall, at the request of the relevant BorrowerCompany, deliver to such Borrower the Company a statement showing the quotations furnished by the Reference Lenders (if any) used by the Administrative Agent in determining any interest rate with respect pursuant to a Eurodollar Loan or an Index Rate Competitive Loansubsection 2.10. (c) If any Reference Lender Bank’s Commitment shall terminate (otherwise than on termination of all the Commitments), or its Revolving Credit Loans shall be assigned for any reason no longer have a Revolving Credit Commitmentwhatsoever, such Reference Lender Bank shall thereupon cease to be a Reference LenderBank, and if, as a resultresult of the foregoing, there shall only be one Reference Lender Bank remaining, then the Administrative Agent (after consultation with the consent of IBMCompany and the Banks) shall, by notice to the Borrowers Company and the LendersBanks, designate another Lender Bank as a Reference Lender Bank so that there shall at all times be at least two Reference LendersBanks. (d) Each Reference Lender Bank shall use its best efforts to furnish quotations of rates to the Administrative Agent on a timely basis as contemplated hereby. If any of the Reference Lenders Banks shall be unable or shall otherwise fail fails to supply such rates to the Administrative Agent upon its request, the rate of interest shall, subject to the provisions of Section 2.14, shall be determined on the basis of the quotations of the remaining Reference Lenders Banks or Reference LenderBank. (e) Facility fees shall be computed on the basis of a 365-day year for the actual days elapsed.

Computation of Interest and Fees. (a) Facility fees and interest (other than interest calculated Interest on the basis of the Prime Rate) shall be calculated on the basis of a 360-day year for the actual days elapsed. Interest calculated on the basis of the Prime Base Rate Loans shall be calculated on the basis of a 365- (or 366-, as the case may be) day year for the actual days elapsed. Interest on Eurodollar Loans, Fixed Rate Loans and all fees shall be calculated on the basis of a 360-day year for the actual days elapsed. The Administrative Agent shall as soon as practicable notify the relevant Borrower Company and the Lenders Banks of each determination of a Eurodollar Rate. Any change in the interest rate on a US$ Loan resulting from a change in the ABR Base Rate shall become effective as of the opening of business on the day on which such change becomes effectivein the Base Rate is announced. The Administrative Agent shall as soon as practicable notify the relevant Borrower Company and the Lenders Banks of the effective date and the amount of each such change in interest rate. Notwithstanding anything to the contrary in this Agreement, interest paid or becoming due hereunder shall in no event exceed the maximum rate permitted by applicable law. (b) Each determination of an interest rate by the Administrative Agent pursuant to any provision of this Agreement shall be conclusive and binding on the Borrowers Company and the Lenders Banks in the absence of manifest error. The Administrative Agent shall, at the request of the relevant BorrowerCompany, deliver to such Borrower the Company a statement showing the quotations furnished by the Reference Lenders (if any) used by the Administrative Agent in determining any interest rate with respect pursuant to a Eurodollar Loan or an Index Rate Competitive Loansubsection 2.13. (c) If any Reference Lender Bank's Commitment shall terminate or all its Loans shall be assigned for any reason no longer have a Revolving Credit Commitmentwhatsoever, such Reference Lender Bank shall thereupon cease to be a Reference LenderBank, and if, as a resultresult of the foregoing, there shall only be one Reference Lender Bank remaining, the Administrative Agent (after consultation with the consent of IBMCompany and the Banks) shall, by notice to the Borrowers Company and the LendersBanks, designate another Lender Bank acceptable to the Company, as a Reference Lender Bank so that there shall at all times be at least two Reference LendersBanks. (d) Each Reference Lender Bank shall use its best efforts to furnish quotations of rates to the Administrative Agent on a timely basis as contemplated hereby. If any of the Reference Lenders Banks shall be unable or shall otherwise fail to supply such rates to the Administrative Agent upon its request, the rate of interest shall, subject to the provisions of Section 2.14subsection 2.15, be determined on the basis of the quotations of the remaining Reference Lenders Banks or Reference LenderBank.

Computation of Interest and Fees. (a) Facility fees All computations of interest for Base Rate Loans (including Base Rate Loans determined by reference to Term SOFR) and interest for Loans denominated in Alternative Currencies (other than interest calculated Alternative Currency Loans with respect to EURIBOR) shall be made on the basis of a year of 365 or 366 days, as the Prime Rate) case may be, and actual days elapsed, or, in the case of interest in respect of Loans denominated in Alternative Currencies as to which market practice differs from the foregoing, in accordance with such market practice. All other computations of fees and interest, including those with respect to Daily SOFR Loans and Alternative Currency Loans determined by reference to EURIBOR, shall be calculated made on the basis of a 360-day year for the and actual days elapsed. Interest calculated on the basis of the Prime Rate shall be calculated elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365- 365-day year). Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid, provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.13(a), bear interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error. (b) If, as a result of any restatement of or 366-other adjustment to the financial statements of ▇▇▇▇▇▇▇▇▇ or for any other reason, ▇▇▇▇▇▇▇▇▇ or the Lenders determine that (i) the Consolidated Total Leverage Ratio as calculated by ▇▇▇▇▇▇▇▇▇ as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated Total Leverage Ratio would have resulted in higher pricing for such period, each Borrower shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Lenders or the L/C Issuer, as the case may be) day year for the actual days elapsed. The Administrative Agent shall as soon as practicable notify the relevant Borrower and the Lenders of each determination of a Eurodollar Rate. Any change in the interest rate , promptly on a US$ Loan resulting from a change in the ABR shall become effective as of the opening of business on the day on which such change becomes effective. The Administrative Agent shall as soon as practicable notify the relevant Borrower and the Lenders of the effective date and the amount of each such change in interest rate. (b) Each determination of an interest rate demand by the Administrative Agent pursuant (or, after the occurrence of an actual or deemed entry of an order for relief with respect to any provision of this Agreement shall be conclusive and binding on Borrower under the Borrowers and the Lenders in the absence of manifest error. The Administrative Agent shall, at the request Bankruptcy Code of the relevant BorrowerUnited States, deliver to such Borrower a statement showing the quotations furnished by the Reference Lenders (if any) used automatically and without further action by the Administrative Agent in determining Agent, any Lender or the L/C Issuer), an amount equal to the excess of the amount of interest rate with respect to a Eurodollar Loan and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This clause (b) shall not limit the rights of the Administrative Agent, any Lender or an Index Rate Competitive Loan. (c) If any Reference Lender shall for any reason no longer have a Revolving Credit Commitment, such Reference Lender shall thereupon cease to be a Reference Lender, and ifthe L/C Issuer, as a resultthe case may be, there under Section 2.04(i) or 2.09(b) or under Article VIII. Each Borrower’s obligations under this clause (b) shall only be one Reference Lender remaining, survive the Administrative Agent (with termination of the consent of IBM) shall, by notice to the Borrowers Aggregate Commitments and the Lenders, designate another Lender as a Reference Lender so that there shall at repayment of all times be at least two Reference Lendersother Obligations hereunder. (d) Each Reference Lender shall use its best efforts to furnish quotations of rates to the Administrative Agent on a timely basis as contemplated hereby. If any of the Reference Lenders shall be unable or shall otherwise fail to supply such rates to the Administrative Agent upon its request, the rate of interest shall, subject to the provisions of Section 2.14, be determined on the basis of the quotations of the remaining Reference Lenders or Reference Lender.

Computation of Interest and Fees. (a) Facility Interest and fees and interest (other than interest calculated on the basis of the Prime Rate) payable pursuant hereto shall be calculated on the basis of a 360-day year for the actual days elapsed. Interest calculated , except that interest computed by reference to ABR at times when ABR is based on the basis of the Prime Rate shall be calculated computed on the basis of a 365- year of 365 days (or 366-366 days in a leap year), as the case may be) day year and shall be payable for the actual number of days elapsed. All interest hereunder on any Loan shall be computed on a daily basis based upon the outstanding principal amount of such Loan as of the applicable date of determination. The applicable ABR, Adjusted Term SOFR Rate, Term SOFR Rate, Adjusted Daily Simple SOFR Rate or Daily Simple SOFR shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error. The Administrative Agent shall as soon as practicable notify the Company or relevant Subsidiary Borrower and the Lenders of each determination of a Eurodollar the Term SOFR Rate and Adjusted Term SOFR Rate. Any change in the interest rate on a US$ Loan resulting from a change in the ABR shall become effective as of the opening of business on the day on which such change becomes effective. The Administrative Agent shall as soon as practicable notify the Company or relevant Subsidiary Borrower and the relevant Lenders of the effective date and the amount of each such change in interest rate. (b) Each determination of an interest rate by the Administrative Agent pursuant to any provision of this Agreement shall be conclusive and binding on the Borrowers and the Lenders in the absence of manifest error. The Administrative Agent shall, at the request of the relevant Company, or any Subsidiary Borrower, deliver to the Company or such Subsidiary Borrower a statement showing the quotations furnished by the Reference Lenders (if any) used by the Administrative Agent in determining any interest rate with respect pursuant to a Eurodollar Loan or an Index Rate Competitive Loanthis Section 2.17. (c) If any Reference Lender shall for any reason no longer have a Revolving Credit Commitment, such Reference Lender shall thereupon cease to be a Reference Lender, and if, as a result, there shall only be one Reference Lender remaining, the Administrative Agent (with the consent of IBM) shall, by notice to the Borrowers and the Lenders, designate another Lender as a Reference Lender so that there shall at all times be at least two Reference Lenders. (d) Each Reference Lender shall use its best efforts to furnish quotations of rates to the Administrative Agent on a timely basis as contemplated hereby. If any of the Reference Lenders shall be unable or shall otherwise fail to supply such rates to the Administrative Agent upon its request, the rate of interest shall, subject to the provisions of Section 2.14, be determined on the basis of the quotations of the remaining Reference Lenders or Reference Lender.

Computation of Interest and Fees. (a) Facility fees The Agent shall give prompt Notice to the applicable Borrower and interest (other than interest calculated on the basis Lenders of the Prime Rateapplicable interest rate determined by the Agent for purposes of Section 2.04(a)(i), (ii) shall be calculated on or (iii). (b) In the basis event, prior to the commencement of a 360-day year any Interest Period relating to any Eurodollar Rate Loans or CDOR Loans, any Lender (in this context, an “Affected Lender”) determines that (i) adequate and reasonable methods do not exist for ascertaining the actual days elapsed. Interest calculated on the basis of the Prime Eurodollar Rate shall be calculated on the basis of a 365- (or 366-CDOR, as the case may be) day year for , that would otherwise determine the actual days elapsed. The Administrative Agent shall as soon as practicable notify the relevant Borrower and the Lenders rate of each determination of a Eurodollar Rate. Any change in the interest rate on a US$ Loan resulting from a change in the ABR shall become effective as of the opening of business on the day on which such change becomes effective. The Administrative Agent shall as soon as practicable notify the relevant Borrower and the Lenders of the effective date and the amount of each such change in interest rate. (b) Each determination of an interest rate by the Administrative Agent pursuant to be applicable to any provision Eurodollar Rate Loans or CDOR Loans or (ii) the Eurodollar Rate or CDOR will not adequately reflect the cost to such Affected Lender of this Agreement making, funding or maintaining its Eurodollar Rate Loans or CDOR Loans, during any Interest Period, such Affected Lender shall forthwith give Notice of such determination (which shall be conclusive and binding on the applicable Borrower) to the applicable Borrower and the Agent. In the event that the Agent receives such notices from Affected Lenders who collectively comprise the Majority Lenders, the Agent shall forthwith give Notice of such fact to the applicable Borrower and the Lenders, and as a result thereof, (x) any Interest Rate Notice with respect to Eurodollar Rate Loans or CDOR Loans, as the case may be, shall be automatically withdrawn and any Interest Rate Notice shall be deemed a request for a Base Rate Loan, or a Canadian Prime Rate Loan, as applicable to the requested currency, (y) each Eurodollar Rate Loan or CDOR Loan will automatically, on the last day of the then current Interest Period thereof, become a Base Rate Loan, or a Canadian Prime Rate Loan, as applicable to the requested currency, and (z) the obligations of the Lenders to make Eurodollar Rate Loans or CDOR Loans, as the case may be, shall be suspended until the Majority Lenders determine that the circumstances giving rise to such suspension no longer exist, whereupon the Agent, upon the instruction of the Majority Lenders, shall so notify the applicable Borrower and the Lenders. Each Affected Lender agrees that it shall forthwith give Notice of such fact to the Borrowers and the Lenders Agent at such time as the circumstances described in the absence first sentence of manifest error. The Administrative Agent shall, at the request of the relevant Borrower, deliver this Section 2.05(b) no longer pertain to such Borrower a statement showing the quotations furnished by the Reference Lenders (if any) used by the Administrative Agent in determining any interest rate with respect to a Eurodollar Loan or an Index Rate Competitive Loanit. (c) If On the date on which the aggregate unpaid principal amount of Eurodollar Rate Loans or CDOR Loans comprising any Reference Lender Borrowing shall for any reason no longer have a Revolving Credit Commitmentbe reduced, by payment or prepayment or otherwise, to less than US$10,000,000 or Cdn.$10,000,000 (as applicable), such Reference Lender Loans shall thereupon cease to be a Reference Lender, and ifautomatically Convert into Base Rate Loans or Canadian Prime Rate Loans, as a result, there shall only be one Reference Lender remaining, the Administrative Agent (with the consent of IBM) shall, by notice to the Borrowers and the Lenders, designate another Lender as a Reference Lender so that there shall at all times be at least two Reference Lendersapplicable. (d) Each Reference Lender shall use its best efforts to furnish quotations Upon the occurrence and during the continuance of rates any Event of Default (i) each Eurodollar Rate Loan and CDOR Loan will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Loan, or a Canadian Prime Rate Loan, as applicable, to the Administrative Agent on a timely basis as contemplated hereby. If any requested currency and (ii) the obligation of the Reference Lenders to make, or to Convert Loans into, Eurodollar Rate Loans or CDOR Loans, as the case may be, shall be unable suspended. (e) If, as a result of any restatement of or shall otherwise fail to supply such rates other adjustment to the Administrative Agent upon its requestfinancial statements of OpCo or for any other reason, the rate Borrowers or the Lenders determine that (i) the OpCo Leverage Ratio as calculated by the Borrowers as of any applicable date was inaccurate and (ii) a proper calculation of the OpCo Leverage Ratio would have resulted in higher pricing for such period, the Borrowers shall immediately and retroactively be obligated to pay to the Agent for the account of the applicable Lenders or the Issuing Banks, as the case may be, promptly within five (5) Business Days of demand by the Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to either Borrower under the Bankruptcy Code of the United States, automatically and without further action by the Agent, any Lender or any Issuing Bank), an amount equal to the excess of the amount of interest shalland fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of any Agent, subject to any Lender or any Issuing Bank, as the provisions of case may be, under Section 2.143.03(c)(iii), be determined on 3.07(b) or 2.04(c) or under Article 8. The Borrowers’ obligations under this paragraph shall survive the basis termination of the quotations Commitments and the repayment of the remaining Reference Lenders or Reference Lenderall other Obligations hereunder.

Computation of Interest and Fees. (a) Facility fees and interest Interest (other than interest calculated based on the basis of the Prime Base Rate) shall be calculated on the basis of a 360-day year for the actual days elapsed. Interest calculated ; and commitment fees and interest based on the basis of the Prime Base Rate shall be calculated on the basis of a 365- 365-day year (or 366-366-day year, as the case may be) day year for the actual days elapsed. The Administrative Agent shall as soon as practicable notify the relevant Borrower Representative and the affected Lenders of each determination of a Eurodollar an Adjusted LIBOR Rate. Any change in the interest rate on a US$ Loan resulting from a change in the ABR Alternate Base Rate or the Statutory Reserves shall become effective as of the opening of business on the day on which such change becomes effective. The Administrative Agent shall as soon as practicable notify the relevant Borrower Representative and the affected Lenders of the effective date and the amount of each such change in interest rate. (b) Each determination of an interest rate by the Administrative Agent pursuant to any provision of this Agreement shall be conclusive and binding on each of the Borrowers and the Lenders in the absence of manifest error. The Administrative Agent shall, at the request of the relevant BorrowerBorrower Representative or any Lender, deliver to the Borrower Representative or such Borrower Lender a statement showing in reasonable detail the quotations furnished by the Reference Lenders (if any) calculations used by the Administrative Agent in determining any interest rate with respect pursuant to a Eurodollar Subsection 4.1, excluding any LIBOR Rate which is based upon the Reuters Monitor Money Rates Service page and any ABR Loan or an Index Rate Competitive Loanwhich is based upon the Alternate Base Rate. (c) If any Upon the request of the Administrative Agent, each Reference Lender shall for any reason no longer have a Revolving Credit CommitmentBank agrees that, if such Reference Lender shall thereupon cease Bank is currently providing quotes for United States Dollar deposits to be a Reference Lenderlending banks in the London interbank market, it will promptly (and if, as a result, there shall only be one Reference Lender remaining, no later than the Business Day following any such request) supply the Administrative Agent (with the consent rate quoted by such Reference Bank to lending banks in the London interbank market two Business Days before the first day of IBM) shall, by notice the relevant Interest Period for United States Dollar deposits of a duration equal to the Borrowers and the Lenders, designate another Lender as a Reference Lender so that there shall at all times be at least two Reference Lendersduration of such Interest Period. (d) Each Reference Lender shall use its best efforts to furnish quotations of rates to the Administrative Agent on a timely basis as contemplated hereby. If any of the Reference Lenders shall be unable or shall otherwise fail to supply such rates to the Administrative Agent upon its request, the rate of interest shall, subject to the provisions of Section 2.14, be determined on the basis of the quotations of the remaining Reference Lenders or Reference Lender.

Computation of Interest and Fees. All computations of interest for Base Rate Loans (aincluding Base Rate Loans determined by reference to the Eurocurrency Rate) Facility fees and interest (other than interest calculated shall be made on the basis of a year of 365 or 366 days, as the Prime Rate) case may be, and actual days elapsed. All other computations of fees and interest shall be calculated made on the basis of a 360-day year for the and actual days elapsed. Interest calculated on the basis of the Prime Rate shall be calculated elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365- 365-day year), or in the case of interest in respect of Loans denominated in Alternative Currencies as to which market practice differs from the foregoing, in accordance with such market practice. Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid, provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error. If, as a result of any restatement of or other adjustment to the financial statements of the Borrower or for any other reason, the Borrower or the Lenders determine that (i) the Consolidated Net Leverage Ratio as calculated by the Borrower as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated Net Leverage Ratio would have resulted in higher pricing for such period, the Borrower shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Lenders or 366-the L/C Issuer, as the case may be) day year for the actual days elapsed. The Administrative Agent shall as soon as practicable notify the relevant Borrower and the Lenders of each determination of a Eurodollar Rate. Any change in the interest rate , promptly on a US$ Loan resulting from a change in the ABR shall become effective as of the opening of business on the day on which such change becomes effective. The Administrative Agent shall as soon as practicable notify the relevant Borrower and the Lenders of the effective date and the amount of each such change in interest rate. (b) Each determination of an interest rate demand by the Administrative Agent pursuant (or, after the occurrence of an actual or deemed entry of an order for relief with respect to any provision of this Agreement shall be conclusive and binding on the Borrowers and Borrower under the Lenders in the absence of manifest error. The Administrative Agent shall, at the request Bankruptcy Code of the relevant BorrowerUnited States, deliver to such Borrower a statement showing the quotations furnished by the Reference Lenders (if any) used automatically and without further action by the Administrative Agent in determining Agent, any Lender or the L/C Issuer), an amount equal to the excess of the amount of interest rate with respect to a Eurodollar Loan and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of the Administrative Agent, any Lender or an Index Rate Competitive Loan. (c) If any Reference Lender shall for any reason no longer have a Revolving Credit Commitment, such Reference Lender shall thereupon cease to be a Reference Lender, and ifthe L/C Issuer, as a resultthe case may be, there under Section 2.03(c)(iii), 2.03(h) or 2.08(b) or under Article IX. The Borrower’s obligations under this paragraph shall only be one Reference Lender remaining, survive the Administrative Agent (with termination of the consent of IBM) shall, by notice to the Borrowers aggregate Commitments and the Lenders, designate another Lender as a Reference Lender so that there shall at repayment of all times be at least two Reference Lendersother Obligations hereunder. (d) Each Reference Lender shall use its best efforts to furnish quotations of rates to the Administrative Agent on a timely basis as contemplated hereby. If any of the Reference Lenders shall be unable or shall otherwise fail to supply such rates to the Administrative Agent upon its request, the rate of interest shall, subject to the provisions of Section 2.14, be determined on the basis of the quotations of the remaining Reference Lenders or Reference Lender.

Computation of Interest and Fees. (a) Facility Interest payable hereunder and all other fees and interest (other than interest calculated on the basis of the Prime Rate) amounts payable hereunder shall be calculated on the basis of a three hundred sixty (360-day year for the actual days elapsed. Interest calculated on the basis of the Prime Rate shall be calculated on the basis of a 365- (or 366-, as the case may be) day year for the actual days elapsed. The Administrative Agent shall as soon as practicable notify the relevant Borrower and the Lenders of each determination of a Eurodollar Rate. Any change in LIBOR Rate on the interest rate on a US$ Loan resulting from a change in the ABR shall become effective as Business Day of the opening of business on the day on which such change becomes effective. The Administrative Agent shall as soon as practicable notify the relevant Borrower and the Lenders of the effective date and the amount of each such change in interest ratedetermination thereof. (b) Each determination of an interest rate by the Administrative Agent pursuant to any provision of this Agreement shall be conclusive and binding on the Borrowers Borrower and the Lenders in the absence of manifest error. The Administrative Agent shall, at the request of the relevant Borrower, deliver to such the Borrower a statement showing the quotations furnished by the Reference Lenders (if any) computations used by the Administrative Agent in determining any interest rate with respect to a Eurodollar Loan or an Index Rate Competitive Loanrate. (c) It is the intent of the Lenders and the Credit Parties to conform to and contract in strict compliance with applicable usury law from time to time in effect. All agreements between the Lenders and the Credit Parties are hereby limited by the provisions of this paragraph which shall override and control all such agreements, whether now existing or hereafter arising and whether written or oral. In no way, nor in any event or contingency (including but not limited to prepayment or acceleration of the maturity of any Obligation), shall the interest taken, reserved, contracted for, charged, or received under this Agreement, under the Note or otherwise, exceed the maximum nonusurious amount permissible under any Requirement of Law. If, from any possible construction of any of the Credit Documents or any other document, interest would otherwise be payable in excess of the maximum nonusurious amount, any such construction shall be subject to the provisions of this paragraph and such interest shall be automatically reduced to the maximum nonusurious amount permitted under any Requirement of Law, without the necessity of execution of any amendment or new document. If any Reference Lender shall for ever receive anything of value which is characterized as interest on the Loan under any reason no longer Requirement of Law and which would, apart from this provision, be in excess of the maximum nonusurious amount, an amount equal to the amount which would have a Revolving been excessive interest shall, without penalty, be applied to the reduction of the principal amount owing on the Loan and not to the payment of interest, or refunded to the Borrower or the other payor thereof if and to the extent such amount which would have been excessive exceeds such unpaid principal amount of the Loan. The right to demand payment of the Loan or any other Indebtedness evidenced by any of the Credit CommitmentDocuments does not include the right to receive any interest which has not otherwise accrued on the date of such demand, and the Lenders do not intend to charge or receive any unearned interest in the event of such Reference Lender shall thereupon cease demand. All interest paid or agreed to be a Reference Lenderpaid to the Lenders with respect to the Loan shall, to the extent permitted by any Requirement of Law, be amortized, prorated, allocated, and if, as a result, there shall only be one Reference Lender remaining, spread throughout the Administrative Agent full stated term (with including any renewal or extension) of the consent of IBM) shall, by notice to the Borrowers and the Lenders, designate another Lender as a Reference Lender Loan so that there shall at all times be at least two Reference Lendersthe amount of interest on account of such indebtedness does not exceed the maximum nonusurious amount permitted by any Requirement of Law. (d) Each Reference Lender shall use its best efforts to furnish quotations of rates to For the Administrative Agent on a timely basis as contemplated hereby. If any purposes of the Reference Lenders shall Interest Act (Canada) and disclosure thereunder, whenever any interest or any fee to be unable paid hereunder or shall otherwise fail in connection herewith is to supply be calculated on the basis of a 360-day or 365-day year, the yearly rate of interest to which the rate used in such calculation is equivalent is the rate so used multiplied by the actual number of days in the calendar year in which the same is to be ascertained and divided by 360 or 365, as applicable. The rates of interest under this Agreement are nominal rates, and not effective rates or yields. The principle of deemed reinvestment of interest does not apply to any interest calculation under this Agreement. (e) Any provision of this Agreement that would oblige a Canadian Credit Party to pay any fine, penalty or rate of interest on any arrears of principal or interest secured by a mortgage on real property or hypothec on immovables that has the Administrative Agent upon its request, effect of increasing the charge on arrears beyond the rate of interest shallpayable on principal money not in arrears shall not apply to such Canadian Credit Party, subject which shall be required to pay interest on money in arrears at the same rate of interest payable on principal money not in arrears. (f) If any provision of this Agreement would oblige a Canadian Credit Party to make any payment of interest or other amount payable to any Secured Party in an amount or calculated at a rate which would be prohibited by law or would result in a receipt by that Secured Party of “interest” at a “criminal rate” (as such terms are construed under the Criminal Code (Canada)), then, notwithstanding such provision, such amount or rate shall be deemed to have been adjusted with retroactive effect to the provisions maximum amount or rate of Section 2.14interest, as the case may be, as would not be determined on so prohibited by applicable law or so result in a receipt by that Secured Party of “interest” at a “criminal rate”, such adjustment to be effected, to the basis extent necessary (but only to the extent necessary), as follows: (i) first, by reducing the amount or rate of interest; and (ii) thereafter, by reducing any fees, commissions, costs, expenses, premiums and other amounts required to be paid which would constitute interest for purposes of section 347 of the quotations of the remaining Reference Lenders or Reference LenderCriminal Code (Canada).

Computation of Interest and Fees. (a) Facility fees and interest (other than interest Interest in respect of Alternate Base Rate Loans shall be calculated on the basis of a (i) 365-day (or 366-day, as the case may be) year for the actual days elapsed when such Alternate Base Rate Loans are based on the Prime Rate, and (ii) a 360-day year for the actual days elapsed when based on the Base CD Rate or the Federal Funds Effective Rate. Interest in respect of Eurodollar Loans and CAF Loans shall be calculated on the basis of a 360-day year for the actual days elapsed. Interest calculated on the basis of the Prime Rate shall be calculated on the basis of a 365- (or 366-, as the case may be) day year for the actual days elapsed. The Administrative Agent shall as soon as practicable notify the relevant Borrower Company and the Lenders Banks of each determination of a Eurodollar Rate. Any change in the interest rate on a US$ Revolving Credit Loan resulting from a change in the ABR Alternate Base Rate or the Applicable Margin or the Eurocurrency Reserve Requirements shall become effective as of the opening of business on the day on which such change becomes in the Alternate Base Rate is announced, such Applicable Margin changes as provided herein or such change in the Eurocurrency Reserve Requirements shall become effective, as the case may be. The Administrative Agent shall as soon as practicable notify the relevant Borrower Company and the Lenders Banks of the effective date and the amount of each such change in interest ratechange. (b) Each determination of an interest rate by the Administrative Agent pursuant to any provision of this Agreement shall be conclusive and binding on the Borrowers Company and the Lenders Banks in the absence of manifest error. The Administrative Agent shall, at the request of the relevant BorrowerCompany, deliver to such Borrower the Company a statement showing the quotations furnished by the Reference Lenders (if any) used by the Administrative Agent in determining any interest rate with respect pursuant to a Eurodollar Loan subsection 2.8(a) or an Index Rate Competitive Loan(d). (c) If any Reference Lender Bank's Commitment shall terminate (otherwise than on termination of all the Commitments), or its Revolving Credit Loans shall be assigned for any reason no longer have a Revolving Credit Commitmentwhatsoever, such Reference Lender Bank shall thereupon cease to be a Reference LenderBank, and if, as a resultresult of the foregoing, there shall only be one Reference Lender Bank remaining, then the Administrative Agent (after consultation with the consent of IBMCompany and the Banks) shall, by notice to the Borrowers Company and the LendersBanks, designate another Lender Bank as a Reference Lender Bank so that there shall at all times be at least two Reference LendersBanks. (d) Each Reference Lender Bank shall use its best efforts to furnish quotations of rates to the Administrative Agent on a timely basis as contemplated hereby. If any of the Reference Lenders Banks shall be unable or shall otherwise fail fails to supply such rates to the Administrative Agent upon its request, the rate of interest shall, subject to the provisions of Section 2.14, shall be determined on the basis of the quotations of the remaining Reference Lenders Banks or Reference LenderBank. (e) Facility fees shall be computed on the basis of a 365-day year for the actual days elapsed.

Computation of Interest and Fees. (a) Facility fees and (i) Interest on Loans the interest (other than interest of which is not calculated on the basis of the Prime Rate) Rate or the reference rate of the Administrative Agent, as the case may be, shall be calculated on the basis of a 360-day year for the actual days elapsed. Interest , (ii) Commitment Fees and fees payable pursuant to Section 3.3 and interest on ABR Loans, US Base Rate Loans and Canadian Prime Rate Loans the interest of which is calculated based on the Prime Rate or such reference rate shall be calculated on the basis of a 365- (or 366-, in the case of a leap year) day year for the actual days elapsed and (iii) Acceptance Fees and interest calculated on the basis of the Prime CDOR Rate shall be calculated on the basis of a 365- (or 366-, as in the case may beof a leap year) day year for the actual days elapsed. All interest on Loans shall be calculated on a daily basis on the principal amount thereof remaining unpaid. The Administrative Agent shall as soon as practicable notify the relevant Borrower and the relevant Lenders of each determination of a Eurodollar Rate or the Discount Rate. Any change in the interest rate on a US$ Loan resulting from a change in the ABR ABR, the US Base Rate, or the Canadian Prime Rate shall become effective as of the opening of business on the day on which such change becomes effective. The Administrative Agent shall as soon as practicable notify the relevant Borrower and the relevant Lenders of the effective date and the amount of each such change in interest rate. (b) Each determination of an interest rate by the Administrative Agent pursuant to any provision of this Agreement shall be conclusive and binding on the Borrowers and the Lenders shall, in the absence of manifest error, constitute prima facie evidence of the same. The Administrative Agent shall, at the request of the relevant a Borrower, deliver to such Borrower a statement showing the quotations furnished by the Reference Lenders (if any) used by the Administrative Agent in determining any interest rate with respect applicable to a Eurodollar Loan or an Index Rate Competitive Loanit pursuant hereto. (c) If For the purposes of the Interest Act (Canada), in any Reference Lender shall for any reason no longer have a Revolving Credit Commitment, such Reference Lender shall thereupon cease case in which an interest rate is stated in this Agreement to be a Reference Lender, and if, as a result, there shall only be one Reference Lender remaining, the Administrative Agent (with the consent of IBM) shall, by notice to the Borrowers and the Lenders, designate another Lender as a Reference Lender so that there shall at all times be at least two Reference Lenders. (d) Each Reference Lender shall use its best efforts to furnish quotations of rates to the Administrative Agent on a timely basis as contemplated hereby. If any of the Reference Lenders shall be unable or shall otherwise fail to supply such rates to the Administrative Agent upon its request, the rate of interest shall, subject to the provisions of Section 2.14, be determined calculated on the basis of a year of 360 days or any other period of time that is less than a calendar year, the quotations yearly rate of interest to which the remaining Reference Lenders rate determined pursuant to such calculation is equivalent is the rate so determined multiplied by the actual number of days in the calendar year for which the calculation is made and divided by either 360 or Reference Lendersuch other period of time, as the case may be. In addition, the principles of deemed investment of interest do not apply to any interest calculations under this Agreement and the rates of interest stipulated in this Agreement are intended to be nominal rates and not effective rates or yields.

Computation of Interest and Fees. (a) Facility Interest and fees and interest (other than interest calculated on the basis of the Prime Rate) payable pursuant hereto shall be calculated on the basis of a 360-day year for the actual days elapsed. Interest calculated on the basis of the Prime Rate shall be calculated on the basis of a 365- (or 366-, as the case may be) day year for the actual days elapsed. The Administrative Agent shall as soon as practicable promptly notify the relevant Borrower and the relevant Lenders of each determination of a Eurodollar Rateany interest rate hereunder and the effective date thereof. Any change in the interest rate on a US$ Loan resulting from a change in the ABR Eurocurrency Reserve Requirements shall become effective as of the opening of business on the first day of the Interest Period next succeeding the day on which such change becomes effective. The Borrower also agrees to pay to the Lenders on the last day of such next occurring Interest Period an amount, calculated by the Administrative Agent, intended to compensate such Lender for such change in the Eurocurrency Reserve Requirements for the period from the effective date thereof to the beginning of such next occurring Interest Period (and may include the cost of deferring payment of such amount by the Borrower until the last day of such next occurring Interest Period). The Administrative Agent shall as soon as practicable notify provide the relevant Borrower with a statement of its calculation of such increased cost, reduction in income or additional expense and the Lenders of its increased Applicable Margin, which statement shall be prima facie evidence of the effective date and the amount correctness of each such change in interest ratecalculation, absent manifest error. (b) Each determination of an interest rate by the Administrative Agent pursuant to any provision of this Agreement shall be conclusive and binding on the Borrowers Borrower and the Lenders in the absence of manifest error. The Administrative Agent shall, at the request of the relevant Borrower, deliver to such Borrower a statement showing the quotations furnished by the Reference Lenders (if any) used by the Administrative Agent in determining any interest rate with respect to a Eurodollar Loan or an Index Rate Competitive Loan. (c) If any Reference Lender shall for any reason no longer have a Revolving Credit Commitment, such Reference Lender shall thereupon cease to be a Reference Lender, and if, as a result, there shall only be one Reference Lender remaining, the Administrative Agent (with the consent of IBM) shall, by notice to the Borrowers and the Lenders, designate another Lender as a Reference Lender so that there shall at all times be at least two Reference Lenders. (d) Each Reference Lender shall use its best efforts to furnish quotations of rates to the Administrative Agent on a timely basis as contemplated hereby. If any of the Reference Lenders shall be unable or shall otherwise fail to supply such rates to the Administrative Agent upon its request, the rate of interest shall, subject to the provisions of Section 2.14, be determined on the basis of the quotations of the remaining Reference Lenders or Reference Lender.

Computation of Interest and Fees. (a) Facility fees and interest (other than interest calculated on the basis of the Prime Rate) shall be calculated on the basis of a 360-day year for the actual days elapsed. Interest calculated on the basis of the Prime Rate shall be calculated on the basis of a 365- (or 366-, as the case may be) day year for the actual days elapsed. The Administrative Agent shall as soon as practicable notify the relevant Borrower and the Lenders of each determination of a Eurodollar Rate. Any change in the interest rate on a US$ Loan resulting from a change in the ABR Prime Rate shall become effective as of the opening of business on the day on which such change becomes effective. The Administrative Agent shall as soon as practicable notify the relevant Borrower and the Lenders of the effective date and the amount of each such change in the Prime Rate. The rates of interest ratespecified in this Agreement are nominal rates and all interest payments and computations are to be made without allowance or deduction for deemed reinvestment of interest. (b) Each determination of an interest rate by the Administrative Agent pursuant to any provision of this Agreement shall be conclusive and binding on the Borrowers Borrower and the Lenders Lender in the absence of manifest error. The Administrative Agent shall, at the request of the relevant Borrower, deliver to such the Borrower a statement showing in reasonable detail the quotations furnished by the Reference Lenders (if any) calculations used by the Administrative Agent in determining any interest rate with respect pursuant to a Eurodollar Loan or an Index Rate Competitive Loansubsection 4.1(a). (c) If any Reference Lender shall for any reason no longer have a Commitment or any Revolving Credit CommitmentLoans, such Reference Lender shall thereupon cease to be a Reference Lender, and if, as a result, there shall only be one Schedule I Reference Lender or Schedule II Reference Lender (as the case may be) remaining, the Administrative Agent (after consultation with the consent of IBMBorrower and the Schedule I Lenders or the Schedule II Lenders, as applicable) shall, by notice to the Borrowers Borrower and the Lenders, designate another Schedule I Lender or Schedule II Lender, as applicable, as a Schedule I Reference Lender or a Schedule II Reference Lender, as applicable, so that there shall at all times be at least two Schedule I Reference Lenders and two Schedule II Reference Lenders. (d) Each Reference Lender shall use its best efforts to furnish quotations of rates to the Administrative Agent on a timely basis as contemplated hereby. If any of the Reference Lenders shall be unable or shall otherwise fail to supply such rates to the Administrative Agent upon its request, the rate of interest shall, subject to the provisions of Section 2.14, shall be determined on the basis of the quotations of the remaining Reference Lenders or Reference Lender, as applicable. (e) For the purposes of the Interest Act (Canada), whenever interest payable pursuant to this Agreement is calculated on the basis of period other than a calendar year (the "Interest Period"), each rate of interest determined hereunder to be applicable to the calculation of interest accruing during such Interest Period, expressed as an annual rate, is the rate as so determined multiplied by the actual number of days in the calendar year in which the same is to be ascertained and divided by the number of days in the Interest Period.

Computation of Interest and Fees. (a) Facility fees and interest (other than interest calculated on the basis of the Prime Rate) Interest payable hereunder with respect to Alternate Base Rate Loans shall be calculated on the basis of a 360-day year of 365/6 days for the actual days elapsed. Interest calculated on the basis of the Prime Rate All other fees, interest and all other amounts payable hereunder shall be calculated on the basis of a 365- (or 366-, as the case may be) 360 day year for the actual days elapsed. The Administrative Agent shall as soon as practicable notify the relevant Borrower Company and the Lenders of each determination of a Eurodollar RateRate on the Business Day of the determination thereof. Any change in the interest rate on a US$ Committed Rate Loan resulting from a change in the ABR Alternate Base Rate shall become effective as of the opening of business on the day on which such change becomes in the Alternate Base Rate shall become effective. The Administrative Agent shall as soon as practicable notify the relevant Borrower Company and the Lenders of the effective date and the amount of each such change in interest ratechange. (b) Each determination of an interest rate by the Administrative Agent pursuant to any provision of this Agreement shall be conclusive and binding on the Borrowers Company and the Lenders in the absence of manifest error. The Administrative Agent shall, at the request of the relevant BorrowerCompany, deliver to such Borrower the Company a statement showing the quotations furnished by and the Reference Lenders (if any) computations used by the Administrative Agent in determining any interest rate with respect to a Eurodollar Loan or an Index Rate Competitive Loanrate. (c) If any Reference Lender Lender’s Commitment shall terminate for any reason no longer have a Revolving Credit Commitmentwhatsoever (otherwise than with termination of all the Commitments), such Reference Lender shall thereupon cease to be a Reference Lender, and if, as a result, if for any reason there shall only cease to be one at least two Reference Lender remainingLenders, then the Administrative Agent (after consultation with the consent of IBMCompany and the Lenders) shall, by notice to the Borrowers Company and the Lenders, designate another Lender as a Reference Lender (who shall be reasonably acceptable to the Company) so that there shall at all times be at least two Reference Lenders. (d) Each Reference Lender shall use its best efforts to furnish quotations of rates to the Administrative Agent on a timely basis when and as contemplated hereby. If any of the Reference Lenders shall be unable or shall otherwise fail fails to supply such rates to the Administrative Agent upon its request, the rate of interest shall, subject to the provisions of Section 2.14subsection 2.13, be determined on the basis of the quotations of the remaining Reference Lenders or Reference Lender.

Computation of Interest and Fees. (a) Facility fees and interest (other than interest Whenever it is calculated on the basis of the Prime Rate) shall be calculated on the basis of a 360-day year for the actual days elapsed. Interest calculated on the basis of the Prime Rate , interest shall be calculated on the basis of a 365- (or 366-, as the case may be) day year for the actual days elapsed; and, otherwise, interest shall be calculated on the basis of a 360-day year for the actual days elapsed. The Administrative Agent shall as soon as practicable notify the relevant Borrower and the relevant Lenders of each determination of a Eurodollar Rate. Any change in the interest rate on a US$ Loan resulting from a change in the ABR or the Eurocurrency Reserve Requirements shall become effective as of the opening of business on the day on which such change becomes effective. The Administrative Agent shall as soon as practicable notify the relevant Borrower and the relevant Lenders of the effective date and the amount of each such change in interest raterate and provide reasonable detail describing the basis for such change. (b) In the event that any Lender shall determine at any time that such Lender is required to maintain reserves in respect of Eurocurrency Liabilities during any period during which any Loan made by it accrues interest at the Eurodollar Rate (each such period, for such Lender, a "Eurocurrency Reserve Period"), but only in respect of any period during which any reserve shall actually be maintained by such Lender for any Eurodollar Loan as a result of a reserve requirement applicable to it under Regulation D of the Board in connection with Eurocurrency Liabilities, then such Lender shall promptly give notice to the Borrower and the Administrative Agent of such determination, and the Borrower shall directly pay to such Lender additional interest on the unpaid principal amount of such Eurodollar Loan during such Eurocurrency Reserve Period by a rate per annum which shall, during each Interest Period applicable to such Loan, be the amount by which (x) the Eurodollar Rate for such Interest Period divided (and rounded upward to the next whole multiple of 1/100 of 1%) by a percentage equal to 100% minus the then stated maximum Eurocurrency Reserve Requirement applicable to such Lender in respect of Eurocurrency Liabilities exceeds (y) the Eurodollar Rate for such Interest Period. Each Lender so requesting compensation shall furnish along with such notice a certificate setting forth in reasonable detail the cost actually incurred to maintain such reserves and the basis for the determination of such amount, provided that the Borrower shall not be obligated to compensate such Lender for the amount of such increased cost incurred with respect to a period of time prior to the date which is 90 days before the date on which such Lender first notifies the Borrower that it intends to claim such compensation or that an event has occurred which will entitle it to such compensation. Additional interest payable pursuant to the second preceding sentence shall be paid by the Borrower at the time that it is otherwise required to pay interest in respect of such Loan or, if later demanded by such Lender, promptly on demand. Such Lender agrees that, if it gives notice to the Borrower and the Administrative Agent of the existence of a Eurocurrency Reserve Period, it shall promptly notify the Borrower and the Administrative Agent of any termination thereof, at which time the Borrower shall cease to be obligated to pay additional interest to such Lender pursuant to the first sentence of this paragraph until such time, if any, as a subsequent Eurocurrency Reserve Period shall occur. (c) Each determination of an interest rate by the Administrative Agent pursuant to any provision of this Agreement shall be conclusive and binding on the Borrowers Borrower and the applicable Lenders in the absence of manifest error. The Administrative Agent A Lender shall, at the request of the relevant BorrowerBorrower or the Administrative Agent, deliver to such the Borrower or the Administrative Agent a statement showing the quotations furnished by the Reference Lenders (if any) used by the Administrative Agent such Lender in determining any interest rate with respect pursuant to a Eurodollar Loan Section 2.11(a) or an Index Rate Competitive Loan(b). (c) If any Reference Lender shall for any reason no longer have a Revolving Credit Commitment, such Reference Lender shall thereupon cease to be a Reference Lender, and if, as a result, there shall only be one Reference Lender remaining, the Administrative Agent (with the consent of IBM) shall, by notice to the Borrowers and the Lenders, designate another Lender as a Reference Lender so that there shall at all times be at least two Reference Lenders. (d) Each Reference Lender shall use its best efforts to furnish quotations of rates to the Administrative Agent on a timely basis as contemplated hereby. If any of the Reference Lenders shall be unable or shall otherwise fail to supply such rates to the Administrative Agent upon its request, the rate of interest shall, subject to the provisions of Section 2.14, be determined on the basis of the quotations of the remaining Reference Lenders or Reference Lender.

Computation of Interest and Fees. (a) Facility fees and interest (other than interest calculated Interest based on the basis of Eurodollar Rate, the Prime Rate) Eurocurrency Rate or a Money Market Rate shall be calculated on the basis of a 360-day year for the actual days elapsed. Interest calculated on ; and facility fees and interest (other than interest based upon the basis of Eurodollar Rate or the Prime Rate Eurocurrency Rate) shall be calculated on the basis of a 365- (or 366-, as the case may be) day year for the actual days elapsed. The Administrative Agent shall as soon as practicable notify the relevant U.S. Borrower and the Lenders of each determination of a Eurodollar Rate or a Eurocurrency Rate. Any change in the interest rate on a US$ Loan resulting from a change in the ABR Alternate Base Rate or a change in the Prime Rate shall become effective as of the opening of business on the day on which such change becomes effective. The Administrative Agent shall as soon as practicable notify the relevant U.S. Borrower and the Lenders of the effective date and the amount of each such change in interest ratethe Alternate Base Rate. (b) Each determination of an interest rate by the Administrative Agent Agent, pursuant to any provision of this Agreement shall be conclusive and binding on the Borrowers and the Lenders in the absence of manifest error. The Administrative Agent shall, at the request of the relevant a Borrower, deliver to such Borrower a statement showing in reasonable detail the quotations furnished by the Reference Lenders (if any) calculations used by the Administrative Agent in determining any interest rate with respect pursuant to a Eurodollar Loan or an Index Rate Competitive Loansubsection 7.1(a). (ci) If any Reference Lender shall for any reason no longer have a Revolving Credit CommitmentCommitment or any Revolving Credit Loans, such Reference Lender shall thereupon cease to be a Reference Lender, and if, as a result, there shall only be one Reference Lender remaining, the Administrative Agent (after consultation with the consent of IBMU.S. Borrower and the Lenders) shall, by notice to the Borrowers U.S. Borrower and the Lenders, designate another Lender as a Reference Lender so that there shall at all times be at least two Reference Lenders. (d) Each Reference Lender shall use its best efforts to furnish quotations of rates to the Administrative Agent on a timely basis as contemplated hereby. If any of the Reference Lenders shall be unable or shall otherwise fail to supply such rates to the Administrative Agent upon its request, the rate of interest shall, subject to the provisions of Section 2.14subsection 7.7, be determined on the basis of the quotations of the remaining Reference Lenders or Reference Lender, as applicable.

Computation of Interest and Fees. (a) Facility fees and interest (other than interest calculated Interest payable hereunder with respect to any Alternate Base Rate Loan based on the basis of the Prime Rate) shall be calculated on the basis of a 360-day year for the actual days elapsed. Interest calculated on the basis of the Prime Rate shall be calculated on the basis of a 365- year of 365 days (or 366-366 days, as applicable) for the case may be) actual days elapsed. All other fees, interest and all other amounts payable hereunder shall be calculated on the basis of a 360 day year for the actual days elapsed. The Administrative Agent shall as soon as practicable notify the relevant Borrower and the Lenders of each determination of a Eurodollar RateLIBOR Rate on the Business Day of the determination thereof. Any change in the interest rate on a US$ Loan resulting from a change in the ABR Alternate Base Rate shall become effective as of the opening of business on the day on which such change becomes in the Alternate Base Rate shall become effective. The Administrative Agent shall as soon as practicable notify the relevant Borrower and the Lenders of the effective date and the amount of each such change in interest ratechange. (b) Each determination of an interest rate by the Administrative Agent pursuant to any provision of this Credit Agreement shall be conclusive and binding on the Borrowers Borrower and the Lenders in the absence of manifest error. The Administrative Agent shall, at the request of the relevant Borrower, deliver to such the Borrower a statement showing the quotations furnished by the Reference Lenders (if any) computations used by the Administrative Agent in determining any interest rate with respect to a Eurodollar Loan or an Index Rate Competitive Loanrate. (c) If any Reference Lender shall for any reason no longer have a Revolving Credit Commitment, such Reference Lender shall thereupon cease to be a Reference Lender, and if, as a result, there shall only be one Reference Lender remaining, It is the Administrative Agent (with intent of the consent of IBM) shall, by notice to the Borrowers Lenders and the LendersCredit Parties to conform to and contract in strict compliance with applicable usury law from time to time in effect. All agreements between the Lenders and the Credit Parties are hereby limited by the provisions of this subsection which shall override and control all such agreements, designate another Lender as a Reference Lender so that there whether now existing or hereafter arising and whether written or oral. In no way, nor in any event or contingency (including but not limited to prepayment or acceleration of the maturity of any Obligation), shall at all times be at least two Reference Lenders. (d) Each Reference Lender shall use its best efforts to furnish quotations the interest taken, reserved, contracted for, charged, or received under this Credit Agreement, under the Notes or otherwise, exceed the maximum nonusurious amount permissible under Applicable Law. If, from any possible construction of rates to the Administrative Agent on a timely basis as contemplated hereby. If any of the Reference Lenders Credit Documents or any other document, interest would otherwise be payable in excess of the maximum nonusurious amount, any such construction shall be unable or shall otherwise fail to supply such rates to the Administrative Agent upon its request, the rate of interest shall, subject to the provisions of Section 2.14this paragraph and such interest shall be automatically reduced to the maximum nonusurious amount permitted under Applicable Law, without the necessity of execution of any amendment or new document. If any Lender shall ever receive anything of value which is characterized as interest on the Loans under Applicable Law and which would, apart from this provision, be determined in excess of the maximum nonusurious amount, an amount equal to the amount which would have been excessive interest shall, without penalty, be applied to the reduction of the principal amount owing on the basis Loans and not to the payment of interest, or refunded to the Borrower or the other payor thereof if and to the extent such amount which would have been excessive exceeds such unpaid principal amount of the quotations Loans. The right to demand payment of the remaining Reference Loans or any other Indebtedness evidenced by any of the Credit Documents does not include the right to receive any interest which has not otherwise accrued on the date of such demand, and the Lenders do not intend to charge or Reference Lenderreceive any unearned interest in the event of such demand. All interest paid or agreed to be paid to the Lenders with respect to the Loans shall, to the extent permitted by Applicable Law, be amortized, prorated, allocated, and spread throughout the full stated term (including any renewal or extension) of the Loans so that the amount of interest on account of such indebtedness does not exceed the maximum nonusurious amount permitted by Applicable Law.

Computation of Interest and Fees. (a) Facility fees and interest (other than interest calculated Interest payable hereunder with respect to any Alternate Base Rate Loan based on the basis of the Prime Rate) shall be calculated on the basis of a 360-day year for the actual days elapsed. Interest calculated on the basis of the Prime Rate shall be calculated on the basis of a 365- year of 365 days (or 366-366 days, as applicable) for the case may be) actual days elapsed. All other interest and all fees and other amounts payable hereunder shall be calculated on the basis of a 360 day year for the actual days elapsed. The Administrative Agent shall as soon as practicable notify the relevant Borrower and the Lenders of each determination of a Eurodollar RateLIBOR Rate on the Business Day of the determination thereof. Any change in the interest rate on a US$ Loan resulting from a change in the ABR Alternate Base Rate shall become effective as of the opening of business on the day on which such change becomes in the Alternate Base Rate shall become effective. The Administrative Agent shall as soon as practicable notify the relevant Borrower and the Lenders of the effective date and the amount of each such change in interest ratechange. (b) Each determination of an interest rate by the Administrative Agent pursuant to any provision of this Credit Agreement shall be conclusive and binding on the Borrowers Borrower and the Lenders in the absence of manifest error. The Administrative Agent shall, at the request of the relevant Borrower, deliver to such the Borrower a statement showing the quotations furnished by the Reference Lenders (if any) computations used by the Administrative Agent in determining any interest rate with respect to a Eurodollar Loan or an Index Rate Competitive Loanrate. (c) If any Reference Lender shall for any reason no longer have a Revolving Credit Commitment, such Reference Lender shall thereupon cease to be a Reference Lender, and if, as a result, there shall only be one Reference Lender remaining, It is the Administrative Agent (with intent of the consent of IBM) shall, by notice to the Borrowers Lenders and the LendersCredit Parties to conform to and contract in strict compliance with applicable usury law from time to time in effect. All agreements between the Lenders and the Credit Parties are hereby limited by the provisions of this paragraph which shall override and control all such agreements, designate another Lender as a Reference Lender so that there whether now existing or hereafter arising and whether written or oral. In no way, nor in any event or contingency (including but not limited to prepayment or acceleration of the maturity of any Obligation), shall at all times be at least two Reference Lenders. (d) Each Reference Lender shall use its best efforts to furnish quotations the interest taken, reserved, contracted for, charged, or received under this Credit Agreement, under the Notes or otherwise, exceed the maximum nonusurious amount permissible under applicable law. If, from any possible construction of rates to the Administrative Agent on a timely basis as contemplated hereby. If any of the Reference Lenders Credit Documents or any other document, interest would otherwise be payable in excess of the maximum nonusurious amount, any such construction shall be unable or shall otherwise fail to supply such rates to the Administrative Agent upon its request, the rate of interest shall, subject to the provisions of Section 2.14this paragraph and such interest shall be automatically reduced to the maximum nonusurious amount permitted under applicable law, without the necessity of execution of any amendment or new document. If any Lender shall ever receive anything of value which is characterized as interest on the Loans under applicable law and which would, apart from this provision, be determined in excess of the maximum nonusurious amount, an amount equal to the amount which would have been excessive interest shall, without penalty, be applied to the reduction of the principal amount owing on the basis Loans and not to the payment of interest, or refunded to the Borrower or the other payor thereof if and to the extent such amount which would have been excessive exceeds such unpaid principal amount of the quotations Loans. The right to demand payment of the remaining Reference Loans or any other Indebtedness evidenced by any of the Credit Documents does not include the right to receive any interest which has not otherwise accrued on the date of such demand, and the Lenders do not intend to charge or Reference Lenderreceive any unearned interest in the event of such demand. All interest paid or agreed to be paid to the Lenders with respect to the Loans shall, to the extent permitted by applicable law, be amortized, prorated, allocated, and spread throughout the full stated term (including any renewal or extension) of the Loans so that the amount of interest on account of such indebtedness does not exceed the maximum nonusurious amount permitted by applicable law.

Computation of Interest and Fees. (a) Facility fees and interest Interest (other than interest calculated based on the basis of the Prime Base Rate) shall be calculated on the basis of a 360-day year for the actual days elapsed. Interest calculated ; and interest based on the basis of the Prime Base Rate shall be calculated on the basis of a 365- 365-day year (or 366-366-day year, as the case may be) day year for the actual days elapsed. The Administrative Agent shall as soon as practicable notify the relevant Borrower and the affected Lenders of each determination of a Eurodollar an Adjusted LIBOR Rate. Any change in the interest rate on a US$ Loan resulting from a change in the ABR Alternate Base Rate or the Statutory Reserves shall become effective as of the opening of business on the day on which such change becomes effective. The Administrative Agent shall as soon as practicable notify the relevant Borrower and the affected Lenders of the effective date and the amount of each such change in interest rate. (b) Each determination of an interest rate by the Administrative Agent pursuant to any provision of this Agreement shall be conclusive and binding on the Borrowers Borrower and the Lenders in the absence of manifest error. The Administrative Agent shall, at the request of the relevant BorrowerBorrower or any Lender, deliver to the Borrower or such Borrower Lender a statement showing in reasonable detail the quotations furnished by the Reference Lenders (if any) calculations used by the Administrative Agent in determining any interest rate with respect pursuant to a Eurodollar Subsection 4.1, excluding any LIBOR Rate which is based upon the Reuters Monitor Money Rates Service page and any ABR Loan or an Index Rate Competitive Loanwhich is based upon the Alternate Base Rate. (c) If any Upon the request of the Administrative Agent, each Reference Bank (whether or not currently a Lender shall for any reason no longer have a Revolving Credit Commitmenthereunder) agrees that, if such Reference Lender shall thereupon cease Bank is currently providing quotes for deposits in Dollars to be a Reference Lenderleading banks in the London interbank market, it will promptly (and if, as a result, there shall only be one Reference Lender remaining, no later than the Business Day following any such request) supply the Administrative Agent (with the consent rate quoted by such Reference Bank to leading banks in the London interbank market two Business Days before the first day of IBM) shall, by notice the relevant Interest Period for deposits in Dollars of a duration equal to the Borrowers duration of such Interest Period. The Borrower agrees to keep confidential the rate quoted by any Reference Bank and the Lenders, designate another Lender as a Reference Lender so that there shall at all times be at least two Reference Lenders. (d) Each Reference Lender shall use its best efforts provided to furnish quotations of rates to it or the Administrative Agent pursuant to this Subsection 4.6(c); provided, that such rates may be disclosed to (i) to the Sponsor, CD&R, the Investors, any Parent Entity or IPO Vehicle, the Borrower, any Restricted Subsidiary and to their respective officers, directors, employees, attorneys, accountants and advisors on a timely basis as contemplated hereby. If any of confidential and need-to-know basis, (ii) if the applicable Reference Lenders shall Bank consents to such proposed disclosure (such consent not to be unable unreasonably withheld) or shall otherwise fail to supply such rates (iii) to the Administrative Agent upon its request, extent necessary in connection with the rate exercise of interest shall, subject to the provisions any remedy or enforcement of Section 2.14, be determined on the basis of the quotations of the remaining Reference Lenders or Reference Lenderany rights.

Computation of Interest and Fees. (a) Facility fees Interest in respect of the Reference Rate Loans and interest the Swing Line Loans (other than interest calculated on the basis of the Prime RateASK Rate Loans) shall be calculated on the basis of a 360-365 (or 366, as the case may be) day year for the actual days elapsed. Interest calculated on the basis Commitment Fees and interest in respect of the Prime ASK Rate Loans and Eurodollar Loans shall be calculated on the basis of a 365- (or 366-, as the case may be) 360 day year for the actual days elapsed. The Administrative Agent shall as soon as practicable notify the relevant Borrower and the Lenders of each determination of a Eurodollar Rate. Any change in the interest rate on a US$ Loan resulting from a change in the ABR Reference Rate, the ABR, the ASK Rate or the Applicable Margin shall become effective as of the opening of business on the day on which such change becomes effectivein the ABR, the ASK Rate or Reference Rate is announced or such Applicable Margin changes as provided herein, as the case may be. The Administrative Agent shall as soon as practicable notify the relevant Borrower and the Lenders of the effective date and the amount of each such change in interest ratechange. (b) Each determination of an interest rate by the Administrative Agent or the Swing Line Lender, as applicable, pursuant to any provision of this Agreement shall be conclusive and binding on the Borrowers Borrower and the Lenders in the absence of manifest error. The Administrative Agent shall, at upon the request of the relevant Borrower, deliver to such the Borrower a statement showing the quotations furnished by the Reference Lenders (if any) used by the Administrative Agent in determining any interest rate with respect pursuant to a Eurodollar Loan or an Index Rate Competitive LoanSection 2.9(a). (c) If any Reference Lender Lender’s Commitment shall terminate or all of its Loans are assigned to another Person for any reason no longer have a Revolving Credit Commitmentwhatsoever, such Reference Lender shall thereupon cease to be a Reference Lender, and if, as a result, . If for any reason there shall only cease to be one at least three Reference Lender remainingLenders, then the Administrative Agent (with the consent of IBMthe Borrower) shall, shall by notice to the Borrowers Borrower and the Lenders, Lenders designate another Lender as a Reference Lender so that there shall at all times be at least two three Reference Lenders; provided that each Reference Lender must be a Lender. (d) Each Reference Lender shall use its best efforts to furnish quotations of rates to the Administrative Agent on a timely basis as contemplated hereby. If any of the Reference Lenders shall be unable or shall otherwise fail fails to supply such rates to the Administrative Agent upon its request, the rate of interest shall, subject to the provisions of Section 2.14, shall be determined on the basis of the quotations of the remaining Reference Lenders or Reference Lender. (e) The Borrower may, not more than once in each calendar year, change one or more of the Reference Lenders in accordance with this Section 2.10(e); provided that each Reference Lender must be a Lender. In order to effect such change, the Borrower shall give notice to the Administrative Agent (which shall promptly transmit such notice to each Lender) that, commencing with (x) each Interest Period beginning not less than 10 Business Days after receipt by the Administrative Agent of such notice with respect to Eurodollar Loans and (y) the first day of the first calendar month beginning not less than 10 Business Days after receipt by the Administrative Agent of such notice with respect to Reference Rate Loans, the Reference Lenders shall be changed to the Lenders specified in such notice.

Computation of Interest and Fees. (a) Facility fees and interest (other than interest calculated Interest based on the basis of the Prime Rate) -------------------------------- Eurodollar Rate and fees shall be calculated on the basis of a 360-day year for the actual days elapsed. Interest calculated ; and interest based on the basis of the Prime Rate ABR shall be calculated on the basis of a 365- (or 366-, as the case may be) day year for the actual days elapsed. The Administrative Agent shall as soon as practicable notify the relevant Borrower and the Lenders of each determination of a Eurodollar Rate. Any change in the interest rate on a US$ Loan resulting from a change in the ABR or the Eurocurrency Reserve Requirements shall become effective as of the opening of business on the day on which such change becomes effective. The Administrative Agent shall as soon as practicable notify the relevant Borrower and the Lenders of the effective date and the amount of each such change in interest rate. (b) Each determination of an interest rate by the Administrative Agent pursuant to any provision of this Agreement shall be conclusive and binding on the Borrowers Borrower and the Lenders in the absence of manifest error. The Administrative Agent shall, at the request of the relevant Borrower, deliver to such the Borrower a statement showing in reasonable detail the quotations furnished by the Reference Lenders (if any) calculations used by the Administrative Agent in determining any interest rate with respect pursuant to a Eurodollar Loan or an Index Rate Competitive Loan.Section 4.1 ----------- (a). --- (c) If any Reference Lender shall The fees described in this Agreement and the Fee Letter represent compensation for any reason no longer have a Revolving Credit Commitment, such Reference Lender shall thereupon cease services rendered and to be a Reference Lenderrendered separate and apart from the lending of money or the provision of credit and do not constitute compensation for the use, detention, or forbearance of money, and ifthe obligation of the Borrower to pay each fee described herein shall be in addition to, as a result, there shall only be one Reference Lender remainingand not in lieu of, the Administrative Agent (with the consent of IBM) shall, by notice to the Borrowers and the Lenders, designate another Lender as a Reference Lender so that there shall at all times be at least two Reference Lenders. (d) Each Reference Lender shall use its best efforts to furnish quotations of rates to the Administrative Agent on a timely basis as contemplated hereby. If any obligation of the Reference Lenders Borrower to pay interest, other fees described in the Loan Documents, and expenses otherwise described in the Loan Documents. Fees shall be unable or payable when due in Dollars and in immediately available funds. All such fees shall otherwise fail to supply such rates to the Administrative Agent upon its request, the rate of interest shall, subject to the provisions of Section 2.14, be determined on the basis of the quotations of the remaining Reference Lenders or Reference Lendernon-refundable.

Computation of Interest and Fees. (a) Facility fees and interest (other than interest calculated Interest payable hereunder with respect to any Alternate Base Rate Loan based on the basis of the Prime Rate) shall be calculated on the basis of a 360-day year for the actual days elapsed. Interest calculated on the basis of the Prime Rate shall be calculated on the basis of a 365- year of 365 days (or 366-366 days, as applicable) for the case may be) actual days elapsed. All fees, interest and all other amounts payable hereunder shall be calculated on the basis of a 360 day year for the actual days elapsed. The Administrative Agent shall as soon as practicable notify the relevant Borrower and the Lenders of each determination of a Eurodollar RateLIBOR Rate on the Business Day of the determination thereof. Any change in the interest rate on a US$ Loan resulting from a change in the ABR Alternate Base Rate shall become effective as of the opening of business on the day on which such change becomes in the Alternate Base Rate shall become effective. The Administrative Agent shall as soon as practicable notify the relevant Borrower and the Lenders of the effective date and the amount of each such change in interest ratechange. (b) Each determination of an interest rate by the Administrative Agent pursuant to any provision of this Credit Agreement shall be conclusive and binding on the Borrowers Borrower and the Lenders in the absence of manifest error. The Administrative Agent shall, at the request of the relevant Borrower, deliver to such the Borrower a statement showing the quotations furnished by the Reference Lenders (if any) computations used by the Administrative Agent in determining any interest rate with respect to a Eurodollar Loan or an Index Rate Competitive Loanrate. (c) If any Reference Lender shall for any reason no longer have a Revolving Credit Commitment, such Reference Lender shall thereupon cease to be a Reference Lender, and if, as a result, there shall only be one Reference Lender remaining, It is the Administrative Agent (with intent of the consent of IBM) shall, by notice to the Borrowers Lenders and the LendersCredit Parties to conform to and contract in strict compliance with applicable usury law from time to time in effect. All agreements between the Lenders and the Credit Parties are hereby limited by the provisions of this paragraph which shall override and control all such agreements, designate another Lender as a Reference Lender so that there whether now existing or hereafter arising and whether written or oral. In no way, nor in any event or contingency (including but not limited to prepayment or acceleration of the maturity of any Obligation), shall at all times be at least two Reference Lenders. (d) Each Reference Lender shall use its best efforts to furnish quotations the interest taken, reserved, contracted for, charged, or received under this Credit Agreement, under the Notes or otherwise, exceed the maximum nonusurious amount permissible under applicable law. If, from any possible construction of rates to the Administrative Agent on a timely basis as contemplated hereby. If any of the Reference Lenders Credit Documents or any other document, interest would otherwise be payable in excess of the maximum nonusurious amount, any such construction shall be unable or shall otherwise fail to supply such rates to the Administrative Agent upon its request, the rate of interest shall, subject to the provisions of Section 2.14this paragraph and such interest shall be automatically reduced to the maximum nonusurious amount permitted under applicable law, without the necessity of execution of any amendment or new document. If any Lender shall ever receive anything of value which is characterized as interest on the Loans under applicable law and which would, apart from this provision, be determined in excess of the maximum nonusurious amount, an amount equal to the amount which would have been excessive interest shall, without penalty, be applied to the reduction of the principal amount owing on the basis Loans and not to the payment of interest, or refunded to the Borrower or the other payor thereof if and to the extent such amount which would have been excessive exceeds such unpaid principal amount of the quotations Loans. The right to demand payment of the remaining Reference Loans or any other Indebtedness evidenced by any of the Credit Documents does not include the right to receive any interest which has not otherwise accrued on the date of such demand, and the Lenders do not intend to charge or Reference Lenderreceive any unearned interest in the event of such demand. All interest paid or agreed to be paid to the Lenders with respect to the Loans shall, to the extent permitted by applicable law, be amortized, prorated, allocated, and spread throughout the full stated term (including any renewal or extension) of the Loans so that the amount of interest on account of such indebtedness does not exceed the maximum nonusurious amount permitted by applicable law.

Computation of Interest and Fees. (a) Facility fees and interest (other than interest calculated Interest payable hereunder with respect to Alternate Base Rate Loans based on the basis of the Prime Rate) shall be calculated on the basis of a 360-day year for the actual days elapsed. Interest calculated on the basis of the Prime Rate shall be calculated on the basis of a 365- year of 365 days (or 366-366 days, as applicable) for the case may be) actual days elapsed. All other interest and fees and all other interest amounts payable hereunder shall be calculated on the basis of a 360 day year for the actual days elapsed. The Administrative Agent shall as soon as practicable notify the relevant Borrower and the Lenders of each determination of a Eurodollar RateLIBOR Rate on the Business Day of the determination thereof. Any change in the interest rate on a US$ Loan resulting from a change in the ABR Alternate Base Rate shall become effective as of the opening of business on the day on which such change becomes in the Alternate Base Rate shall become effective. Any change in the interest rate on an Index Rate Loan or Index Rate Swingline Loan resulting from a change in the Index Rate shall become effective as of the opening of business on the day on which such change in the Index Rate shall become effective. The Administrative Agent shall as soon as practicable notify the relevant Borrower and the Lenders of the effective date and the amount of each such change in interest ratechange. (b) Each determination of an interest rate by the Administrative Agent pursuant to any provision of this Agreement shall be conclusive and binding on the Borrowers Borrower and the Lenders in the absence of manifest error. The Administrative Agent shall, at the request of the relevant Borrower, deliver to such the Borrower a statement showing the quotations furnished by the Reference Lenders (if any) computations used by the Administrative Agent in determining any interest rate with respect to a Eurodollar Loan or an Index Rate Competitive Loanrate. (c) If any Reference Lender shall for any reason no longer have a Revolving Credit Commitment, such Reference Lender shall thereupon cease to be a Reference Lender, and if, as a result, there shall only be one Reference Lender remaining, It is the Administrative Agent (with intent of the consent of IBM) shall, by notice to the Borrowers Lenders and the LendersCredit Parties to conform to and contract in strict compliance with applicable usury law from time to time in effect. All agreements between the Lenders and the Credit Parties are hereby limited by the provisions of this paragraph which shall override and control all such agreements, designate another Lender as a Reference Lender so that there whether now existing or hereafter arising and whether written or oral. In no way, nor in any event or contingency (including but not limited to prepayment or acceleration of the maturity of any obligation), shall at all times be at least two Reference Lenders. (d) Each Reference Lender shall use its best efforts to furnish quotations the interest taken, reserved, contracted for, charged, or received under this Credit Agreement, under the Notes or otherwise, exceed the maximum nonusurious amount permissible under applicable law. If, from any possible construction of rates to the Administrative Agent on a timely basis as contemplated hereby. If any of the Reference Lenders Credit Documents or any other document, interest would otherwise be payable in excess of the maximum nonusurious amount, any such construction shall be unable or shall otherwise fail to supply such rates to the Administrative Agent upon its request, the rate of interest shall, subject to the provisions of Section 2.14this paragraph and such interest shall be automatically reduced to the maximum nonusurious amount permitted under applicable law, without the necessity of execution of any amendment or new document. If any Lender shall ever receive anything of value which is characterized as interest on the Loans under applicable law and which would, apart from this provision, be determined in excess of the maximum nonusurious amount, an amount equal to the amount which would have been excessive interest shall, without penalty, be applied to the reduction of the principal amount owing on the basis Loans and not to the payment of interest, or refunded to the Borrower or the other payor thereof if and to the extent such amount which would have been excessive exceeds such unpaid principal amount of the quotations Loans. The right to demand payment of the remaining Reference Loans or any other Indebtedness evidenced by any of the Credit Documents does not include the right to receive any interest which has not otherwise accrued on the date of such demand, and the Lenders do not intend to charge or Reference Lenderreceive any unearned interest in the event of such demand. All interest paid or agreed to be paid to the Lenders with respect to the Loans shall, to the extent permitted by applicable law, be amortized, prorated, allocated, and spread throughout the full stated term (including any renewal or extension) of the Loans so that the amount of interest on account of such indebtedness does not exceed the maximum nonusurious amount permitted by applicable law.

Computation of Interest and Fees. (a) Facility fees and All computations of interest (other than interest calculated for Base Rate Loans when the Base Rate is determined by BBVA’s “prime rate” shall be made on the basis of a year of 365 or 366 days, as the Prime Rate) case may be, and actual days elapsed. All other computations of fees and interest shall be calculated made on the basis of a 360-day year for the and actual days elapsed. Interest calculated shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid, provided that any Loan that is repaid on the basis same day on which it is made shall, subject to Section 2.12(a), bear interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error. (b) If, as a result of any restatement of or other adjustment to the financial statements of Holdings or for any other reason, Holdings, the Borrower or the Lenders determine that (i) the Consolidated Total Leverage Ratio as calculated by Holdings or the Borrower as of any applicable date was inaccurate and (ii) a proper calculation of the Prime Rate Consolidated Total Leverage Ratio would have resulted in higher pricing for such period, the Borrower shall immediately and retroactively be calculated on obligated to pay to the basis Administrative Agent for the account of a 365- (the applicable Lenders or 366-the L/C Issuer, as the case may be) day year for the actual days elapsed. The Administrative Agent shall as soon as practicable notify the relevant Borrower and the Lenders of each determination of a Eurodollar Rate. Any change in the interest rate , promptly on a US$ Loan resulting from a change in the ABR shall become effective as of the opening of business on the day on which such change becomes effective. The Administrative Agent shall as soon as practicable notify the relevant Borrower and the Lenders of the effective date and the amount of each such change in interest rate. (b) Each determination of an interest rate demand by the Administrative Agent pursuant (or, after the occurrence of an actual or deemed entry of an order for relief with respect to any provision of this Agreement shall be conclusive and binding on the Borrowers and Borrower under the Lenders in the absence of manifest error. The Administrative Agent shall, at the request Bankruptcy Code of the relevant BorrowerUnited States or any other Debtor Relief Law, deliver to such Borrower a statement showing the quotations furnished by the Reference Lenders (if any) used automatically and without further action by the Administrative Agent in determining Agent, any Lender or the L/C Issuer), an amount equal to the excess of the amount of interest rate with respect to a Eurodollar Loan and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of the Administrative Agent, any Lender or an Index Rate Competitive Loan. (c) If any Reference Lender shall for any reason no longer have a Revolving Credit Commitment, such Reference Lender shall thereupon cease to be a Reference Lender, and ifthe L/C Issuer, as a resultthe case may be, there under Section 2.03(c)(iii), 2.03(i) or 2.08(b) or under Article VIII. The Borrower’s obligations under this paragraph shall only be one Reference Lender remaining, survive the Administrative Agent (with termination of the consent of IBM) shall, by notice to the Borrowers Aggregate Commitments and the Lenders, designate another Lender as a Reference Lender so that there shall at repayment of all times be at least two Reference Lendersother Obligations hereunder. (d) Each Reference Lender shall use its best efforts to furnish quotations of rates to the Administrative Agent on a timely basis as contemplated hereby. If any of the Reference Lenders shall be unable or shall otherwise fail to supply such rates to the Administrative Agent upon its request, the rate of interest shall, subject to the provisions of Section 2.14, be determined on the basis of the quotations of the remaining Reference Lenders or Reference Lender.

Computation of Interest and Fees. (a) Facility fees and All computations of interest (other than interest calculated for Base Rate Loans when the Base Rate is determined by BBVA’s “prime rate” shall be made on the basis of a year of 365 or 366 days, as the Prime Rate) case may be, and actual days elapsed. All other computations of fees and interest shall be calculated made on the basis of a 360-day year for the and actual days elapsed. Interest calculated shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid, provided that any Loan that is repaid on the basis of same day on which it is made shall, subject to Section 2.12(a), bear interest for one (1) day. In computing interest on any Loan, the Prime Rate shall be calculated on the basis day such Loan is made or converted to a Loan of a 365- (or 366-different Type, as the case may be) day year for , shall be included and the actual days elapseddate such Loan is repaid or converted to a Loan of a different type, as the case may be, shall be excluded. The Each determination by the Administrative Agent shall as soon as practicable notify the relevant Borrower and the Lenders of each determination of a Eurodollar Rate. Any change in the an interest rate on a US$ Loan resulting from a change in the ABR or fee hereunder shall become effective as of the opening of business on the day on which such change becomes effective. The Administrative Agent shall as soon as practicable notify the relevant Borrower be conclusive and the Lenders of the effective date and the amount of each such change in interest ratebinding for all purposes, absent manifest error. (b) Each determination If, as a result of an interest rate any restatement of or other adjustment to the financial statements of the Borrowers or for any other reason, the Borrowers or the Lenders determine that (i) the Consolidated Net Leverage Ratio as calculated by the Borrowers as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated Net Leverage Ratio would have resulted in higher pricing for such period, the Borrowers shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Lenders or the L/C Issuer, as the case may be, promptly on demand by the Administrative Agent pursuant (or, after the occurrence of an actual or deemed entry of an order for relief with respect to any provision of this Agreement shall be conclusive and binding on the Borrowers and under the Lenders in the absence of manifest error. The Administrative Agent shall, at the request Bankruptcy Code of the relevant BorrowerUnited States or any other Debtor Relief Law, deliver to such Borrower a statement showing the quotations furnished by the Reference Lenders (if any) used automatically and without further action by the Administrative Agent in determining Agent, any Lender or the L/C Issuer), an amount equal to the excess of the amount of interest rate with respect to a Eurodollar Loan and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of the Administrative Agent, any Lender or an Index Rate Competitive Loan. (c) If any Reference Lender shall for any reason no longer have a Revolving Credit Commitment, such Reference Lender shall thereupon cease to be a Reference Lender, and ifthe L/C Issuer, as a resultthe case may be, there under Section 2.03(c)(iii), 2.03(i) or 2.08(b) or under Article VIII. The Borrowers’ obligations under this paragraph shall only be one Reference Lender remaining, survive the Administrative Agent (with termination of the consent of IBM) shall, by notice to the Borrowers Aggregate Commitments and the Lenders, designate another Lender as a Reference Lender so that there shall at repayment of all times be at least two Reference Lendersother Obligations hereunder. (d) Each Reference Lender shall use its best efforts to furnish quotations of rates to the Administrative Agent on a timely basis as contemplated hereby. If any of the Reference Lenders shall be unable or shall otherwise fail to supply such rates to the Administrative Agent upon its request, the rate of interest shall, subject to the provisions of Section 2.14, be determined on the basis of the quotations of the remaining Reference Lenders or Reference Lender.

Computation of Interest and Fees. (a) Facility Interest and fees and interest (other than interest calculated on the basis of the Prime Rate) payable pursuant hereto shall be calculated on the basis of a 360-day year for the actual days elapsed. Interest , except that, with respect to ABR Loans the rate of interest on which is calculated on the basis of the Prime Rate Rate, the interest thereon shall be calculated on the basis of a 365- (or 366-, as the case may be) day year for the actual days elapsed. The Administrative Agent All interest hereunder on any Loan shall be computed on a daily basis based upon the outstanding principal amount of such Loan as soon as practicable notify of the relevant Borrower and the Lenders applicable date of each determination of a Eurodollar Ratedetermination. Any change in the interest rate on a US$ Loan resulting from a change in the ABR shall become effective as of the opening of business on the day on which such change becomes effective. The Administrative Agent shall as soon as practicable notify the relevant Borrower and the relevant Lenders of the effective date and the amount of each such change in interest rate. (b) Each determination of an interest rate by the Administrative Agent pursuant to any provision of this Agreement shall be conclusive and binding on the Borrowers Borrower and the Lenders in the absence of manifest error. The Administrative Agent shall, at the request of the relevant Borrower, deliver to such the Borrower a statement showing the quotations furnished by the Reference Lenders (if any) used by the Administrative Agent in determining any interest rate with respect pursuant to a Eurodollar Loan or an Index Rate Competitive LoanSection 2.16(a). (c) If In connection with the use or administration of any Reference Lender shall for any reason no longer have a Revolving Credit Commitment, such Reference Lender shall thereupon cease to be a Reference Lender, and if, as a result, there shall only be one Reference Lender remainingBenchmark, the Administrative Agent (shall have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Conforming Changes shall become effective without any further action or consent of any other party to this Agreement or any other Loan Document. The Administrative Agent will promptly notify the Borrower and the Lenders of the effectiveness of any Conforming Changes in connection with the consent use or administration of IBM) shall, by notice to the Borrowers and the Lenders, designate another Lender as a Reference Lender so that there shall at all times be at least two Reference Lenderssuch Benchmark. (d) Each Reference Lender shall use its best efforts to furnish quotations of rates to the Administrative Agent on a timely basis as contemplated hereby. If any of the Reference Lenders shall be unable or shall otherwise fail to supply such rates to the Administrative Agent upon its request, the rate of interest shall, subject to the provisions of Section 2.14, be determined on the basis of the quotations of the remaining Reference Lenders or Reference Lender.

Computation of Interest and Fees. (a) Facility fees All fees, interest and interest (all other than interest calculated on the basis of the Prime Rate) amounts payable hereunder shall be calculated on the basis of a 360-day year for the actual days elapsed. Interest calculated on the basis of the Prime Rate shall be calculated on the basis of a 365- (or 366-, as the case may be) 360 day year for the actual days elapsed. The Administrative Agent shall as soon as practicable notify the relevant Borrower Borrowers and the Lenders of each determination of a Eurodollar Rate. Any change in LIBOR Rate on the interest rate on a US$ Loan resulting from a change in the ABR shall become effective as Business Day of the opening of business on the day on which such change becomes effective. The Administrative Agent shall as soon as practicable notify the relevant Borrower and the Lenders of the effective date and the amount of each such change in interest ratedetermination thereof. (b) Each determination of an interest rate by the Administrative Agent pursuant to any provision of this Loan Agreement shall be conclusive and binding on the Borrowers and the Lenders in the absence of manifest error. The Administrative Agent shall, at the request of the relevant BorrowerBorrowers, deliver to such Borrower the Borrowers a statement showing the quotations furnished by the Reference Lenders (if any) computations used by the Administrative Agent in determining any interest rate with respect to a Eurodollar Loan or an Index Rate Competitive Loanrate. (c) If any Reference Lender shall for any reason no longer have a Revolving Credit Commitment, such Reference Lender shall thereupon cease to be a Reference Lender, It is the intent of the Lenders and if, as a result, there shall only be one Reference Lender remaining, the Administrative Agent (with the consent of IBM) shall, by notice to the Borrowers to conform to and contract in strict compliance with applicable usury law from time to time in effect. All agreements between the Lenders and the LendersBorrowers are hereby limited by the provisions of this paragraph which shall override and control all such agreements, designate another Lender as a Reference Lender so that there whether now existing or hereafter arising and whether written or oral. In no way, nor in any event or contingency (including but not limited to prepayment or acceleration of the maturity of any Obligation), shall at all times be at least two Reference Lenders. (d) Each Reference Lender shall use its best efforts to furnish quotations the interest taken, reserved, contracted for, charged, or received under this Loan Agreement, under the Revolving Notes or otherwise, exceed the maximum nonusurious amount permissible under applicable law. If, from any possible construction of rates to the Administrative Agent on a timely basis as contemplated hereby. If any of the Reference Lenders Loan Documents or any other document, interest would otherwise be payable in excess of the maximum nonusurious amount, any such construction shall be unable or shall otherwise fail to supply such rates to the Administrative Agent upon its request, the rate of interest shall, subject to the provisions of Section 2.14this paragraph and such interest shall be automatically reduced to the maximum nonusurious amount permitted under applicable law, without the necessity of execution of any amendment or new document. If any Lender shall ever receive anything of value which is characterized as interest on the Loans under applicable law and which would, apart from this provision, be determined in excess of the maximum nonusurious amount, an amount equal to the amount which would have been excessive interest shall, without penalty, be applied to the reduction of the principal amount owing on the basis Loans and not to the payment of interest, or refunded to the Borrowers or the other payor thereof if and to the extent such amount which would have been excessive exceeds such unpaid principal amount of the quotations Loans. The right to demand payment of the remaining Reference Loans or any other Indebtedness evidenced by any of the Loan Documents does not include the right to receive any interest which has not otherwise accrued on the date of such demand, and the Lenders do not intend to charge or Reference Lenderreceive any unearned interest in the event of such demand. All interest paid or agreed to be paid to the Lenders with respect to the Loans shall, to the extent permitted by applicable law, be amortized, prorated, allocated, and spread throughout the full stated term (including any renewal or extension) of the Loans so that the amount of interest on account of such indebtedness does not exceed the maximum nonusurious amount permitted by applicable law.

Computation of Interest and Fees. (a) Facility fees and (i) Interest on Loans the interest (other than interest of which is not calculated on the basis of the Prime Rate) Rate or the reference rate of the Administrative Agent, as the case may be, shall be calculated on the basis of a 360-day year for the actual days elapsed. Interest , (ii) Facility Fees and fees payable pursuant to Section 3.3 and interest on ABR Loans, US Base Rate Loans and Canadian Prime Rate Loans the interest of which is calculated based on the Prime Rate or such reference rate shall be calculated on the basis of a 365- (or 366; in the case of a leap year) day year for the actual days elapsed and (iii) Acceptance Fees and interest calculated on the basis of the Prime CDOR Rate shall be calculated on the basis of a 365- (or 366-, as 366; in the case may beof a leap year) day year for the actual days elapsed. All interest on Loans shall be calculated on a daily basis on the principal amount thereof remaining unpaid. The Administrative Agent shall as soon as practicable notify the relevant Borrower and the relevant Lenders of each determination of a Eurodollar Rate, EURIBOR Rate or the Discount Rate. Any change in the interest rate on a US$ Loan resulting from a change in the ABR ABR, the US Base Rate, or the Canadian Prime Rate shall become effective as of the opening of business on the day on which such change becomes effective. The Administrative Agent shall as soon as practicable notify the relevant Borrower and the relevant Lenders of the effective date and the amount of each such change in interest rate. (b) Each determination of an interest rate by the Administrative Agent pursuant to any provision of this Agreement shall be conclusive and binding on the Borrowers and the Lenders shall, in the absence of manifest error, constitute prima facie evidence of the same. The Administrative Agent shall, at the request of the relevant a Borrower, deliver to such Borrower a statement showing the quotations furnished by the Reference Lenders (if any) used by the Administrative Agent in determining any interest rate with respect applicable to a Eurodollar Loan or an Index Rate Competitive Loanit pursuant hereto. (c) If For the purposes of the Interest Act (Canada), in any Reference Lender shall for any reason no longer have a Revolving Credit Commitment, such Reference Lender shall thereupon cease case in which an interest rate is stated in this Agreement to be a Reference Lender, and if, as a result, there shall only be one Reference Lender remaining, the Administrative Agent (with the consent of IBM) shall, by notice to the Borrowers and the Lenders, designate another Lender as a Reference Lender so that there shall at all times be at least two Reference Lenders. (d) Each Reference Lender shall use its best efforts to furnish quotations of rates to the Administrative Agent on a timely basis as contemplated hereby. If any of the Reference Lenders shall be unable or shall otherwise fail to supply such rates to the Administrative Agent upon its request, the rate of interest shall, subject to the provisions of Section 2.14, be determined calculated on the basis of a year of 360 days or any other period of time that is less than a calendar year, the quotations yearly rate of interest to which the remaining Reference Lenders rate determined pursuant to such calculation is equivalent is the rate so determined multiplied by the actual number of days in the calendar year for which the calculation is made and divided by either 360 or Reference Lendersuch other period of time, as the case may be. In addition, the principle of deemed investment of interest does not apply to any interest calculations under this Agreement and the rates of interest stipulated in this Agreement are intended to be nominal rates and not effective rates or yields.

Computation of Interest and Fees. (a) Facility fees and interest (other than interest Interest in respect of Alternate Base Rate Loans shall be calculated on the basis of a (i) 365-day (or 366-day, as the case may be) year for the actual days elapsed when such Alternate Base Rate Loans are based on the Prime Rate, and (ii) a 360-day year for the actual days elapsed when based on the Base CD Rate or the Federal Funds Effective Rate. Interest in respect of Eurodollar Loans and CAF Loans shall be calculated on the basis of a 360-day year for the actual days elapsed. Interest calculated on the basis of the Prime Rate shall be calculated on the basis of a 365- (or 366-, as the case may be) day year for the actual days elapsed. The Administrative Agent shall as soon as practicable notify the relevant Borrower Company and the Lenders Banks of each determination of a Eurodollar Rate. Any change in the interest rate on a US$ Revolving Credit Loan resulting from a change in the ABR Alternate Base Rate or the Applicable Margin or the Eurocurrency Reserve Requirements shall become effective as of the opening of business on the day on which such change becomes in the Alternate Base Rate is announced, such Applicable Margin changes as provided herein or such change in the Eurocurrency Reserve Requirements shall become effective, as the case may be. The Administrative Agent shall as soon as practicable notify the relevant Borrower Company and the Lenders Banks of the effective date and the amount of each such change in interest ratechange. (b) Each determination of an interest rate by the Administrative Agent pursuant to any provision of this Agreement shall be conclusive and binding on the Borrowers Company and the Lenders Banks in the absence of manifest error. The Administrative Agent shall, at the request of the relevant BorrowerCompany, deliver to such Borrower the Company a statement showing the quotations furnished by the Reference Lenders (if any) used by the Administrative Agent in determining any interest rate with respect pursuant to a Eurodollar Loan or an Index Rate Competitive Loansubsection 2.8. (c) If any Reference Lender Bank’s Commitment shall terminate (otherwise than on termination of all the Commitments), or its Revolving Credit Loans shall be assigned for any reason no longer have a Revolving Credit Commitmentwhatsoever, such Reference Lender Bank shall thereupon cease to be a Reference LenderBank, and if, as a resultresult of the foregoing, there shall only be one Reference Lender Bank remaining, then the Administrative Agent (after consultation with the consent of IBMCompany and the Banks) shall, by notice to the Borrowers Company and the LendersBanks, designate another Lender Bank as a Reference Lender Bank so that there shall at all times be at least two Reference LendersBanks. (d) Each Reference Lender Bank shall use its best efforts to furnish quotations of rates to the Administrative Agent on a timely basis as contemplated hereby. If any of the Reference Lenders Banks shall be unable or shall otherwise fail fails to supply such rates to the Administrative Agent upon its request, the rate of interest shall, subject to the provisions of Section 2.14, shall be determined on the basis of the quotations of the remaining Reference Lenders Banks or Reference LenderBank. (e) Facility fees shall be computed on the basis of a 365-day year for the actual days elapsed.

Computation of Interest and Fees. (a) Facility fees and interest (other than interest calculated Interest payable hereunder with respect to any Alternate Base Rate Loan based on the basis of the Prime Rate) shall be calculated on the basis of a 360-day year for the actual days elapsed. Interest calculated on the basis of the Prime Rate shall be calculated on the basis of a 365- year of 365 days (or 366-366 days, as applicable) for the case may be) actual days elapsed. All fees, interest and all other amounts payable hereunder shall be calculated on the basis of a 360 day year for the actual days elapsed. The Administrative Agent shall as soon as practicable notify the relevant Borrower and the Lenders of each determination of a Eurodollar RateLIBOR Rate on the Business Day of the determination thereof. Any change in the interest rate on a US$ Loan resulting from a change in the ABR Alternate Base Rate shall become effective as of the opening of business on the day on which such change becomes in the Alternate Base Rate shall become effective. The Administrative Agent shall as soon as practicable notify the relevant Borrower and the Lenders of the effective date and the amount of each such change in interest ratechange. (b) Each determination of an interest rate by the Administrative Agent pursuant to any provision of this Credit Agreement shall be conclusive and binding on the Borrowers Borrower and the Lenders in the absence of manifest error. The Administrative Agent shall, at the request of the relevant Borrower, deliver to such the Borrower a statement showing the quotations furnished by the Reference Lenders (if any) computations used by the Administrative Agent in determining any interest rate with respect to a Eurodollar Loan or an Index Rate Competitive Loanrate. (c) If any Reference Lender shall for any reason no longer have a Revolving Credit Commitment, such Reference Lender shall thereupon cease to be a Reference Lender, and if, as a result, there shall only be one Reference Lender remaining, It is the Administrative Agent (with intent of the consent of IBM) shall, by notice to the Borrowers Lenders and the LendersCredit Parties to conform to and contract in strict compliance with applicable usury law from time to time in effect. All agreements between the Lenders and the Credit Parties are hereby limited by the provisions of this paragraph which shall override and control all such agreements, designate another Lender as a Reference Lender so that there whether now existing or hereafter arising and whether written or oral. In no way, nor in any event or contingency (including but not limited to prepayment or acceleration of the maturity of any Obligation), shall at all times be at least two Reference Lenders. (d) Each Reference Lender shall use its best efforts to furnish quotations the interest taken, reserved, contracted for, charged, or received under this Credit Agreement, under the Notes or otherwise, exceed the maximum nonusurious amount permissible under applicable law. If, from any possible construction of rates to the Administrative Agent on a timely basis as contemplated hereby. If any of the Reference Lenders Credit Documents or any other document, interest would otherwise be payable in excess of the maximum nonusurious amount, any such construction shall be unable or shall otherwise fail to supply such rates to the Administrative Agent upon its request, the rate of interest shall, subject to the provisions of Section 2.14this paragraph and such interest shall be automatically reduced to the maximum nonusurious amount permitted under applicable law, without the necessity of execution of any amendment or new document. If any Lender shall ever receive anything of value which is characterized as interest on the Loans under applicable law and which would, apart from this provision, be determined in excess of the maximum nonusurious amount, an amount equal to the amount which would have been excessive interest shall, without penalty, be applied to the reduction of the principal amount owing on the basis Loans and not to the payment of interest, or refunded to the Borrower or other payor thereof if and to the extent such amount which would have been excessive exceeds such unpaid principal amount of the quotations Loans. The right to demand payment of the remaining Reference Loans or any other Indebtedness evidenced by any of the Credit Documents does not include the right to receive any interest which has not otherwise accrued on the date of such demand, and the Lenders do not intend to charge or Reference Lenderreceive any unearned interest in the event of such demand. All interest paid or agreed to be paid to the Lenders with respect to the Loans shall, to the extent permitted by applicable law, be amortized, prorated, allocated, and spread throughout the full stated term (including any renewal or extension) of the Loans so that the amount of interest on account of such indebtedness does not exceed the maximum nonusurious amount permitted by applicable law.

Computation of Interest and Fees. (a) Facility fees and interest (other than interest Interest payable hereunder with respect to Alternate Base Rate Loans based on the Prime Rate shall be calculated on the basis of a year of 365 days (or 366 days, as applicable) for the Prime Rate) actual days elapsed. All other fees, interest and all other amounts payable hereunder shall be calculated on the basis of a 360-day year for the actual days elapsed. Interest calculated on the basis of the Prime Rate shall be calculated on the basis of a 365- (or 366-, as the case may be) day year for the actual days elapsed. The Administrative Agent shall as soon as practicable notify the relevant Borrower and the Lenders of each determination of a Eurodollar RateLIBOR Rate on the Business Day of the determination thereof. Any change in the interest rate on a US$ Loan resulting from a change in the ABR Alternate Base Rate shall become effective as of the opening of business on the day on which such change becomes in the Alternate Base Rate shall become effective. The Administrative Agent shall as soon as practicable notify the relevant Borrower and the Lenders of the effective date and the amount of each such change in interest ratechange. (b) Each determination of an interest rate by the Administrative Agent pursuant to any provision of this Credit Agreement shall be conclusive and binding on the Borrowers Borrower and the Lenders in the absence of manifest error. The Administrative Agent shall, at the request of the relevant Borrower, deliver to such the Borrower a statement showing the quotations furnished by the Reference Lenders (if any) computations used by the Administrative Agent in determining any interest rate with respect to a Eurodollar Loan or an Index Rate Competitive Loanrate. (c) If any Reference Lender shall for any reason no longer have a Revolving Credit Commitment, such Reference Lender shall thereupon cease to be a Reference Lender, and if, as a result, there shall only be one Reference Lender remaining, It is the Administrative Agent (with intent of the consent of IBM) shall, by notice to the Borrowers Lenders and the LendersCredit Parties to conform to and contract in strict compliance with applicable usury law from time to time in effect. All agreements between the Lenders and the Credit Parties are hereby limited by the provisions of this subsection which shall override and control all such agreements, designate another Lender as a Reference Lender so that there whether now existing or hereafter arising and whether written or oral. In no way, nor in any event or contingency (including but not limited to prepayment or acceleration of the maturity of any Credit Party Obligation), shall at all times be at least two Reference Lenders. (d) Each Reference Lender shall use its best efforts to furnish quotations the interest taken, reserved, contracted for, charged, or received under this Credit Agreement, under the Notes or otherwise, exceed the maximum nonusurious amount permissible under applicable law. If, from any possible construction of rates to the Administrative Agent on a timely basis as contemplated hereby. If any of the Reference Lenders Credit Documents or any other document, interest would otherwise be payable in excess of the maximum nonusurious amount, any such construction shall be unable or shall otherwise fail to supply such rates to the Administrative Agent upon its request, the rate of interest shall, subject to the provisions of Section 2.14this paragraph and such interest shall be automatically reduced to the maximum nonusurious amount permitted under applicable law, without the necessity of execution of any amendment or new document. If any Lender shall ever receive anything of value which is characterized as interest on the Loans under applicable law and which would, apart from this provision, be determined in excess of the maximum nonusurious amount, an amount equal to the amount which would have been excessive interest shall, without penalty, be applied to the reduction of the principal amount owing on the basis Loans and not to the payment of interest, or refunded to the Borrower or the other payor thereof if and to the extent such amount which would have been excessive exceeds such unpaid principal amount of the quotations Loans. The right to demand payment of the remaining Reference Loans or any other Indebtedness evidenced by any of the Credit Documents does not include the right to receive any interest which has not otherwise accrued on the date of such demand, and the Lenders do not intend to charge or Reference Lenderreceive any unearned interest in the event of such demand. All interest paid or agreed to be paid to the Lenders with respect to the Loans shall, to the extent permitted by applicable law, be amortized, prorated, allocated, and spread throughout the full stated term (including any renewal or extension) of the Loans so that the amount of interest on account of such Indebtedness does not exceed the maximum nonusurious amount permitted by applicable law.

Computation of Interest and Fees. (a) Facility fees and interest in respect of ABR Loans based upon clause (other than interest calculated on the basis a) of the Prime Rate) definition of ABR shall be calculated on the basis of a 360-day year for the actual days elapsed. Interest calculated on the basis of the Prime Rate shall be calculated on the basis of a 365- 365 (or 366-, 366 as the case may be) day year for the actual days elapsedelapsed (including the first day and excluding the last day). Interest in respect of Eurodollar Loans, Bid Loans and ABR Loans based upon clause (b) of the definition of ABR shall be calculated on the basis of a 360 day year for the actual days elapsed (including the first day and excluding the last day). The Administrative Agent shall as soon as practicable promptly notify the relevant Borrower Borrowers and the Lenders Banks of each determination of a Eurodollar Rate. Any change in the interest rate on a US$ Committed Rate Loan resulting from a change in the ABR shall become effective as of the opening of business on the day on which such change becomes in the ABR shall become effective. The Administrative Agent shall as soon as practicable promptly notify the relevant Borrower Borrowers and the Lenders Banks of the effective date and the amount of each such change in interest ratechange. (b) Each determination of an interest rate by the Administrative Agent pursuant to any provision of this Agreement shall be conclusive and binding on the Borrowers and the Lenders Banks in the absence of manifest error. The Administrative Agent shall, at the request of the relevant a Borrower, deliver to such Borrower a statement showing the quotations furnished given by the Reference Lenders (if any) Banks and the computations used by the Administrative Agent in determining any interest rate with respect to a Eurodollar Loan or an Index Rate Competitive Loanrate. (c) If any Reference Lender Bank's Commitment shall terminate (otherwise than on termination of all the Commitments) or, as the case may be, its Loans are assigned, prepaid or repaid for any reason no longer have a Revolving Credit Commitmentwhatsoever, such Reference Lender Bank shall thereupon cease to be a Reference LenderBank, and if, as a result, there shall only be one Reference Lender remaining, the Administrative Agent (after consultation with the Banks and with the consent of IBMthe Borrowers) shall, by notice to the Borrowers and the LendersBanks, designate another Lender a sufficient number of other Banks as a Reference Lender Banks so that there shall at all times be at least two three Reference LendersBanks. (d) Each Reference Lender Bank shall use its best efforts to furnish quotations of rates to the Administrative Agent on a timely basis as contemplated hereby. If any of the Reference Lenders Banks shall be unable or shall otherwise fail fails to supply such rates to the Administrative Agent upon its request, the rate of interest shall, subject to the provisions of Section 2.14, shall be determined on the basis of the quotations of the remaining Reference Lenders Banks or Reference LenderBank.

Computation of Interest and Fees. (a) Facility fees and interest (other than interest calculated Interest payable hereunder with respect to Alternate Base Rate Loans based on the basis of the Prime Rate) shall be calculated on the basis of a 360-day year for the actual days elapsed. Interest calculated on the basis of the Prime Rate shall be calculated on the basis of a 365- year of 365 days (or 366-366 days, as applicable) for the case may be) actual days elapsed. All other fees, interest and all other amounts payable hereunder shall be calculated on the basis of a 360 day year for the actual days elapsed. The Administrative Agent shall as soon as practicable notify the relevant Parent Borrower and the Lenders of each determination of a Eurodollar RateLIBOR Rate on the Business Day of the determination thereof. Any change in the interest rate on a US$ Loan resulting from a change in the ABR Alternate Base Rate shall become effective as of the opening of business on the day on which such change becomes in the Alternate Base Rate shall become effective. The Administrative Agent shall as soon as practicable notify the relevant Borrower and the Lenders of the effective date and the amount of each such change in interest ratechange. (b) Each determination of an interest rate by the Administrative Agent pursuant to any provision of this Agreement shall be conclusive and binding on the Borrowers and the Lenders in the absence of manifest error. The Administrative Agent shall, at the request of the relevant Parent Borrower, deliver to such the Parent Borrower a statement showing the quotations furnished by the Reference Lenders (if any) computations used by the Administrative Agent in determining any interest rate with respect to a Eurodollar Loan or an Index Rate Competitive Loanrate. (c) If any Reference Lender shall for any reason no longer have a Revolving Credit Commitment, such Reference Lender shall thereupon cease to be a Reference Lender, It is the intent of the Lenders and if, as a result, there shall only be one Reference Lender remaining, the Administrative Agent (with the consent of IBM) shall, by notice to the Borrowers to conform to and contract in strict compliance with applicable usury law from time to time in effect. All agreements between the Lenders and the LendersBorrowers are hereby limited by the provisions of this paragraph which shall override and control all such agreements, designate another Lender as a Reference Lender so that there whether now existing or hereafter arising and whether written or oral. In no way, nor in any event or contingency (including but not limited to prepayment or acceleration of the maturity of any Obligation), shall at all times be at least two Reference Lenders. (d) Each Reference Lender shall use its best efforts to furnish quotations the interest taken, reserved, contracted for, charged, or received under this Credit Agreement, under the Notes or otherwise, exceed the maximum nonusurious amount permissible under applicable law. If, from any possible construction of rates to the Administrative Agent on a timely basis as contemplated hereby. If any of the Reference Lenders Credit Documents or any other document, interest would otherwise be payable in excess of the maximum nonusurious amount, any such construction shall be unable or shall otherwise fail to supply such rates to the Administrative Agent upon its request, the rate of interest shall, subject to the provisions of Section 2.14this paragraph and such interest shall be automatically reduced to the maximum nonusurious amount permitted under applicable law, without the necessity of execution of any amendment or new document. If any Lender shall ever receive anything of value which is characterized as interest on the Loans under applicable law and which would, apart from this provision, be determined in excess of the maximum nonusurious amount, an amount equal to the amount which would have been excessive interest shall, without penalty, be applied to the reduction of the principal amount owing on the basis Loans and not to the payment of interest, or refunded to the Borrowers or the other payor thereof if and to the extent such amount which would have been excessive exceeds such unpaid principal amount of the quotations Loans. The right to demand payment of the remaining Reference Loans or any other Indebtedness evidenced by any of the Credit Documents does not include the right to receive any interest which has not otherwise accrued on the date of such demand, and the Lenders do not intend to charge or Reference Lenderreceive any unearned interest in the event of such demand. All interest paid or agreed to be paid to the Lenders with respect to the Loans shall, to the extent permitted by applicable law, be amortized, prorated, allocated, and spread throughout the full stated term (including any renewal or extension) of the Loans so that the amount of interest on account of such indebtedness does not exceed the maximum nonusurious amount permitted by applicable law.

Computation of Interest and Fees. (a) Facility fees and interest (other than interest calculated Interest payable hereunder with respect to Alternate Base Rate Loans based on the basis of the Prime Rate) shall be calculated on the basis of a 360-day year for the actual days elapsed. Interest calculated on the basis of the Prime Rate shall be calculated on the basis of a 365- year of 365 days (or 366-366 days, as applicable) for the case may be) actual days elapsed. All other fees, interest and all other amounts payable hereunder shall be calculated on the basis of a 360 day year for the actual days elapsed. The Administrative Agent shall as soon as practicable notify the relevant Borrower and the Lenders of each determination of a Eurodollar RateLIBOR Rate on the Business Day of the determination thereof. Any change in the interest rate on a US$ Loan resulting from a change in the ABR Alternate Base Rate shall become effective as of the opening of business on the day on which such change becomes in the Alternate Base Rate shall become effective. The Administrative Agent shall as soon as practicable notify the relevant Borrower and the Lenders of the effective date and the amount of each such change in interest ratechange. (b) Each determination of an interest rate by the Administrative Agent pursuant to any provision of this Agreement shall be conclusive and binding on the Borrowers Borrower and the Lenders in the absence of manifest error. The Administrative Agent shall, at the request of the relevant Borrower, deliver to such the Borrower a statement showing the quotations furnished by the Reference Lenders (if any) computations used by the Administrative Agent in determining any interest rate with respect to a Eurodollar Loan or an Index Rate Competitive Loanrate. (c) If any Reference Lender shall for any reason no longer have a Revolving Credit Commitment, such Reference Lender shall thereupon cease to be a Reference Lender, and if, as a result, there shall only be one Reference Lender remaining, It is the Administrative Agent (with intent of the consent of IBM) shall, by notice to the Borrowers Lenders and the LendersCredit Parties to conform to and contract in strict compliance with applicable usury law from time to time in effect. All agreements between the Lenders and the Credit Parties are hereby limited by the provisions of this paragraph which shall override and control all such agreements, designate another Lender as a Reference Lender so that there whether now existing or hereafter arising and whether written or oral. In no way, nor in any event or contingency (including but not limited to prepayment or acceleration of the maturity of any obligation), shall at all times be at least two Reference Lenders. (d) Each Reference Lender shall use its best efforts to furnish quotations the interest taken, reserved, contracted for, charged, or received under this Credit Agreement, under the Notes or otherwise, exceed the maximum nonusurious amount permissible under applicable law. If, from any possible construction of rates to the Administrative Agent on a timely basis as contemplated hereby. If any of the Reference Lenders Credit Documents or any other document, interest would otherwise be payable in excess of the maximum nonusurious amount, any such construction shall be unable or shall otherwise fail to supply such rates to the Administrative Agent upon its request, the rate of interest shall, subject to the provisions of Section 2.14this paragraph and such interest shall be automatically reduced to the maximum nonusurious amount permitted under applicable law, without the necessity of execution of any amendment or new document. If any Lender shall ever receive anything of value which is characterized as interest on the Loans under applicable law and which would, apart from this provision, be determined in excess of the maximum nonusurious amount, an amount equal to the amount which would have been excessive interest shall, without penalty, be applied to the reduction of the principal amount owing on the basis Loans and not to the payment of interest, or refunded to the Borrower or the other payor thereof if and to the extent such amount which would have been excessive exceeds such unpaid principal amount of the quotations Loans. The right to demand payment of the remaining Reference Loans or any other Indebtedness evidenced by any of the Credit Documents does not include the right to receive any interest which has not otherwise accrued on the date of such demand, and the Lenders do not intend to charge or Reference Lenderreceive any unearned interest in the event of such demand. All interest paid or agreed to be paid to the Lenders with respect to the Loans shall, to the extent permitted by applicable law, be amortized, prorated, allocated, and spread throughout the full stated term (including any renewal or extension) of this Agreement so that the amount of interest on account of such Indebtedness does not exceed the maximum nonusurious amount permitted by applicable law.

Computation of Interest and Fees. (a) Facility fees and All computations of interest for Base Rate Loans (other than interest calculated on including Base Rate Loans determined by reference to the basis of the Prime Eurocurrency Rate) and fees under the Fee Letter shall be calculated made on the basis of a 360year of three hundred sixty-day year for the actual days elapsed. Interest calculated on the basis of the Prime Rate shall be calculated on the basis of a 365- five (365) or 366-three hundred sixty-six (366) days, as the case may be) day year for the , and actual days elapsed. The Administrative Agent All other computations of fees and interest shall as soon as practicable notify be made on the relevant Borrower and the Lenders of each determination basis of a Eurodollar Rate. Any change three hundred sixty (360) day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a three hundred sixty- five (365) day year), or, in the case of interest rate in respect of Loans denominated in Alternative Currencies as to which market practice differs from the foregoing, in accordance with such market practice. Interest shall accrue on a US$ each Loan resulting from a change in the ABR shall become effective as of the opening of business on for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such change becomes effectiveportion is paid, provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.13(a), bear interest for one day. The Each determination by the Administrative Agent of an interest rate or fee hereunder shall as soon as practicable notify be conclusive and binding for all purposes, absent manifest error. With respect to all Non-LIBOR Quoted Currencies, the relevant Borrower and the Lenders calculation of the effective date and the amount of each such change applicable interest rate shall be determined in interest rateaccordance with market practice. (b) Each determination If, as a result of an interest rate any restatement of or other adjustment to the financial statements of the Borrower or for any other reason, the Borrower or the Lenders determine that (i) the Consolidated Total Net Leverage Ratio as calculated by the Borrower as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated Total Net Leverage Ratio would have resulted in higher pricing for such period, the Borrower shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Lenders or the applicable L/C Issuer, as the case may be, promptly on demand by the Administrative Agent pursuant (or, after the occurrence of an actual or deemed entry of an order for relief with respect to the Borrower under the Bankruptcy Code (or any similar provision of this Agreement shall be conclusive in any other Debtor Relief Laws), automatically and binding on the Borrowers and the Lenders in the absence of manifest error. The Administrative Agent shall, at the request of the relevant Borrower, deliver to such Borrower a statement showing the quotations furnished by the Reference Lenders (if any) used without further action by the Administrative Agent in determining Agent, any Lender or any L/C Issuer), an amount equal to the excess of the amount of interest rate with respect to a Eurodollar Loan and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of the Administrative Agent, any Lender or an Index Rate Competitive Loan. (c) If any Reference Lender shall for any reason no longer have a Revolving Credit Commitment, such Reference Lender shall thereupon cease to be a Reference Lender, and ifL/C Issuer, as a resultthe case may be, there under Section 2.03(c)(iii), 2.03(h) or 2.09(b) or under Article VIII. The Borrower’s obligations under this paragraph shall only be one Reference Lender remaining, survive the Administrative Agent (with termination of the consent of IBM) shall, by notice to the Borrowers Aggregate Commitments and the Lenders, designate another Lender as a Reference Lender so that there shall at repayment of all times be at least two Reference Lendersother Obligations hereunder. (d) Each Reference Lender shall use its best efforts to furnish quotations of rates to the Administrative Agent on a timely basis as contemplated hereby. If any of the Reference Lenders shall be unable or shall otherwise fail to supply such rates to the Administrative Agent upon its request, the rate of interest shall, subject to the provisions of Section 2.14, be determined on the basis of the quotations of the remaining Reference Lenders or Reference Lender.

Computation of Interest and Fees. (a) Facility All computations of interest and fees and interest (other than interest calculated on the basis of the Prime Rate) shall be calculated made on the basis of a three hundred and sixty (360-) day year for the and actual days elapsed. Interest calculated , except that interest computed by reference to the Alternate Base Rate at times when the Alternate Base Rate is based on the basis of the Prime Rate shall be calculated computed on the basis of a 365- year of 365 days (or 366-366 days in a leap year), as the and in each case may be) day year shall be payable for the actual number of days elapsedelapsed (including the first day but excluding the last day). The Administrative Agent Interest shall as soon as practicable notify the relevant Borrower and the Lenders of accrue on each determination of a Eurodollar Rate. Any change in the interest rate on a US$ Loan resulting from a change in the ABR shall become effective as of the opening of business on for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such change becomes effectiveportion is paid; provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.09(a), bear interest for one (1) day. The Administrative Each determination by the Facility Agent of an interest rate or fee hereunder shall as soon as practicable notify the relevant Borrower be conclusive and the Lenders of the effective date and the amount of each such change in interest ratebinding for all purposes, absent manifest error. (b) Each determination In the event of (i) the payment of any principal of any Loan other than on the last day of the Interest Period for that Loan (including under Section 2.03 or as a result of an Event of Default or otherwise), (ii) the failure to borrow on the date specified in the Borrowing Request or failure to repay or prepay any Loan on any scheduled repayment or prepayment date or (iii) the assignment of any Loan other than on the last day of its Interest Period as a result of a request by the Borrower pursuant to Section 3.06, then, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to any such event. Such loss, cost or expense to any Lender shall be deemed to include an amount reasonably determined by such Lender to be the excess, if any, of (x) the amount of interest that would have accrued on the principal amount of such Loan had such event not occurred for the period from the date of such event to the last day of the then current Interest Period for such Loan (or, in the case of a failure to borrow, for the period that would have been the Interest Period for such Loan) over (y) the amount of interest that would accrue on such principal amount for that period at the interest rate by the Administrative Agent pursuant that such Lender would bid were it to any provision of this Agreement shall be conclusive and binding on the Borrowers and the Lenders in the absence of manifest error. The Administrative Agent shallbid, at the request commencement of that period, for Dollar deposits of a comparable amount and period from other banks in the relevant Borrowereurodollar market. The Borrower shall, deliver to such Borrower a statement showing the quotations furnished by the Reference Lenders (if any) used by the Administrative Agent in determining upon demand of any interest rate with respect to a Eurodollar Loan or an Index Rate Competitive Loan. (c) If any Reference Lender shall for any reason no longer have a Revolving Credit Commitment, such Reference Lender shall thereupon cease to be a Reference Lender, and if, as a result, there shall only be one Reference Lender remaining, the Administrative Agent (with the consent of IBM) shall, by notice a copy to the Borrowers Facility Agent) promptly pay such Lender the amounts due and the Lenders, designate another Lender as a Reference Lender so that there shall at all times be at least two Reference Lenderspayable hereunder. (d) Each Reference Lender shall use its best efforts to furnish quotations of rates to the Administrative Agent on a timely basis as contemplated hereby. If any of the Reference Lenders shall be unable or shall otherwise fail to supply such rates to the Administrative Agent upon its request, the rate of interest shall, subject to the provisions of Section 2.14, be determined on the basis of the quotations of the remaining Reference Lenders or Reference Lender.

Computation of Interest and Fees. (a) Facility fees and interest (other than interest calculated Interest payable hereunder with respect to Alternate Base Rate Loans based on the basis of the Prime Rate) shall be calculated on the basis of a 360-day year for the actual days elapsed. Interest calculated on the basis of the Prime Rate shall be calculated on the basis of a 365- year of 365 days (or 366-366 days, as applicable) for the case may be) actual days elapsed. All other fees, interest and all other amounts payable hereunder shall be calculated on the basis of a 360 day year for the actual days elapsed. The Administrative Agent shall as soon as practicable notify the relevant Borrower and the Lenders of each determination of a Eurodollar RateLIBOR Rate on the Business Day of the determination thereof. Any change in the interest rate on a US$ Loan resulting from a change in the ABR Alternate Base Rate shall become effective as of the opening of business on the day on which such change becomes in the Alternate Base Rate shall become effective. The Administrative Agent shall as soon as practicable notify the relevant Borrower and the Lenders of the effective date and the amount of each such change in interest ratechange. (b) Each determination of an interest rate by the Administrative Agent pursuant to any provision of this Credit Agreement shall be conclusive and binding on the Borrowers Borrower and the Lenders in the absence of manifest error. The Administrative Agent shall, at the request of the relevant Borrower, deliver to such the Borrower a statement showing the quotations furnished by the Reference Lenders (if any) computations used by the Administrative Agent in determining any interest rate with respect to a Eurodollar Loan or an Index Rate Competitive Loanrate. (c) If any Reference Lender shall for any reason no longer have a Revolving Credit Commitment, such Reference Lender shall thereupon cease to be a Reference Lender, and if, as a result, there shall only be one Reference Lender remaining, It is the Administrative Agent (with intent of the consent of IBM) shall, by notice to the Borrowers Lenders and the LendersCredit Parties to conform to and contract in strict compliance with applicable usury law from time to time in effect. All agreements between the Lenders and the Credit Parties are hereby limited by the provisions of this paragraph which shall override and control all such agreements, designate another Lender as a Reference Lender so that there whether now existing or hereafter arising and whether written or oral. In no way, nor in any event or contingency (including, but not limited to, prepayment or acceleration of the maturity of any Credit Party Obligations), shall at all times be at least two Reference Lenders. (d) Each Reference Lender shall use its best efforts to furnish quotations the interest taken, reserved, contracted for, charged, or received under this Credit Agreement, under the Notes or otherwise, exceed the maximum nonusurious amount permissible under applicable law. If, from any possible construction of rates to the Administrative Agent on a timely basis as contemplated hereby. If any of the Reference Lenders Credit Documents or any other document, interest would otherwise be payable in excess of the maximum nonusurious amount, any such construction shall be unable or shall otherwise fail to supply such rates to the Administrative Agent upon its request, the rate of interest shall, subject to the provisions of Section 2.14this paragraph and such interest shall be automatically reduced to the maximum nonusurious amount permitted under applicable law, without the necessity of execution of any amendment or new document. If any Lender shall ever receive anything of value which is characterized as interest on the Loans under applicable law and which would apart from this provision, be determined in excess of the maximum nonusurious amount, an amount equal to the amount which would have been excessive interest shall, without penalty, be applied to the reduction of the principal amount owing on the basis Loans and not to the payment of interest, or refunded to the Borrower or the other payor thereof if and to the extent such amount which would have been excessive exceeds such unpaid principal amount of the quotations Loans. The right to demand payment of the remaining Reference Loans or any other Indebtedness evidenced by any of the Credit Documents does not include the right to receive any interest which has not otherwise accrued on the date of such demand, and the Lenders do not intend to charge or Reference Lenderreceive any unearned interest in the event of such demand. All interest paid or agreed to be paid to the Lenders with respect to the Loans shall, to the extent permitted by applicable law, be amortized, prorated, allocated, and spread throughout the full stated term (including any renewal or extension) of the Loans so that the amount of interest on account of such indebtedness does not exceed the maximum nonusurious amount permitted by applicable law.

Computation of Interest and Fees. (a) Facility Interest and fees and interest (other than interest calculated on the basis of the Prime Rate) payable pursuant hereto shall be calculated on the basis of a 360-day year for the actual days elapsed. Interest calculated , except that (i) interest computed by reference to ABR at times when ABR is based on the basis of the Prime Rate shall be calculated computed on the basis of a 365- year of 365 days (or 366-366 days in a leap year), as the case may be) day year and shall be payable for the actual number of days elapsed, (ii) interest computed on Loans and Letters of Credit denominated in Pounds Sterling shall be computed on the basis of a year of 365 days, and shall be payable for the actual number of days elapsed and (iii) interest and fees payable in connection with the Brazilian Facility shall be calculated in the manner required by the Brazilian Bank Certificates. The Administrative Agent shall as soon as practicable notify the Company or relevant Subsidiary Borrower and the Lenders of each determination of a Eurodollar Eurocurrency Rate. Any change in the interest rate on a US$ Loan resulting from a change in the ABR ABR, the CDI or the Eurocurrency Reserve Requirements shall become effective as of the opening of business on the day on which such change becomes effective. The Administrative Agent shall as soon as practicable notify the Company or relevant Subsidiary Borrower and the relevant Lenders of the effective date and the amount of each such change in interest raterate (other than any such change in the CDI). (b) Each determination of an interest rate by the Administrative Agent (or, in the case of the CDI, the Brazilian Administrative Agent) pursuant to any provision of this Agreement or any other Loan Document shall be conclusive and binding on the Borrowers Company, any Subsidiary Borrower and the Lenders in the absence of manifest error. The Administrative Agent (or the Brazilian Administrative Agent, if applicable) shall, at the request of the relevant Company or any Subsidiary Borrower, deliver to the Company or such Subsidiary Borrower a statement showing the quotations furnished by the Reference Lenders (if any) used by the Administrative Agent (or the Brazilian Administrative Agent, as the case may be) in determining any interest rate with respect pursuant to a Eurodollar Loan or an Index Rate Competitive LoanSection 2.20(a). (c) If any Reference Lender shall for any reason no longer have a Revolving Credit Commitment, such Reference Lender shall thereupon cease to be a Reference Lender, and if, as a result, there shall only be one Reference Lender remaining, the Administrative Agent (with the consent of IBM) shall, by notice to the Borrowers and the Lenders, designate another Lender as a Reference Lender so that there shall at all times be at least two Reference Lenders. (d) Each Reference Lender shall use its best efforts to furnish quotations of rates to the Administrative Agent on a timely basis as contemplated hereby. If any of the Reference Lenders shall be unable or shall otherwise fail to supply such rates to the Administrative Agent upon its request, the rate of interest shall, subject to the provisions of Section 2.14, be determined on the basis of the quotations of the remaining Reference Lenders or Reference Lender.

Computation of Interest and Fees. (a) Facility fees Unless otherwise indicated in the Administrative Schedule, interest on Loans, fees, interest on overdue interest, and interest (other than interest calculated on the basis of the Prime Rate) amounts payable hereunder shall be calculated calculated, on the basis of a 360365-or 366-day year for the actual days elapsed. Interest calculated on the basis of the Prime Rate shall be calculated on the basis of a 365- (or 366-year, as the case may be) day year in each case, for the actual days elapsed. The Administrative Specified Agent shall as soon as practicable notify the relevant Specified Borrower and the Specified Revolving Credit Lenders or the Specified Term Loan Lenders, as the case may be, of each determination of a Eurodollar Eurocurrency Rate. Any change in the interest rate on a US$ Specified Loan resulting from a change in the ABR Specified Base Rate or the Specified Eurocurrency Rate shall become effective as of the opening of business on the day on which such change becomes effective. The Administrative Specified Agent shall as soon as practicable notify the relevant Specified Borrower and the Specified Revolving Credit Lenders or the Specified Term Loan Lenders, as the case may be, of the effective date and the amount of each such change in interest rate. (b) Each determination of an interest rate by the Administrative a Specified Agent pursuant to any provision of this Agreement shall be conclusive and binding on the Borrowers Specified Borrower and the Specified Lenders and the other parties hereto in the absence of manifest error. The Administrative Specified Agent shall, at the request of the relevant Specified Borrower, deliver to such the Specified Borrower a statement showing the quotations furnished by the Reference Lenders (if any) used by the Administrative Specified Agent in determining any interest rate with respect pursuant to a Eurodollar Loan subsection 4.1(a) or an Index Rate Competitive Loan(b). (c) If any Reference provision of any Loan Document would oblige any Borrower to make any payment of interest or other amount payable to any Lender shall for any reason no longer have in an amount or calculated at a Revolving Credit Commitmentrate which would be prohibited by law or would result in a receipt by that Lender of interest at such prohibited rate (as such terms are construed under the applicable Requirement of Law), then notwithstanding such provision, such Reference amount or rate shall be deemed to have been adjusted with retroactive effect to the maximum amount or rate of interest, as the case may be, as would not be so prohibited by law or so result in a receipt by that Lender shall thereupon cease of interest at a criminal rate, such adjustment to be a Reference Lendereffected, and ifto the extent necessary, as a result, there shall only be one Reference Lender remaining, the Administrative Agent follows: (with the consent of IBMi) shallfirstly, by notice to reducing the Borrowers and the Lenders, designate another Lender as a Reference Lender so that there shall at all times be at least two Reference Lenders. (d) Each Reference Lender shall use its best efforts to furnish quotations of rates to the Administrative Agent on a timely basis as contemplated hereby. If any of the Reference Lenders shall be unable amount or shall otherwise fail to supply such rates to the Administrative Agent upon its request, the rate of interest shall, subject required to be paid to the provisions affected Lender under subsection 4.1; and (ii) thereafter, by reducing any fees, commissions, premiums and other amounts required to be paid to the affected Lender which would constitute interest for purposes of Section 2.14, be determined on the basis any applicable Requirement of the quotations of the remaining Reference Lenders or Reference LenderLaw.

Computation of Interest and Fees. (a) Facility fees and interest (other than interest calculated Interest payable hereunder with respect to Alternate Base Rate Loans based on the basis of the Prime Rate) shall be calculated on the basis of a 360-day year for the actual days elapsed. Interest calculated on the basis of the Prime Rate shall be calculated on the basis of a 365- year of 365 days (or 366-366 days, as applicable) for the case may be) actual days elapsed. All other fees, interest and all other amounts payable hereunder shall be calculated on the basis of a 360 day year for the actual days elapsed. The Administrative Agent shall as soon as practicable notify the relevant Borrower and the Lenders of each determination of a Eurodollar RateLIBOR Rate on the Business Day of the determination thereof. Any change in the interest rate on a US$ Loan resulting from a change in the ABR Alternate Base Rate shall become effective as of the opening of business on the day on which such change becomes in the Alternate Base Rate shall become effective. The Administrative Agent shall as soon as practicable notify the relevant Borrower and the Lenders of the effective date and the amount of each such change in interest ratechange. (b) Each determination of an interest rate by the Administrative Agent pursuant to any provision of this Credit Agreement shall be conclusive and binding on the Borrowers Borrower and the Lenders in the absence of manifest error. The Administrative Agent shall, at the request of the relevant Borrower, deliver to such the Borrower a statement showing the quotations furnished by the Reference Lenders (if any) computations used by the Administrative Agent in determining any interest rate with respect to a Eurodollar Loan or an Index Rate Competitive Loanrate. (c) If any Reference Lender shall for any reason no longer have a Revolving Credit Commitment, such Reference Lender shall thereupon cease to be a Reference Lender, and if, as a result, there shall only be one Reference Lender remaining, It is the Administrative Agent (with intent of the consent of IBM) shall, by notice to the Borrowers Lenders and the LendersCredit Parties to conform to and contract in strict compliance with applicable usury law from time to time in effect. All agreements between the Lenders and the Credit Parties are hereby limited by the provisions of this paragraph which shall override and control all such agreements, designate another Lender as a Reference Lender so that there whether now existing or hereafter arising and whether written or oral. In no way, nor in any event or contingency (including but not limited to prepayment or acceleration of the maturity of any Obligation), shall at all times be at least two Reference Lenders. (d) Each Reference Lender shall use its best efforts to furnish quotations the interest taken, reserved, contracted for, charged, or received under this Credit Agreement, under the Notes or otherwise, exceed the maximum nonusurious amount permissible under applicable law. If, from any possible construction of rates to the Administrative Agent on a timely basis as contemplated hereby. If any of the Reference Lenders Credit Documents or any other document, interest would otherwise be payable in excess of the maximum nonusurious amount, any such construction shall be unable or shall otherwise fail to supply such rates to the Administrative Agent upon its request, the rate of interest shall, subject to the provisions of Section 2.14this paragraph and such interest shall be automatically reduced to the maximum nonusurious amount permitted under applicable law, without the necessity of execution of any amendment or new document. If any Lender shall ever receive anything of value which is characterized as interest on the Loans under applicable law and which would, apart from this provision, be determined in excess of the maximum nonusurious amount, an amount equal to the amount which would have been excessive interest shall, without penalty, be applied to the reduction of the principal amount owing on the basis Loans and not to the payment of interest, or refunded to the Borrower or the other payor thereof if and to the extent such amount which would have been excessive exceeds such unpaid principal amount of the quotations Loans. The right to demand payment of the remaining Reference Loans or any other Indebtedness evidenced by any of the Credit Documents does not include the right to receive any interest which has not otherwise accrued on the date of such demand, and the Lenders do not intend to charge or Reference Lenderreceive any unearned interest in the event of such demand. All interest paid or agreed to be paid to the Lenders with respect to the Loans shall, to the extent permitted by applicable law, be amortized, prorated, allocated, and spread throughout the full stated term (including any renewal or extension) of the Loans so that the amount of interest on account of such indebtedness does not exceed the maximum nonusurious amount permitted by applicable law.

Computation of Interest and Fees. (a) Facility fees and -------------------------------- interest in respect of ABR Loans based upon clause (other than interest a) of the definition of ABR shall be calculated on the basis of a 365- (or 366- as the Prime Ratecase may be) day year for the actual days elapsed (including the first day and excluding the last day). Interest in respect of Eurodollar Loans, Bid Loans and ABR Loans based upon clause (b) of the definition of ABR shall be calculated on the basis of a 360-day year for the actual days elapsed. Interest calculated on elapsed (including the basis of first day and excluding the Prime Rate shall be calculated on the basis of a 365- (or 366-, as the case may be) day year for the actual days elapsedlast day). The Administrative Agent shall as soon as practicable promptly notify the relevant Borrower Borrowers and the Lenders Banks of each determination of a Eurodollar Rate. Any change in the interest rate on a US$ Committed Rate Loan resulting from a change in the ABR shall become effective as of the opening of business on the day on which such change becomes in the ABR shall become effective. The Administrative Agent shall as soon as practicable promptly notify the relevant Borrower Borrowers and the Lenders Banks of the effective date and the amount of each such change in interest ratechange. (b) Each determination of an interest rate by the Administrative Agent pursuant to any provision of this Agreement shall be conclusive and binding on the Borrowers and the Lenders Banks in the absence of manifest error. The Administrative Agent shall, at the request of the relevant a Borrower, deliver to such Borrower a statement showing the quotations furnished given by the Reference Lenders (if any) Banks and the computations used by the Administrative Agent in determining any interest rate with respect to a Eurodollar Loan or an Index Rate Competitive Loanrate. (c) If any Reference Lender Bank's Commitment shall terminate (otherwise than on termination of all the Commitments) or, as the case may be, its Loans are assigned, prepaid or repaid for any reason no longer have a Revolving Credit Commitmentwhatsoever, such Reference Lender Bank shall thereupon cease to be a Reference LenderBank, and if, as a result, there shall only be one Reference Lender remaining, the Administrative Agent (after consultation with the Banks and with the consent of IBMthe Borrowers) shall, by notice to the Borrowers and the LendersBanks, designate another Lender a sufficient number of other Banks as a Reference Lender Banks so that there shall at all times be at least two three Reference LendersBanks. (d) Each Reference Lender Bank shall use its best efforts to furnish quotations of rates to the Administrative Agent on a timely basis as contemplated hereby. If any of the Reference Lenders Banks shall be unable or shall otherwise fail fails to supply such rates to the Administrative Agent upon its request, the rate of interest shall, subject to the provisions of Section 2.14, shall be determined on the basis of the quotations of the remaining Reference Lenders Banks or Reference LenderBank.

Computation of Interest and Fees. (a) Facility fees and interest (other than interest calculated on the basis of the Prime Rate) Interest shall be calculated on the basis of a 360-day year for the actual days elapsed. Interest calculated ; and interest on the basis of the Prime Rate ABR Loans and any other fees shall be calculated on the basis of a 365- 365-day year (or 366-366-day year, as the case may be) day year for the actual days elapsed. The Administrative Agent shall as soon as practicable notify the relevant Borrower and the affected Lenders of each determination of a Eurodollar an Adjusted LIBOR Rate. Any change in the interest rate on a US$ Loan resulting from a change in the ABR or the Statutory Reserves shall become effective as of the opening of business on the day on which such change becomes effective. The Administrative Agent shall as soon as practicable notify the relevant Borrower and the affected Lenders of the effective date and the amount of each such change in interest rate. (b) Each determination of an interest rate by the Administrative Agent pursuant to any provision of this Agreement shall be conclusive and binding on the Borrowers Borrower and the Lenders in the absence of manifest error. The Administrative Agent shall, at the request of the relevant BorrowerBorrower or any Lender, deliver to the Borrower or such Borrower Lender a statement showing in reasonable detail the quotations furnished by the Reference Lenders (if any) calculations used by the Administrative Agent in determining any interest rate with respect pursuant to a Eurodollar subsection 3.1, excluding any Adjusted LIBOR Rate which is based upon the Reuters Monitor Money Rates Services page and any ABR Loan or an Index Rate Competitive Loanwhich is based upon the Prime Rate. (c) If any Upon the request of the Administrative Agent, each Reference Bank (whether or not currently a Lender shall for any reason no longer have a Revolving Credit Commitmenthereunder) agrees that, if such Reference Lender shall thereupon cease Bank is currently providing quotes for deposits in Dollars to be a Reference Lenderleading banks in the London interbank market, it will promptly (and if, as a result, there shall only be one Reference Lender remaining, no later than the Business Day following any such request) supply the Administrative Agent (with the consent rate quoted by such Reference Bank to leading banks in the London interbank market two Business Days before the first day of IBM) shall, by notice the relevant Interest Period for deposits in Dollars of a duration equal to the Borrowers and the Lenders, designate another Lender as a Reference Lender so that there shall at all times be at least two Reference Lendersduration of such Interest Period. (d) Each Reference Lender shall use its best efforts to furnish quotations of rates to the Administrative Agent on a timely basis as contemplated hereby. If any of the Reference Lenders shall be unable or shall otherwise fail to supply such rates to the Administrative Agent upon its request, the rate of interest shall, subject to the provisions of Section 2.14, be determined on the basis of the quotations of the remaining Reference Lenders or Reference Lender.

Computation of Interest and Fees. (a) Facility All interest and fees and interest (other than interest calculated on the basis of the Prime Rate) hereunder shall be calculated computed on the basis of a 360-day year for of 360 days, except that (i) interest computed by reference to the actual days elapsed. Interest calculated ABR at times when the ABR is based on the basis of the Prime Rate shall be calculated computed on the basis of a 365- year of 365 days (or 366-366 days in a leap year) and (ii) interest computed with respect to Loans denominated in English Pounds Sterling shall be computed on the basis of a year of 365 days (or 366 days in a leap year), as the and in each case may be) day year shall be payable for the actual number of days elapsedelapsed (including the first day but excluding the last day). The applicable ABR or Eurocurrency Rate shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error. The Administrative Agent shall as soon as practicable notify the relevant Borrower and the Lenders of each determination of a Eurodollar Eurocurrency Rate. Any change in the interest rate on a US$ Loan resulting from a change in the ABR ABR, the Eurocurrency Reserve Requirements, the C/D Assessment Rate or the C/D Reserve Percentage shall become effective as of the opening of business on the day on which such change becomes effective. The Administrative Agent shall as soon as practicable notify the relevant Borrower and the Lenders of the effective date and the amount of each such change in interest rate. (b) Each determination of an interest rate by the Administrative Agent pursuant to any provision of this Agreement shall be conclusive and binding on the Borrowers Borrower and the Lenders in the absence of manifest error. The Administrative Agent shall, at the request of the relevant Borrower, deliver to such the Borrower a statement showing the quotations furnished by the Reference Lenders (if any) used by the Administrative Agent in determining any interest rate with respect pursuant to a Eurodollar Loan subsections 3.4(a), (b) or an Index Rate Competitive Loan(d). (c) If any Reference Lender shall for any reason no longer have a Revolving Credit CommitmentCommitment or any Loans, such Reference Lender shall thereupon cease to be a Reference Lender, and if, as a result, there shall only be one Reference Lender remaining, the Administrative Agent (after consultation with the Lenders and with the consent of IBMthe Borrower (which consent shall not be unreasonably withheld)) shall, by notice to the Borrowers Borrower and the Lenders, designate another Lender as a Reference Lender so that there shall at all times be at least two Reference Lenders. (d) Each Reference Lender shall use its best efforts to furnish quotations of rates to the Administrative Agent on a timely basis as contemplated hereby. If any of the Reference Lenders shall be unable or shall otherwise fail to supply such rates to the Administrative Agent upon its request, the rate of interest shall, subject to the provisions of Section 2.14subsection 3.6, be determined on the basis of the quotations of the remaining Reference Lenders or Reference Lender.

Computation of Interest and Fees. (a) Facility fees and interest (other than interest Whenever it is calculated on the basis of the Prime Rate) shall be calculated on the basis of a 360-day year for the actual days elapsed. Interest calculated on the basis of the Prime Rate , interest shall be calculated on the basis of a 365- (or 366-, as the case may be) day year for the actual days elapsed; and, otherwise, interest and fees shall be calculated on the basis of a 360-day year for the actual days elapsed. The Administrative Agent shall as soon as practicable notify the relevant Borrower and the Lenders of each determination of a Eurodollar Rate. Any change in the interest rate on a US$ Loan resulting from a change in the ABR ABR, the Eurocurrency Reserve Requirements, the C/D Assessment Rate or the C/D Reserve Percentage shall become effective as of the opening of business on the day on which such change becomes effective. The Administrative Agent shall as soon as practicable notify the relevant Borrower and the Lenders of the effective date and the amount of each such change in interest rate. (b) Each determination of an interest rate by the Administrative Agent pursuant to any provision of this Agreement shall be conclusive and binding on the Borrowers Borrower and the Lenders in the absence of manifest error. The Administrative Agent shall, at the request of the relevant Borrower, deliver to such the Borrower a statement showing the quotations furnished by the Reference Lenders (if any) used by the Administrative Agent in determining any interest rate with respect pursuant to a Eurodollar Loan subsection 3.4(a) or an Index Rate Competitive Loan(c). (c) If any Reference Lender shall for any reason no longer have a Revolving Credit CommitmentCommitment or any Loans, such Reference Lender shall thereupon cease to be a Reference Lender, and if, as a result, there shall only be one Reference Lender remaining, the Administrative Agent (after consultation with the Lenders and with the consent of IBMthe Borrower (which consent shall not be unreasonably withheld)) shall, by notice to the Borrowers Borrower and the Lenders, designate another Lender as a Reference Lender so that there shall at all times be at least two Reference Lenders. (d) Each Reference Lender shall use its best efforts to furnish quotations of rates to the Administrative Agent on a timely basis as contemplated hereby. If any of the Reference Lenders shall be unable or shall otherwise fail to supply such rates to the Administrative Agent upon its request, the rate of interest shall, subject to the provisions of Section 2.14subsection 3.6, be determined on the basis of the quotations of the remaining Reference Lenders or Reference Lender.

Computation of Interest and Fees. (a) Facility fees and interest (other than interest calculated Interest on the basis of the Prime Rate) shall be calculated on the basis of a 360-day year for the actual days elapsed. Interest calculated on the basis of the Prime Base Rate Loans shall be calculated on the basis of a 365- (or 366-, as the case may be) day year for the actual days elapsed. Interest on Eurodollar Loans, Fixed Rate Loans and all fees shall be calculated on the basis of a 360-day year for the actual days elapsed. The Administrative Agent shall as soon as practicable notify the relevant Borrower Company and the Lenders Banks of each determination of a Eurodollar Rate. Any change in the interest rate on a US$ Loan resulting from a change in the ABR Base Rate shall become effective as of the opening of business on the day on which such change becomes effectivein the Base Rate is announced. The Administrative Agent shall as soon as practicable notify the relevant Borrower Company and the Lenders Banks of the effective date and the amount of each such change in interest rate. Notwithstanding anything to the contrary in this Agreement, interest paid or becoming due hereunder shall in no event exceed the maximum rate permitted by applicable law. (b) Each determination of an interest rate by the Administrative Agent pursuant to any provision of this Agreement shall be conclusive and binding on the Borrowers Company and the Lenders Banks in the absence of manifest error. The Administrative Agent shall, at the request of the relevant BorrowerCompany, deliver to such Borrower the Company a statement showing the quotations furnished by the Reference Lenders (if any) used by the Administrative Agent in determining any interest rate with respect pursuant to a Eurodollar Loan or an Index Rate Competitive Loansubsection 2.12. (c) If any Reference Lender Bank's Commitment shall terminate or all its Loans shall be assigned for any reason no longer have a Revolving Credit Commitmentwhatsoever, such Reference Lender Bank shall thereupon cease to be a Reference LenderBank, and if, as a resultresult of the foregoing, there shall only be one Reference Lender Bank remaining, the Administrative Agent (after consultation with the consent of IBMCompany and the Banks) shall, by notice to the Borrowers Company and the LendersBanks, designate another Lender Bank acceptable to the Company, as a Reference Lender Bank so that there shall at all times be at least two Reference LendersBanks. (d) Each Reference Lender Bank shall use its best efforts to furnish quotations of rates to the Administrative Agent on a timely basis as contemplated hereby. If any of the Reference Lenders Banks shall be unable or shall otherwise fail to supply such rates to the Administrative Agent upon its request, the rate of interest shall, subject to the provisions of Section subsection 2.14, be determined on the basis of the quotations of the remaining Reference Lenders Banks or Reference LenderBank.

Computation of Interest and Fees. (a) Facility fees and interest (other than interest calculated Interest on all Loans shall be computed on the basis of the actual number of days elapsed over a year of 360 days or, on any date when the ABR is determined by reference to the Prime Rate) shall be calculated on , a year of 365 or 366 days as appropriate (in each case including the basis of a 360-first day year for but excluding the actual days elapsedlast day). Interest calculated on the basis of the Prime Rate shall be calculated on the basis of a 365- (or 366-, as the case may be) day year for the actual days elapsed. The Administrative Agent shall as soon as practicable notify the relevant Borrower and the Lenders of each determination of a Eurodollar Rate. Any change in the interest rate on a US$ Loan resulting from a change in the ABR shall become effective as of the opening of business on the day on which such change becomes effective. The Administrative Agent shall as soon as practicable notify the relevant Borrower and the Lenders of the effective date and the amount of each such change in interest rate. (b) Each determination of an interest rate by the Administrative Agent pursuant to any provision of this Agreement shall be conclusive and binding on the Borrowers Borrower and the Lenders in the absence of manifest error. The Administrative Agent shall, at All fees shall be computed on the basis of a year composed of twelve 30-day months. At any time and from time to time upon request of the relevant Borrower, the Administrative Agent shall deliver to such the Borrower a statement showing the quotations furnished by the Reference Lenders (if any) used by the Administrative Agent in determining any interest rate with respect applicable to Revolving Credit Loans pursuant to this Agreement. Each change in the Applicable Margin applicable to Loans or the Facility Fee as a Eurodollar Loan or an Index Rate Competitive Loanresult of a change in the Borrower’s Status shall become effective on the date upon which such change in Status occurs. (cb) If any Reference Lender shall for any reason no longer have a Revolving Credit Commitment, such Reference Lender shall thereupon cease to be a Reference Lender, and if, as a resultresult thereof, there shall only be one Reference Lender remaining, the Borrower and the Administrative Agent (after consultation with the consent of IBMLenders) shall, by notice to the Borrowers and the Lenders, designate another Lender as a Reference Lender so that there shall at all times be at least two Reference Lenders. (dc) Each Reference Lender shall use its best efforts to furnish quotations of rates to the Administrative Agent on a timely basis as contemplated hereby. If any of the Reference Lenders shall be unable or shall otherwise fail to supply such rates to the Administrative Agent upon its request, the rate of interest shall, subject to the provisions of Section 2.14subsection 2.12, be determined on the basis of the quotations of the remaining Reference Lenders or Reference LenderLenders.

Computation of Interest and Fees. (a) Facility Interest and fees and interest (other than interest calculated on the basis of the Prime Rate) payable pursuant hereto shall be calculated on the basis of a 360-day year for the actual days elapsed. Interest , except that, with respect to ABR Loans the rate of interest on which is calculated on the basis of the Prime Rate and Loans denominated in Pounds Sterling, the interest thereon shall be calculated on the basis of a 365- (or 366-, as the case may be) day year for the actual days elapsed. The Administrative Agent shall as soon as practicable notify the relevant Borrower Company and the relevant Lenders of each determination of a Eurodollar Rate or a Eurocurrency Rate. Any change in the interest rate on a US$ Loan resulting from a change in the ABR or the Eurocurrency Reserve Requirements shall become effective as of the opening of business on the day on which such change becomes effective. The Administrative Agent shall as soon as practicable notify the relevant Borrower Company and the relevant Lenders of the effective date and the amount of each such change in interest rate. (b) Each determination of an interest rate by the Administrative Agent pursuant to any provision of this Agreement shall be conclusive and binding on the Borrowers and the Lenders in the absence of manifest error. The Administrative Agent shall, at the request of the relevant a Borrower, deliver to such Borrower a statement showing the quotations furnished by the Reference Lenders (if any) used by the Administrative Agent in determining any interest rate with respect pursuant to a Eurodollar Loan or an Index Rate Competitive LoanSection 5.1(a). (ci) If any Multicurrency Reference Lender shall for any reason no longer have a Revolving Credit CommitmentCommitment or any Multicurrency Loans, such Multicurrency Reference Lender shall thereupon cease to be a Multicurrency Reference Lender, and if, as a result, there shall only be one Multicurrency Reference Lender remaining, the Administrative Agent (after consultation with the consent of IBMCompany and the Revolving Lenders) shall, by notice to the Borrowers Company and the Lenders, designate another Revolving Lender as a Multicurrency Reference Lender so that there shall at all times be at least two Multicurrency Reference Lenders. (dii) Each Multicurrency Reference Lender shall use its best efforts to furnish quotations of rates to the Administrative Agent on a timely basis as contemplated hereby. If any of the Multicurrency Reference Lenders shall be unable or shall otherwise fail to supply such rates to the Administrative Agent upon its request, the rate of interest shall, subject to the provisions of Section 2.145.3, be determined on the basis of the quotations of the remaining applicable Multicurrency Reference Lenders or Multicurrency Reference Lender, as applicable.

Computation of Interest and Fees. (a) Facility Interest and fees and interest (other than interest calculated on the basis of the Prime Rate) payable pursuant hereto shall be calculated on the basis of a 360-day year for the actual days elapsed. Interest , except that, with respect to ABR Loans the rate of interest on which is calculated on the basis of Bank of America’s “prime rate”, the Prime Rate interest thereon shall be calculated on the basis of a 365- (or 366-, as the case may be) day year for the actual days elapsed. The Administrative Agent shall as soon as practicable notify the relevant Borrower and the relevant Lenders of each determination of a Eurodollar Rate. Any change in the interest rate on a US$ Loan resulting from a change in the ABR or the Eurodollar Rate shall become effective as of the opening of business on the day on which such change becomes effective. Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid, provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(c), bear interest for one day. The Administrative Agent shall as soon as practicable notify the relevant Borrower and the relevant Lenders of the effective date and the amount of each such change in interest rate. (b) Each determination of an interest rate by the Administrative Agent pursuant to any provision of this Agreement shall be conclusive and binding on the Borrowers Borrower and the Lenders in the absence of manifest error. The Administrative Agent shall, at the request of the relevant Borrower, deliver to such the Borrower a statement showing the quotations furnished by the Reference Lenders (if any) used by the Administrative Agent in determining any interest rate with respect pursuant to a Eurodollar Loan or an Index Rate Competitive LoanSection 2.9. (c) If any Reference Lender shall for any reason no longer have a Revolving Credit Commitment, such Reference Lender shall thereupon cease to be a Reference Lender, and ifIf, as a resultresult of any restatement of or other adjustment to the financial statements of the Borrower or for any other reason (i) the Consolidated Leverage Ratio as calculated by the Borrower as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated Leverage Ratio would have resulted in higher pricing for such period, there the Borrower shall only immediately and retroactively be one Reference Lender remainingobligated to pay to the Administrative Agent for the account of the applicable Lenders or the Issuing Lender, as the case may be, promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with the consent of IBM) shall, by notice respect to the Borrowers Borrower under any Debtor Relief Law, automatically and without further action by the Administrative Agent, any Lender or the Issuing Lender), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of the Administrative Agent, any Lender or the Issuing Lender, as the case may be, under Section 2.9 or Section 3.3 or under Section 8. The Borrower’s obligations under this paragraph shall survive the termination of the Aggregate Commitments and the Lenders, designate another Lender as a Reference Lender so that there shall at repayment of all times be at least two Reference Lendersother Obligations hereunder. (d) Each Reference Lender shall use its best efforts to furnish quotations of rates to the Administrative Agent on a timely basis as contemplated hereby. If any of the Reference Lenders shall be unable or shall otherwise fail to supply such rates to the Administrative Agent upon its request, the rate of interest shall, subject to the provisions of Section 2.14, be determined on the basis of the quotations of the remaining Reference Lenders or Reference Lender.

Computation of Interest and Fees. (a) Facility fees and interest (other than interest calculated on the basis Interest in respect of the Prime Rate) Reference Rate Loans shall be calculated on the basis of a 360-365 (or 366, as the case may be) day year for the actual days elapsed. Interest calculated on the basis Ticking Fees and interest in respect of the Prime Rate Eurodollar Loans shall be calculated on the basis of a 365- (or 366-, as the case may be) 360 day year for the actual days elapsed. The Administrative Agent shall as soon as practicable notify the relevant Borrower and the Lenders of each determination of a Eurodollar Rate. Any change in the interest rate on a US$ Loan resulting from a change in the ABR Reference Rate or the Applicable Margin shall become effective as of the opening of business on the day on which such change becomes effectivein the Reference Rate is announced or such Applicable Margin changes as provided herein, as the case may be. The Administrative Agent shall as soon as practicable notify the relevant Borrower and the Lenders of the effective date and the amount of each such change in interest ratechange. (b) Each determination of an interest rate by the Administrative Agent pursuant to any provision of this Agreement shall be conclusive and binding on the Borrowers Borrower and the Lenders in the absence of manifest error. The Administrative Agent shall, at upon the request of the relevant Borrower, deliver to such the Borrower a statement showing the quotations furnished by the Reference Lenders (if any) used by the Administrative Agent in determining any interest rate with respect pursuant to a Eurodollar Loan or an Index Rate Competitive LoanSection 2.9(a). (c) If any Reference Lender Lender’s Commitment shall terminate or all of its Loans are assigned to another Person for any reason no longer have a Revolving Credit Commitmentwhatsoever, such Reference Lender shall thereupon cease to be a Reference Lender, and if, as a result, . If for any reason there shall only cease to be one at least three Reference Lender remainingLenders, then the Administrative Agent (with the consent of IBMthe Borrower) shall, shall by notice to the Borrowers Borrower and the Lenders, Lenders designate another Lender as a Reference Lender so that there shall at all times be at least two three Reference Lenders; provided that each Reference Lender must be a Lender. (d) Each Reference Lender shall use its best efforts to furnish quotations of rates to the Administrative Agent on a timely basis as contemplated hereby. If any of the Reference Lenders shall be unable or shall otherwise fail fails to supply such rates to the Administrative Agent upon its request, the rate of interest shall, subject to the provisions of Section 2.14, shall be determined on the basis of the quotations of the remaining Reference Lenders or Reference Lender. (e) The Borrower may, not more than once in each calendar year, change one or more of the Reference Lenders in accordance with this Section 2.10(e); provided that each Reference Lender must be a Lender. In order to effect such change, the Borrower shall give notice to the Administrative Agent (which shall promptly transmit such notice to each Lender) that, commencing with (x) each Interest Period beginning not less than 10 Business Days after receipt by the Administrative Agent of such notice with respect to Eurodollar Loans and (y) the first day of the first calendar month beginning not less than 10 Business Days after receipt by the Administrative Agent of such notice with respect to Reference Rate Loans, the Reference Lenders shall be changed to the Lenders specified in such notice.

Computation of Interest and Fees. (a) Facility Commitment fees and Alternate Base Rate interest (other than interest shall be calculated on the basis of the Prime Rate) a 365/366 day year and Eurodollar Rate interest shall be calculated on the basis of a 360-day year for the actual days elapsed. Interest calculated on the basis of the Prime Rate shall be calculated on the basis of a 365- (or 366-, as the case may be) day year for the actual days elapsed. The Administrative Agent shall as soon as practicable notify the relevant Borrower and the Lenders of each determination of a Eurodollar Rate. Any change in the interest rate on a US$ Loan resulting from a change in the ABR Alternate Base Rate or the Eurocurrency Reserve Requirements shall become effective as of the opening of business on the day on which such change becomes effective. The Administrative Agent shall as soon as practicable notify the relevant Borrower and the Lenders of the effective date and the amount of each such change in interest rate. (b) Each determination of an interest rate by the Administrative Agent pursuant to any provision of this Agreement shall be conclusive and binding on the Borrowers Borrower and the Lenders in the absence of manifest error. The Administrative Agent shallAgent, at the request of the relevant Borrower, shall deliver to such the Borrower a statement showing the quotations furnished by the Reference Lenders (if any) used by the Administrative Agent in determining any interest rate with respect pursuant to a Eurodollar Loan or an Index Rate Competitive LoanSECTION 2.12(a). (c) If any Reference Lender shall for any reason no longer have a Revolving Credit Commitment, such Reference Lender shall thereupon cease All payments to be a Reference Lendermade by the Borrower shall be made without setoff, and ifrecoupment or counterclaim. Except as otherwise expressly provided herein, as a result, there all payments by the Borrower shall only be one Reference Lender remaining, the Administrative Agent (with the consent of IBM) shall, by notice to the Borrowers and the Lenders, designate another Lender as a Reference Lender so that there shall at all times be at least two Reference Lenders. (d) Each Reference Lender shall use its best efforts to furnish quotations of rates made to the Administrative Agent on a timely basis as contemplated hereby. If any for the account of the Reference Lenders at the Administrative Agent's office specified in SECTION 10.2 and shall be unable made in Dollars. Such payments shall be made in like funds received, and no later than 12:00 p.m. (New York City time) on the date specified herein. The Administrative Agent will promptly distribute to each Lender its pro rata share (or shall otherwise fail to supply other applicable share as expressly provided herein) of such rates to principal, interest, fees or other amounts, in like funds as received for the account of the Lenders' respective Applicable Lending Office. Any payment which is received by the Administrative Agent upon its request, the rate of interest shall, subject later than 12:00 p.m. (New York City time) shall be deemed to the provisions of Section 2.14, be determined have been received on the basis of the quotations of the remaining Reference Lenders following Business Day and any applicable interest or Reference Lenderfee shall continue to accrue.

Computation of Interest and Fees. (a) Facility Subject to Section 2.7, fees and interest (other than interest calculated on the basis of the Prime Rate) shall be calculated on the basis of a 360-day year for the actual days elapsed. Interest calculated on the basis of the Prime Rate shall be calculated on the basis of a 365- (or 366-, as the case may be) day year for the actual days elapsed. The Administrative Agent shall as soon as practicable notify the relevant Borrower and the Lenders of each determination of a Eurodollar RateLIBOR. Any change in the interest rate on a US$ Loan resulting from a change in the ABR LIBOR Reserve Requirements shall become effective as of the opening of business on the day on which such change becomes effective. The Administrative Agent shall as soon as practicable notify the relevant Borrower and the Lenders of the effective date and the amount of each such change in interest rate. (b) Each determination of an interest rate by the Administrative Agent pursuant to any provision of this Agreement shall be conclusive and binding on the Borrowers Borrower and the Lenders in the absence of manifest error. The Administrative Agent shall, at the request of the relevant Borrower, deliver to such Borrower a statement showing the quotations furnished by the Reference Lenders (if any) used by the Administrative Agent in determining any interest rate with respect pursuant to a Eurodollar Loan Section 3.1(a) or an Index Rate Competitive Loan(b) hereof. (c) If any Reference Lender shall for any reason no longer have a Revolving Credit Commitment, such Reference Lender shall thereupon cease to be a Reference Lender, and if, as a result, there shall only be one Reference Lender remaining, the Administrative Agent (with the consent of IBM) shall, by notice to the Borrowers This Agreement and the Lenders, designate another Lender as a Reference Lender so that there shall at all times be at least two Reference Lenders. (d) Each Reference Lender shall use its best efforts to furnish quotations of rates to the Administrative Agent on a timely basis as contemplated hereby. If any of the Reference Lenders shall be unable or shall otherwise fail to supply such rates to the Administrative Agent upon its request, the rate of interest shall, other Loan Documents are subject to the provisions express condition that at no time shall Borrower be required to pay interest on the principal balance of Section 2.14the Loans at a rate which could subject the Lenders to either civil or criminal liability as a result of being in excess of the Maximum Legal Rate. If by the terms of this Agreement or any other Loan Document, Borrower is at any time required or obligated to pay interest on the Loans at a rate in excess of the Maximum Legal Rate, then the rate or rates at which all or any portion of the Loans bear interest hereunder shall be deemed to be immediately reduced to the Maximum Legal Rate and all previous payments in excess of the Maximum Legal Rate shall be deemed to have been payments in reduction of principal and not on account of the interest due hereunder. All sums paid or agreed to be paid to the Lenders for the use, forbearance, or detention of the sums due under the Loans, shall, to the extent permitted by applicable law, be determined on amortized, prorated, allocated and spread throughout the basis full stated term of the quotations Loans until payment in full so that the rate or amount of interest on account of the remaining Reference Lenders or Reference LenderLoans does not exceed the Maximum Legal Rate from time to time in effect and applicable to the Loans for so long as the Loans are outstanding.

Computation of Interest and Fees. (a) Facility fees and interest (other than interest calculated on the basis of the Prime Rate) shall be calculated on the basis of a 360-day year for the actual days elapsed. Interest calculated on the basis of the Prime Rate shall be calculated on the basis of a 365- (or 366-, as the case may be) day year for the actual days elapsed. The Administrative Agent shall as soon as practicable notify give prompt Notice to the relevant Borrower and the Lenders of each determination of a Eurodollar Rate. Any change in the interest rate on a US$ Loan resulting from a change in the ABR shall become effective as of the opening of business on the day on which such change becomes effective. The Administrative Agent shall as soon as practicable notify the relevant Borrower and the Lenders of the effective date applicable interest rate determined by the Agent for purposes of Section 2.04(a)(ii). The Agent shall give Notice to the Borrower and the amount Lenders of the applicable interest rate determined by the Agent for purposes of clauses (i) or (iii) of Section 2.04(a) promptly upon request, and in any event at least three Business Days prior to each such change in interest rateInterest Payment Date applicable thereto. (b) Each determination Subject to Section 2.15 and the Term SOFR Temporary Fallback Period, in the event, prior to the commencement of an interest rate any Interest Period relating to any Term SOFR Loans, the Agent shall determine or be notified by the Administrative Agent pursuant Majority Lenders that adequate and reasonable methods do not exist for ascertaining the Term SOFR Reference Rate that would otherwise determine the rate of interest to any provision of this Agreement be applicable to such Term SOFR Loans (which shall be conclusive and binding on the Borrowers Borrower and the Lenders in the absence of manifest error. The Administrative Agent shallLenders), at the request of or that Term SOFR, due to circumstances affecting the relevant Borrowermarket or markets generally, deliver will not adequately reflect the cost to the Majority Lenders of making or maintaining such Term SOFR Loans during such Interest Period, the Agent shall forthwith give Notice of such determination to the Borrower a statement showing and the quotations furnished by the Reference Lenders Lenders. In such event (if anya) used by the Administrative Agent in determining any interest rate Interest Rate Notice with respect to Term SOFR Loans shall be automatically withdrawn and such Interest Rate Notice shall, unless otherwise elected by the Borrower, be deemed to be a Eurodollar request for Daily SOFR Loans (or Base Rate Loans if the circumstances in Section 2.05(b) apply at such time), (b) unless otherwise elected by the Borrower, each such Term SOFR Loan will automatically, on the last day of the then current Interest Period thereof, become a Daily SOFR Loan (or an Index a Base Rate Competitive Loan.Loan if the circumstances in Section 2.05(b) apply at such time), and (c) the obligations of the Lenders to make such Term SOFR Loans shall be suspended until the Agent or the Majority Lenders determine that the circumstances giving rise to such suspension no longer exist, whereupon the Agent or, as the case may be, the Agent upon the instruction of the Majority Lenders, shall so notify the Borrower and the Lenders. Each affected ▇▇▇▇▇▇ agrees that it shall forthwith give Notice of such fact to the Borrower and the Agent at such time as the circumstances described in the first sentence of this Section 2.05(b) no longer pertain to it. It is understood and agreed that if the circumstances giving rise to such suspension relate only to certain tenors, the provisions set forth in this subsection (a) shall only apply to such tenors (and all other Available Tenors shall continue to be available to the Borrower). 50 (c) If Subject to Section 2.15 and the Daily SOFR Temporary Fallback Period, in the event the Agent shall determine or be notified by the Majority Lenders that adequate and reasonable methods do not exist for ascertaining the rate of interest to be applicable to any Reference Lender Daily SOFR Loan (which shall for be conclusive and binding on the Borrower and the Lenders), or that SOFR, due to circumstances affecting the relevant market or markets generally, will not adequately reflect the cost to the Majority Lenders of making or maintaining any reason no longer have a Revolving Credit CommitmentDaily SOFR Loan, the Agent shall forthwith give Notice of such Reference Lender determination to the Borrower and the Lenders. In such event (a) any Interest Rate Notice with respect to Daily SOFR Loans shall thereupon cease be automatically withdrawn (after the end of the Daily SOFR Temporary Fallback Period) and any Interest Rate Notice shall be deemed to be a Reference Lenderrequest for Base Rate Loans, (b) each Daily SOFR Loan will automatically become a Base Rate Loan on the first Business Day immediately after the Daily SOFR Temporary Fallback Period, and if(c) the obligations of the Lenders to make Daily SOFR Loans shall be suspended until the Agent or the Majority Lenders determine that the circumstances giving rise to such suspension no longer exist, whereupon the Agent or, as a result, there shall only be one Reference Lender remainingthe case may be, the Administrative Agent (with upon the consent instruction of IBM) shallthe Majority Lenders, by notice to shall so notify the Borrowers Borrower and the Lenders, designate another Lender . Each affected ▇▇▇▇▇▇ agrees that it shall forthwith give Notice of such fact to the Borrower and the Agent at such time as a Reference Lender so that there shall at all times be at least two Reference Lendersthe circumstances described in the first sentence of this Section 2.05(c) no longer pertain to it. (d) Each Reference Lender On the date on which the aggregate unpaid principal amount of Term SOFR Loans comprising any Borrowing shall use its best efforts be reduced, by payment or prepayment or otherwise, to furnish quotations less than US$10,000,000, such Loans shall automatically Convert into a Daily SOFR Loan (or a Base Rate Loan if the circumstances in Section 2.05(c) apply at such time). (e) Upon the occurrence and during the continuance of rates any Event of Default (i) each Term SOFR Loan will, at the written election of the Majority Lenders, on the last day of such Interest Period therefor (or, automatically in the case of an Event of Default set forth in Section 8.01(f) or Section 8.01(g) shall have occurred), Convert into a Base Rate Loan, (ii) each Daily SOFR Loan will, at the written election of the Majority Lenders (or, automatically in the case of an Event of Default set forth in Section 8.01(f) or Section 8.01(g) shall have occurred), Convert into a Base Rate Loan and (iii) the obligation of the Lenders to make, or to Convert Loans into, SOFR Loans shall be suspended. (f) If, as a result of any restatement of or other adjustment to the Administrative Agent on financial statements of OpCo or for any other reason, the Borrower or the Lenders determine that (i) the OpCo Leverage Ratio as calculated by the Borrower as of any applicable date was inaccurate and (ii) a timely basis as contemplated hereby. If any proper calculation of the Reference Lenders OpCo Leverage Ratio would have resulted in higher pricing for such period, the Borrower shall immediately and retroactively be unable or shall otherwise fail obligated to supply such rates pay to the Administrative Agent upon its requestfor the account of the applicable Lenders or the Issuing Banks, as the rate case may be, promptly within five (5) Business Days of demand by the Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to either Borrower under the Bankruptcy Code of the United States, automatically and without further action by the Agent, any Lender or any Issuing Bank), an amount equal to the excess of the amount of interest shall, subject to and fees that should have been paid for such period over the provisions amount of Section 2.14, be determined on interest and fees actually paid for such period. This paragraph shall not limit the basis rights of the quotations Agent, any Lender or any Issuing Bank, as the case may be, under Section 3.03(c), 3.07(b) or 2.04(c) or under Article 8. The Borrower’s obligations under this paragraph shall survive the termination of the remaining Reference Lenders or Reference LenderCommitments and the repayment of all other Obligations hereunder.

Computation of Interest and Fees. (a) Facility fees and interest (and, other than interest when calculated on the basis of the Prime Rate) , interest shall be calculated on the basis of a 360-day year for the actual days elapsed. Interest ; and, when calculated on the basis of the Prime Rate Rate, interest shall be calculated on the basis of a 365- (or 366-, as the case may be) day year for the actual days elapsed; PROVIDED that interest on all Eurocurrency Loans denominated in Belgian francs or British pounds sterling ("Euro sterling") shall be calculated on the basis of a 365- (or 366-, as the case may be) day year for the actual days elapsed. The Administrative Agent shall as soon as practicable notify the relevant Borrower and the affected Lenders of each determination of a Eurodollar Eurocurrency Rate. Any change in the interest rate on a US$ Loan or the Applicable Facility Fee Rate resulting from a change in (i) the ABR or the Eurocurrency Reserve Requirements shall become effective as of the opening of business on the day on which such change becomes effectiveeffective and (ii) the Leverage Ratio of the Company and its Subsidiaries shall become effective as of the opening of business on the date upon which the Administrative Agent receives the financial statements required to be delivered pursuant to subsection 13.1 which evidence such change in the Leverage Ratio. The Administrative Agent shall as soon as practicable notify the relevant Borrower and the affected Lenders of the effective date and the amount of each such change in interest rate. (b) Each determination of an interest rate by the Administrative Agent pursuant to any provision of this Agreement shall be conclusive and binding on the Borrowers and the Lenders in the absence of manifest error. The Administrative Agent shall, at the request of the relevant any Borrower, deliver to such Borrower a statement showing the quotations furnished by the Reference Lenders (if any) used by the Administrative Agent in determining any interest rate pursuant to subsection 10.9(a) which is applicable to the Loans of such Borrower and, with respect to a Eurodollar Loan Loans made to French Borrowers or an Index Rate Competitive Loan. (c) If any Reference Lender shall for any reason no longer have a Revolving Credit Commitment, such Reference Lender shall thereupon cease to be a Reference Lender, and if, as a result, there shall only be one Reference Lender remainingin French Francs, the Administrative Agent overall interest rate (with the consent of IBM"taux effectif global") shall, by notice applicable to the Borrowers and the Lenders, designate another Lender as a Reference Lender so that there shall at all times be at least two Reference Lenderssuch Loans. (d) Each Reference Lender shall use its best efforts to furnish quotations of rates to the Administrative Agent on a timely basis as contemplated hereby. If any of the Reference Lenders shall be unable or shall otherwise fail to supply such rates to the Administrative Agent upon its request, the rate of interest shall, subject to the provisions of Section 2.14, be determined on the basis of the quotations of the remaining Reference Lenders or Reference Lender.

Computation of Interest and Fees. (a) Facility fees and interest (other than interest and, whenever it is calculated on the basis of the Prime Rate, interest shall be calculated on the basis of a 365- (or 366-, as the case may be) day year for the actual days elapsed; and, otherwise, interest shall be calculated on the basis of a 360-day year for the actual days elapsed. Interest calculated ; PROVIDED that interest on the basis of the Prime Rate all Eurocurrency Loans denominated in Belgian francs or British pounds sterling ("Euro sterling") shall be calculated on the basis of a 365- (or 366-, as the case may be) day year for the actual days elapsed. The Administrative Agent shall as soon as practicable notify the relevant Borrower and the affected Lenders of each determination of a Eurodollar Eurocurrency Rate. Any change in the interest rate on a US$ Loan resulting from a change in (i) the ABR or the Eurocurrency Reserve Requirements shall become effective as of the opening of business on the day on which such change becomes effectiveeffective and (ii) the Leverage Ratio of the Company and its Subsidiaries shall become effective as of the opening of business on the date upon which the Administrative Agent receives the financial statements required to be delivered pursuant to subsection 10.1 which evidence such change in the Leverage Ratio. The Administrative Agent shall as soon as practicable notify the relevant Borrower and the affected Lenders of the effective date and the amount of each such change in interest rate. (b) Each determination of an interest rate by the Administrative Agent pursuant to any provision of this Agreement shall be conclusive and binding on the Borrowers and the Lenders in the absence of manifest error. The Administrative Agent shall, at the request of the relevant any Borrower, deliver to such Borrower a statement showing the quotations furnished by the Reference Lenders (if any) used by the Administrative Agent in determining any interest rate pursuant to subsection 7.9(a) which is applicable to the Loans of such Borrower and, with respect to a Eurodollar Loan Loans made to French Borrowers or an Index Rate Competitive Loan. (c) If any Reference Lender shall for any reason no longer have a Revolving Credit Commitment, such Reference Lender shall thereupon cease to be a Reference Lender, and if, as a result, there shall only be one Reference Lender remainingin French Francs, the Administrative Agent overall interest rate (with the consent of IBM"taux effectif global") shall, by notice applicable to the Borrowers and the Lenders, designate another Lender as a Reference Lender so that there shall at all times be at least two Reference Lenderssuch Loans. (d) Each Reference Lender shall use its best efforts to furnish quotations of rates to the Administrative Agent on a timely basis as contemplated hereby. If any of the Reference Lenders shall be unable or shall otherwise fail to supply such rates to the Administrative Agent upon its request, the rate of interest shall, subject to the provisions of Section 2.14, be determined on the basis of the quotations of the remaining Reference Lenders or Reference Lender.

Computation of Interest and Fees. (a) Facility fees and interest (other than interest calculated on the basis of the Prime Rate) shall be calculated on the basis of a 360-day year for the actual days elapsed. Interest calculated on the basis of the Prime Rate shall be calculated on the basis of a 365- (or 366-, as the case may be) day year for the actual days elapsed. The Administrative Agent shall as soon as practicable notify give prompt Notice to the relevant Borrower and the Lenders of each determination of a Eurodollar Rate. Any change in the interest rate on a US$ Loan resulting from a change in the ABR shall become effective as of the opening of business on the day on which such change becomes effective. The Administrative Agent shall as soon as practicable notify the relevant Borrower and the Lenders of the effective date and applicable interest rate determined by the amount Administrative Agent for purposes of each such change in interest rateSection 2.04(a)(i) or (ii). (b) Each determination In the event, prior to the commencement of an interest rate by the Administrative Agent pursuant any Interest Period relating to any provision Term SOFR Loans, any Lender (in this context, an “Affected Lender”) determines that (i) adequate and reasonable methods do not exist for ascertaining Term SOFR that would otherwise determine the rate of this Agreement interest to be applicable to any Term SOFR Loans or (ii) Term SOFR will not adequately reflect the cost to such Affected Lender of making, funding or maintaining its Term SOFR Loans, during any Interest Period, such Affected Lender shall forthwith give Notice of such determination (which shall be conclusive and binding on the Borrowers Borrower) to the Borrower and the Lenders in Administrative Agent. In the absence of manifest error. The Administrative Agent shall, at the request of the relevant Borrower, deliver to such Borrower a statement showing the quotations furnished by the Reference Lenders (if any) used by event that the Administrative Agent in determining receives such notices from Affected Lenders who collectively comprise the Majority Lenders, the Administrative Agent shall forthwith give Notice of such fact to the Borrower and the Lenders, and as a result thereof, (x) any interest rate Interest Rate Notice with respect to Term SOFR Loans shall be automatically withdrawn and any Interest Rate Notice shall be deemed a Eurodollar request for a Base Rate Loan, (y) each Term SOFR Loan or an Index will automatically, on the last day of the then current Interest Period thereof, become a Base Rate Competitive Loan, and (z) the obligations of the Lenders to make Term SOFR Loans shall be suspended until the Majority Lenders determine that the circumstances giving rise to such suspension no longer exist, whereupon the Administrative Agent, upon the instruction of the Majority Lenders, shall so notify the Borrower and the Lenders. Each Affected Lender agrees that it shall forthwith give Notice of such fact to the Borrower and the Administrative Agent at such time as the circumstances described in the first sentence of this clause (b) no longer pertain to it. (c) If any Reference Lender On the date on which the aggregate unpaid principal amount of all Term SOFR Loans shall for any reason no longer have a Revolving Credit Commitmentbe reduced, by payment or prepayment or otherwise, to less than $1,000,000, such Reference Lender Loans shall thereupon cease to be a Reference Lender, and if, as a result, there shall only be one Reference Lender remaining, the Administrative Agent (with the consent of IBM) shall, by notice to the Borrowers and the Lenders, designate another Lender as a Reference Lender so that there shall at all times be at least two Reference Lendersautomatically Convert into Base Rate Loans. (d) Each Reference Lender Upon the occurrence and during the continuance of any Event of Default (i) each Term SOFR Loan will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Loan and (ii) the obligation of the Lenders to make, or to Convert Loans into, Term SOFR Loans shall use its best efforts be suspended. (e) If, as a result of any restatement of or other adjustment to furnish quotations the financial statements of rates the Borrower or for any other reason, the Borrower or the Lenders determine that (i) the Borrower Leverage Ratio as calculated by the Borrower as of any applicable date was inaccurate and (ii) a proper calculation of the Borrower Leverage Ratio would have resulted in higher pricing for such period, the Borrower shall immediately and retroactively be obligated to pay to the Administrative Agent on a timely basis as contemplated hereby. If any for the account of the Reference applicable Lenders shall be unable or shall otherwise fail to supply such rates to the Issuing Banks, as the case may be, promptly within five (5) Business Days of demand by the Administrative Agent upon its request(or, after the rate occurrence of an actual or deemed entry of an order for relief with respect to the Borrower under the Bankruptcy Code of the United States, automatically and without further action by the Administrative Agent, any Lender or any Issuing Bank), an amount equal to the excess of the amount of interest shalland fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of Administrative Agent, subject to any Lender or any Issuing Bank, as the provisions of case may be, under Section 2.142.04(c), be determined on Section 3.07(b) or under Article 8. The Borrower’s obligations under this paragraph shall survive the basis termination of the quotations Commitments and the repayment of the remaining Reference Lenders or Reference Lenderall other Obligations hereunder.

Computation of Interest and Fees. (ak) Facility fees and interest (other than interest calculated Interest on all Loans shall be computed on the basis of the Prime Rate) shall be calculated on actual number of days elapsed over a year of 360 days or, in the basis case of a 360-day year for the actual days elapsed. Interest calculated on the basis of the Base Rate Loans and Canadian Prime Rate shall be calculated on Loans, a year of 365 or 366 days as appropriate (in each case including the basis of a 365- (or 366-, as first day but excluding the case may be) day year for the actual days elapsedlast day). The Administrative Agent shall as soon as practicable notify the relevant Borrower and the Lenders of each determination of a Eurodollar Rate. Any change in the interest rate on a US$ Loan resulting from a change in the ABR shall become effective as of the opening of business on the day on which such change becomes effective. The Administrative Agent shall as soon as practicable notify the relevant Borrower and the Lenders of the effective date and the amount of each such change in interest rate. (b) Each determination of an interest rate by the Administrative Agent pursuant to any provision of this Agreement shall be conclusive and binding on the Borrowers each Borrower and the Lenders in the absence of manifest error. All fees shall be computed on the basis of a year composed of twelve 30-day months. The Administrative Agent shall, at the any time and from time to time upon request of the relevant BorrowerCompany, deliver to such Borrower the Company a statement showing the quotations furnished by the Reference Lenders (if any) used by the Administrative Agent in determining any interest rate with respect applicable to a Eurodollar Loan Revolving Credit Loans or an Index Rate Competitive LoanTerm Loans pursuant to this Agreement. (ca) If any Reference Lender shall for any reason no longer have a Revolving Credit Commitment, such Reference Lender shall thereupon cease to be a Reference Lender, and if, as a resultresult thereof, there shall only be one Reference Lender remaining, the Administrative Company and the Agent (after consultation with the consent of IBMLenders) shall, by notice to the Borrowers and the Lenders, designate another Lender as a Reference Lender so that there shall at all times be at least two Reference Lenders. (db) Each Reference Lender shall use its best efforts to furnish quotations of rates to the Administrative Agent on a timely basis as contemplated hereby. If any of the Reference Lenders shall be unable or shall otherwise fail to supply such rates to the Administrative Agent upon its request, the rate of interest shall, subject to the provisions of Section 2.14subsection 2.17, be determined on the basis of the quotations of the remaining Reference Lenders. (c) With respect to Loans made to a Canadian Revolving Credit Borrower, whenever a rate of interest hereunder is calculated on the basis of a year (the “deemed year”) which contains fewer days than the actual number of days in the calendar year of calculation, such rate of interest shall be expressed as a yearly rate for purposes of the Interest Act (Canada) by multiplying such rate of interest by the actual number of days in the calendar year of calculation and dividing it by the number of days in the deemed year. (d) With respect to Loans made to a Canadian Revolving Credit Borrower, the principle of deemed reinvestment of interest shall not apply to any interest calculation under this Agreement; all interest payments to be made hereunder shall be paid without allowance or deduction for reinvestment or otherwise, before and after maturity, default and judgment. The rates of interest specified in this Agreement are intended to be nominal rates and not effective rates. Interest calculated hereunder shall be calculated using the nominal rate method and not the effective rate method of calculation. (e) Notwithstanding any provision of this Agreement, in no event shall the aggregate “interest” (as defined in Section 347 of the Criminal Code (Canada)) payable by a Canadian Revolving Credit Borrower under this Agreement exceed the effective annual rate of interest on the “credit advanced” (as defined in the Section) under this Agreement lawfully permitted by that Section and, if any payment, collection or demand pursuant to this Agreement in respect of “interest” (as defined in that Section) is determined to be contrary to the provisions of that Section, such payment, collection or demand shall be deemed to have been made by mutual mistake of such Canadian Revolving Credit Borrower, the Canadian Sub-Agent and the Canadian Revolving Credit Lenders and the amount of such payment or Reference Lendercollection shall be refunded to such Canadian Revolving Credit Borrower. For the purposes of this Agreement, the effective annual rate of interest shall be determined in accordance with generally accepted actuarial practices and principles over the relevant term and, in the event of a dispute, a certificate of a Fellow of the Canadian Institute of Actuaries appointed by the Canadian Sub-Agent will be prima facie evidence of such rate.

Computation of Interest and Fees. (a) Facility fees and interest (other than interest calculated Interest based on the basis of the Prime Rate) Adjusted LIBOR Rate and any fees shall be calculated on the basis of a 360-day year for the actual days elapsed. Interest calculated ; and interest based on the basis of the Prime ABR Rate shall be calculated on the basis of a 365- 365-day year (or 366-366-day year, as the case may be) day year for the actual days elapsed. The Administrative Agent shall as soon as practicable notify the relevant Parent Borrower and the affected Lenders of each determination of a Eurodollar an Adjusted LIBOR Rate. Any change in the interest rate on a US$ Loan resulting from a change in the ABR or the Statutory Reserves shall become effective as of the opening of business on the day on which such change becomes effective. The Administrative Agent shall as soon as practicable notify the relevant Parent Borrower and the affected Lenders of the effective date and the amount of each such change in interest rate. (b) Each determination of an interest rate by the Administrative Agent pursuant to any provision of this Agreement shall be conclusive and binding on each of the Borrowers and the Lenders in the absence of manifest error. The Administrative Agent shall, at the request of the relevant BorrowerBorrower Representative or any Lender, deliver to the Borrower Representative or such Borrower Lender a statement showing in reasonable detail the quotations furnished by the Reference Lenders (if any) calculations used by the Administrative Agent in determining any interest rate with respect pursuant to a Eurodollar subsection 4.1, excluding any Adjusted LIBOR Rate which is based upon the Reuters Monitor Money Rates Services page and any ABR Loan or an Index Rate Competitive Loanwhich is based upon the Prime Rate. (c) If any Upon the request of the Administrative Agent, each Reference Bank (whether or not currently a Lender shall for any reason no longer have a Revolving Credit Commitmenthereunder) agrees that, if such Reference Lender shall thereupon cease Bank is currently providing quotes for deposits in Dollars to be a Reference Lenderleading banks in the London interbank market, it will promptly (and if, as a result, there shall only be one Reference Lender remaining, no later than the Business Day following any such request) supply the Administrative Agent (with the consent rate quoted by such Reference Bank to leading banks in the London interbank market two Business Days before the first day of IBM) shall, by notice the relevant Interest Period for deposits in Dollars of a duration equal to the Borrowers and the Lenders, designate another Lender as a Reference Lender so that there shall at all times be at least two Reference Lendersduration of such Interest Period. (d) Each Reference Lender shall use its best efforts to furnish quotations of rates to the Administrative Agent on a timely basis as contemplated hereby. If any of the Reference Lenders shall be unable or shall otherwise fail to supply such rates to the Administrative Agent upon its request, the rate of interest shall, subject to the provisions of Section 2.14, be determined on the basis of the quotations of the remaining Reference Lenders or Reference Lender.

Computation of Interest and Fees. (a) Facility fees and All computations of interest (other than interest calculated for Base Rate Loans when the Base Rate is determined by reference to the “prime rate” shall be made on the basis of a year of 365 or 366 days, as the Prime Rate) case may be, and actual days elapsed. All other computations of fees and interest shall be calculated made on the basis of a 360-day year for the and actual days elapsed. Interest calculated on the basis of the Prime Rate shall be calculated elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365- (or 366-, as the case may be) 365-day year year). Interest shall accrue on each Loan for the actual days elapsed. The Administrative Agent shall as soon as practicable notify the relevant Borrower and the Lenders of each determination of a Eurodollar Rate. Any change in the interest rate on a US$ Loan resulting from a change in the ABR shall become effective as of the opening of business on the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such change becomes effectiveportion is paid, provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear interest for one day. The Each determination by the Administrative Agent of an interest rate or fee hereunder shall as soon as practicable notify the relevant Borrower be conclusive and the Lenders of the effective date and the amount of each such change in interest ratebinding for all purposes, absent manifest error. (b) Each determination of an interest rate by the Administrative Agent pursuant to any provision of this Agreement shall be conclusive interest and binding on fees payable by the Borrowers and the Lenders Borrower hereunder, in the absence of manifest error, shall be conclusive and binding upon all parties hereto. The Administrative Agent shallNotwithstanding the foregoing, at in the request of the relevant Borrower, deliver to such Borrower a statement showing the quotations furnished by the Reference Lenders (if any) used by event that the Administrative Agent in determining determines that there has been an underpayment or overpayment of any interest rate with respect to a Eurodollar Loan or an Index Rate Competitive Loan. (c) If any Reference Lender shall for any reason no longer have a Revolving Credit Commitment, such Reference Lender shall thereupon cease to be a Reference Lender, and if, as a result, there shall only be one Reference Lender remainingof fees payable by the Borrower hereunder, the Administrative Agent (with shall promptly notify the consent of IBM) shall, by notice to the Borrowers Borrower and the LendersLenders thereof, designate another Lender as a Reference Lender so that there and the Borrower shall at all times be at least two Reference Lenders. (d) Each Reference Lender shall use its best efforts to furnish quotations of rates pay to the Administrative Agent on a timely basis as contemplated hereby. If any for the account of the Reference applicable Lenders (in the case of any underpayment) or the applicable Lenders shall be unable or shall otherwise fail to supply such rates pay to the Administrative Agent upon its requestfor the account of the Borrower (in the case of any overpayment), the rate any amount due as a result of interest shallsuch reconciliation, subject to the provisions of Section 2.14, be determined on the basis of the quotations of the remaining Reference Lenders or Reference Lendernext regularly occurring payment date for such fee.

Computation of Interest and Fees. (a) Facility fees and interest (other than interest in respect of the ABR Loans shall be calculated on the basis of a 365 (or 366, as the case may be) day year for the actual days elapsed. Interest in respect of the letter of credit commissions shall be calculated on the basis of a 360 day year for the actual days elapsed. The Administrative Agent shall as soon as practicable notify the Borrower, the Subsidiary Borrowers and the Lenders of each determination of a LIBOR Rate. Any change in the interest rate on a Loan resulting from a change in the ABR shall become effective as of the opening of business on the day on which such change in the ABR shall become effective. (b) Each determination of an interest rate by the Administrative Agent pursuant to any provision of this Agreement shall be conclusive and binding on the Borrower and the Subsidiary Borrowers absent manifest error. (c) Interest (other than interest based on the Prime Rate) shall be calculated on the basis of a 360-day year for the actual days elapsed. Interest calculated elapsed (subject, in the case of any LIBOR Loan in an Optional Currency, to any market convention for a different basis); and commitment fees and interest based on the basis of the Prime Rate shall be calculated on the basis of a 365- (or 366-, as the case may be) day year for the actual days elapsed. The Administrative Agent shall as soon as practicable notify the relevant Borrower and the affected Lenders of each determination of a Eurodollar LIBOR Rate. Any change in the interest rate on a US$ Loan resulting from a change in the ABR ABR, the LIBOR Reserve Requirements, the MLA Costs, the C/D Assessment Rate or the C/D Reserve Percentage shall become effective as of the opening of business on the day on which such change becomes effective. The Administrative Agent shall as soon as practicable notify the relevant Borrower and the affected Lenders of the effective date and the amount of each such change in interest rate. (bd) Each determination of an interest rate by the Administrative Agent pursuant to any provision of this Agreement shall be conclusive and binding on each of the Borrower, the Subsidiary Borrowers and the Lenders in the absence of manifest error. The Administrative Agent shall, at the request of the relevant BorrowerBorrower or a Subsidiary Borrower or any Lender, deliver to the Borrower or a Subsidiary Borrower or such Borrower Lender a statement showing in reasonable detail the quotations furnished by the Reference Lenders (if any) calculations used by the Administrative Agent in determining any interest rate with respect pursuant to a Eurodollar Loan or an Index Rate Competitive Loansubsection 2.12, excluding any LIBOR Base rate which is based upon the British Bankers Assoc. Interest Settlement Rates Page and any ABR which is based upon the Prime Rate. (c) If any Reference Lender shall for any reason no longer have a Revolving Credit Commitment, such Reference Lender shall thereupon cease to be a Reference Lender, and if, as a result, there shall only be one Reference Lender remaining, the Administrative Agent (with the consent of IBM) shall, by notice to the Borrowers and the Lenders, designate another Lender as a Reference Lender so that there shall at all times be at least two Reference Lenders. (d) Each Reference Lender shall use its best efforts to furnish quotations of rates to the Administrative Agent on a timely basis as contemplated hereby. If any of the Reference Lenders shall be unable or shall otherwise fail to supply such rates to the Administrative Agent upon its request, the rate of interest shall, subject to the provisions of Section 2.14, be determined on the basis of the quotations of the remaining Reference Lenders or Reference Lender.

Computation of Interest and Fees. (a) Facility fees and interest Interest (other than interest calculated based on the basis of the Prime Base Rate) shall be calculated on the basis of a 360-day year for the actual days elapsed. Interest calculated ; and interest based on the basis of the Prime Base Rate shall be calculated on the basis of a 365- 365-day year (or 366-366-day year, as the case may be) day year for the actual days elapsed. The Administrative Agent shall as soon as practicable notify the relevant Borrower Representative and the affected Lenders of each determination of a Eurodollar an Adjusted LIBOR Rate. Any change in the interest rate on a US$ Loan resulting from a change in the ABR Alternate Base Rate or the Statutory Reserves shall become effective as of the opening of business on the day on which such change becomes effective. The Administrative Agent shall as soon as practicable notify the relevant Borrower Representative and the affected Lenders of the effective date and the amount of each such change in interest rate. The amount and timing of payments of interest and fees in respect of any Ancillary Facility will be agreed by the relevant Ancillary Lender and the Borrower Representative under such Ancillary Facility based on market rates and terms. (b) Each determination of an interest rate by the Administrative Agent pursuant to any provision of this Agreement shall be conclusive and binding on each of the Borrowers and the Lenders in the absence of manifest error. The Administrative Agent shall, at the request of the relevant BorrowerBorrower Representative or any Lender, deliver to the Borrower Representative or such Borrower Lender a statement showing in reasonable detail the quotations furnished by the Reference Lenders (if any) calculations used by the Administrative Agent in determining any interest rate with respect pursuant to a Eurodollar Subsection 4.1, excluding any LIBOR Rate which is based upon the Reuters Monitor Money Rates Service page and any ABR Loan or an Index Rate Competitive Loanwhich is based upon the Alternate Base Rate. (c) If any Upon the request of the Administrative Agent, each Reference Bank (whether or not currently a Lender shall for any reason no longer have a Revolving Credit Commitmenthereunder) agrees that, if such Reference Lender shall thereupon cease Bank is currently providing quotes for deposits in Euro and/or any Designated Currency to be a Reference Lenderleading banks in the London interbank market, it will promptly (and if, as a result, there shall only be one Reference Lender remaining, no later than the Business Day following any such request) supply the Administrative Agent (with the consent rate quoted by such Reference Bank to leading banks in the London interbank market two Business Days before the first day of IBM) shallthe relevant Interest Period for deposits in Euro and/or any Designated Currency, by notice as applicable, of a duration equal to the Borrowers and the Lenders, designate another Lender as a Reference Lender so that there shall at all times be at least two Reference Lenders. (d) duration of such Interest Period. Each Reference Lender shall use its best efforts to furnish quotations of rates to Bank agrees, with and for the Administrative Agent on a timely basis as contemplated hereby. If any benefit of the Reference Lenders shall be unable or shall otherwise fail Borrowers, to supply such rates to the Administrative Agent upon comply with its request, the rate of interest shall, subject to the provisions of Section 2.14, be determined on the basis obligations under Subsection 4.6(c) of the quotations of the remaining Reference Lenders or Reference LenderSecond Lien Credit Agreement.

Computation of Interest and Fees. (a) Facility fees and interest (other than interest Whenever it is calculated on the basis of the Prime Rate) shall be calculated on the basis of a 360-day year for the actual days elapsed. Interest calculated on the basis of the Prime Rate , interest shall be calculated on the basis of a 365- (or 366-, as the case may be) day year for the actual days elapsed; and, otherwise, interest and fees shall be calculated on the basis of a 360-day year for the actual days elapsed. The Administrative Agent shall as soon as practicable notify the relevant Borrower and the Lenders of each determination of a Eurodollar Rate. Any change in the interest rate on a US$ Loan resulting from a change in the ABR ABR, the Eurodollar Reserve Requirements, the C/D Assessment Rate or the C/D Reserve Percentage shall become effective as of the opening of business on the day on which such change becomes effective. The Administrative Agent shall as soon as practicable notify the relevant Borrower and the Lenders of the effective date and the amount of each such change in interest rate. (b) Each determination of an interest rate by the Administrative Agent pursuant to any provision of this Agreement shall be conclusive and binding on the Borrowers Borrower and the Lenders in the absence of manifest error. The Administrative Agent shall, at the request of the relevant Borrower, deliver to such the Borrower a statement showing the quotations furnished by the Reference Lenders (if any) used by the Administrative Agent in determining any interest rate with respect pursuant to a Eurodollar Loan subsections 3.4(a), (b) or an Index Rate Competitive Loan(d). (c) If any Reference Lender shall for any reason no longer have a Revolving Credit CommitmentCommitment or any Loans, such Reference Lender shall thereupon cease to be a Reference Lender, and if, as a result, there shall only be one Reference Lender remaining, the Administrative Agent (after consultation with the Lenders and with the consent of IBMthe Borrower (which consent shall not be unreasonably withheld)) shall, by notice to the Borrowers Borrower and the Lenders, designate another Lender as a Reference Lender so that there shall at all times be at least two Reference Lenders. (d) Each Reference Lender shall use its best efforts to furnish quotations of rates to the Administrative Agent on a timely basis as contemplated hereby. If any of the Reference Lenders shall be unable or shall otherwise fail to supply such rates to the Administrative Agent upon its request, the rate of interest shall, subject to the provisions of Section 2.14subsection 3.6, be determined on the basis of the quotations of the remaining Reference Lenders or Reference Lender.

Computation of Interest and Fees. (a) Facility Interest and fees and interest (other than interest calculated on the basis of the Prime Rate) payable pursuant hereto shall be calculated on the basis of a 360-day year for the actual days elapsed. Interest calculated on the basis of the Prime Rate shall be calculated on the basis of a 365- (or 366-, as the case may be) day year for the actual days elapsed. The Administrative Agent shall as soon as practicable notify the relevant Borrower and the relevant Lenders of each determination of a Eurodollar LIBOR Rate. Any change in the interest rate on a US$ Revolving Loan resulting from a change in the ABR Base Rate or the Eurocurrency Reserve Requirements shall become effective as of the opening of business on the day on which such change becomes effective. The Administrative Agent shall as soon as practicable notify the relevant Borrower and the relevant Lenders of the effective date and the amount of each such change in interest rate. Notwithstanding anything to the contrary in this Section, the Borrower shall not be required to compensate a Lender pursuant to this Section for any change in Eurocurrency Reserve Requirement that occurs more than three months prior to the date that such Lender notifies the Borrower of such change; provided that, if the change in Eurocurrency Reserve Requirement has a retroactive effect, then such three-month period shall be extended to include the period of such retroactive effect. (b) Each determination of an interest rate by the Administrative Agent pursuant to any provision of this Agreement shall be conclusive and binding on the Borrowers Borrower and the Lenders in the absence of manifest error. The Administrative Agent shall, at the request of the relevant Borrower, deliver to such the Borrower a statement showing the quotations furnished by the Reference Lenders (if any) used by the Administrative Agent in determining any interest rate with respect pursuant to a Eurodollar Loan or an Index Rate Competitive LoanSection 2.9(a). (c) If any Reference Lender shall for any reason no longer have a Revolving Credit Commitment, such Reference Lender shall thereupon cease to be a Reference Lender, and if, as a result, there shall only be one Reference Lender remaining, the Administrative Agent (with the consent of IBM) shall, by notice to the Borrowers and the Lenders, designate another Lender as a Reference Lender so that there shall at all times be at least two Reference Lenders. (d) Each Reference Lender shall use its best efforts to furnish quotations of rates to the Administrative Agent on a timely basis as contemplated hereby. If any of the Reference Lenders shall be unable or shall otherwise fail to supply such rates to the Administrative Agent upon its request, the rate of interest shall, subject to the provisions of Section 2.14, be determined on the basis of the quotations of the remaining Reference Lenders or Reference Lender.

Computation of Interest and Fees. (a) Facility fees and interest Interest (other than interest calculated based on the basis of the Prime Base Rate) shall be calculated on the basis of a 360-day year for the actual days elapsed. Interest calculated ; and interest based on the basis of the Prime Base Rate shall be calculated on the basis of a 365- 365-day year (or 366-366-day year, as the case may be) day year for the actual days elapsed. The Administrative Agent shall as soon as practicable notify the relevant Borrower and the affected Lenders of each determination of a Eurodollar an Adjusted LIBOR Rate. Any change in the interest rate on a US$ Loan resulting from a change in the ABR Alternate Base Rate or the Statutory Reserves shall become effective as of the opening of business on the day on which such change becomes effective. The Administrative Agent shall as soon as practicable notify the relevant Borrower and the affected Lenders of the effective date and the amount of each such change in interest rate. (b) Each determination of an interest rate by the Administrative Agent pursuant to any provision of this Agreement shall be conclusive and binding on the Borrowers Borrower and the Lenders in the absence of manifest error. The Administrative Agent shall, at the request of the relevant BorrowerBorrower or any Lender, deliver to the Borrower or such Borrower Lender a statement showing in reasonable detail the quotations furnished by the Reference Lenders (if any) calculations used by the Administrative Agent in determining any interest rate with respect pursuant to a Eurodollar Subsection 4.1, excluding any LIBOR Rate which is based upon the Reuters Monitor Money Rates Service page and any ABR Loan or an Index Rate Competitive Loanwhich is based upon the Alternate Base Rate. (c) If any Upon the request of the Administrative Agent, each Reference Bank (whether or not currently a Lender shall for any reason no longer have a Revolving Credit Commitmenthereunder) agrees that, if such Reference Lender shall thereupon cease Bank is currently providing quotes for deposits in Dollars to be a Reference Lenderleading banks in the London interbank market, it will promptly (and if, as a result, there shall only be one Reference Lender remaining, no later than the Business Day following any such request) supply the Administrative Agent (with the consent rate quoted by such Reference Bank to leading banks in the London interbank market two Business Days before the first day of IBM) shall, by notice the relevant Interest Period for deposits in Dollars of a duration equal to the Borrowers duration of such Interest Period. The Borrower agrees to keep confidential the rate quoted by any Reference Bank and the Lenders, designate another Lender as a Reference Lender so that there shall at all times be at least two Reference Lenders. (d) Each Reference Lender shall use its best efforts provided to furnish quotations of rates to it or the Administrative Agent pursuant to this Subsection 4.6(c); provided, that such rates may be disclosed to (i) to the Sponsor, CD&R, the Investors, the Borrower, any Restricted Subsidiary and to their respective officers, directors, employees, attorneys, accountants and advisors on a timely basis as contemplated hereby. If any of confidential and need-to-know basis, (ii) if the applicable Reference Lenders shall Bank consents to such proposed disclosure (such consent not to be unable unreasonably withheld) or shall otherwise fail to supply such rates (iii) to the Administrative Agent upon its request, extent necessary in connection with the rate exercise of interest shall, subject to the provisions any remedy or enforcement of Section 2.14, be determined on the basis of the quotations of the remaining Reference Lenders or Reference Lenderany rights.

Computation of Interest and Fees. (a) Facility fees and interest Interest on Alternate Base Rate Loans (other than interest Alternate Base Rate Loans based on the Federal Funds Effective Rate) shall be calculated on the basis of a 365- (or 366-, as the Prime Rate) case may be), day year for the actual days elapsed and interest on LIBOR Loans, unused commitment fees and all other Obligations of the Borrower shall be calculated on the basis of a 360-day year for the actual days elapsed. Interest calculated on the basis of the Prime Rate shall be calculated on the basis of a 365- (or 366-, as the case may be) day year for the actual days elapsed. The Administrative Agent shall as soon as practicable notify the relevant Borrower and the Lenders of each determination of a Eurodollar LIBOR Adjusted Rate. Any change in the interest rate on a US$ Loan resulting from a change in the ABR Alternate Base Rate or the LIBOR Reserve Requirements shall become effective as of the opening of business on the day on which such change in the Alternate Base Rate is announced or such change in the LIBOR Reserve Requirements becomes effective, as the case may be. The Administrative Agent shall as soon as practicable notify the relevant Borrower and the Lenders of the effective date and the amount of each such change in interest rate. (b) Each determination of an interest rate by the Administrative Agent pursuant to any provision of this Agreement shall be conclusive and binding on the Borrowers Borrower and the Lenders in the absence of manifest error. The Administrative Agent shall, at the request of the relevant Borrower, deliver to such Borrower a statement showing the quotations furnished by the Reference Lenders (if any) used by the Administrative Agent in determining any interest rate with respect to a Eurodollar Loan or an Index Rate Competitive Loan. (c) If any Reference Lender Bank's Commitment shall terminate or all of its Loans and participations in Letters of Credit shall be assigned for any reason no longer have a Revolving Credit Commitmentwhatsoever, such Reference Lender Bank shall thereupon cease to be a Reference LenderBank, and if, as a resultresult of the foregoing, there shall would only be one Reference Lender Bank remaining, the Administrative Agent and the Arrangers (after consultation with the consent of IBMBorrower and the Lenders) shall, by notice to the Borrowers Borrower and the Lenders, designate another Lender reasonably acceptable to the Borrower as a Reference Lender Bank so that there shall at all times be at least two Reference LendersBanks. (d) Each Reference Lender Bank shall use its best efforts to furnish quotations of rates to the Administrative Agent on a timely basis as contemplated hereby. If any of the Reference Lenders Banks shall be unable or shall otherwise fail to supply such rates to the Administrative Agent upon its request, the rate of interest shall, subject to the provisions of Section 2.14, shall be determined on the basis of the quotations of the remaining Reference Lenders Banks or Reference LenderBank.

Computation of Interest and Fees. (a) Facility fees All fees, interest and interest (all other than interest calculated on the basis of the Prime Rate) amounts payable hereunder shall be calculated on the basis of a 360-day year for the actual days elapsed. Interest calculated on the basis of the Prime Rate shall be calculated on the basis of a 365- (or 366-, as the case may be) 360 day year for the actual days elapsed. The Administrative Agent shall as soon as practicable notify the relevant Borrower and the Lenders of each determination of a Eurodollar Rate. Any change in LIBOR Rate on the interest rate on a US$ Loan resulting from a change in the ABR shall become effective as Business Day of the opening of business on the day on which such change becomes effective. The Administrative Agent shall as soon as practicable notify the relevant Borrower and the Lenders of the effective date and the amount of each such change in interest ratedetermination thereof. (b) Each determination of an interest rate by the Administrative Agent pursuant to any provision of this Agreement shall be conclusive and binding on the Borrowers Borrower and the Lenders in the absence of manifest error. The Administrative Agent shall, at the request of the relevant Borrower, deliver to such the Borrower a statement showing the quotations furnished by the Reference Lenders (if any) computations used by the Administrative Agent in determining any interest rate with respect to a Eurodollar Loan or an Index Rate Competitive Loanrate. (c) If any Reference Lender shall for any reason no longer have a Revolving Credit Commitment, such Reference Lender shall thereupon cease to be a Reference Lender, and if, as a result, there shall only be one Reference Lender remaining, It is the Administrative Agent (with intent of the consent of IBM) shall, by notice to the Borrowers Lenders and the LendersBorrower to conform to and contract in strict compliance with applicable usury law from time to time in effect. All agreements between the Lenders and the Borrower are hereby limited by the provisions of this paragraph which shall override and control all such agreements, designate another Lender as a Reference Lender so that there whether now existing or hereafter arising and whether written or oral. In no way, nor in any event or contingency (including but not limited to prepayment or acceleration of the maturity of any Obligation), shall at all times be at least two Reference Lenders. (d) Each Reference Lender shall use its best efforts to furnish quotations the interest taken, reserved, contracted for, charged, or received under this Agreement, under the Revolving Notes or otherwise, exceed the maximum nonusurious amount permissible under applicable law. If, from any possible construction of rates to the Administrative Agent on a timely basis as contemplated hereby. If any of the Reference Lenders Loan Documents or any other document, interest would otherwise be payable in excess of the maximum nonusurious amount, any such construction shall be unable or shall otherwise fail to supply such rates to the Administrative Agent upon its request, the rate of interest shall, subject to the provisions of Section 2.14this paragraph and such interest shall be automatically reduced to the maximum nonusurious amount permitted under applicable law, without the necessity of execution of any amendment or new document. If any Lender shall ever receive anything of value which is characterized as interest on the Loans under applicable law and which would, apart from this provision, be determined in excess of the maximum nonusurious amount, an amount equal to the amount which would have been excessive interest shall, without penalty, be applied to the reduction of the principal amount owing on the basis Loans and not to the payment of interest, or refunded to the Borrower or the other payor thereof if and to the extent such amount which would have been excessive exceeds such unpaid principal amount of the quotations Loans. The right to demand payment of the remaining Reference Loans or any other Indebtedness evidenced by any of the Loan Documents does not include the right to receive any interest which has not otherwise accrued on the date of such demand, and the Lenders do not intend to charge or Reference Lenderreceive any unearned interest in the event of such demand. All interest paid or agreed to be paid to the Lenders with respect to the Loans shall, to the extent permitted by applicable law, be amortized, prorated, allocated, and spread throughout the full stated term (including any renewal or extension) of the Loans so that the amount of interest on account of such indebtedness does not exceed the maximum nonusurious amount permitted by applicable law.

Computation of Interest and Fees. (a) Facility fees and -------------------------------- interest in respect of ABR Loans based upon clause (other than interest a) of the definition of ABR shall be calculated on the basis of a 365- (or 366-as the Prime Ratecase may be) day year for the actual days elapsed (including the first day and excluding the last day). Interest in respect of Eurodollar Loans, Bid Loans and ABR Loans based upon clause (b) of the definition of ABR shall be calculated on the basis of a 360-day year for the actual days elapsed. Interest calculated on elapsed (including the basis of first day and excluding the Prime Rate shall be calculated on the basis of a 365- (or 366-, as the case may be) day year for the actual days elapsedlast day). The Administrative Agent shall as soon as practicable promptly notify the relevant Borrower Borrowers and the Lenders Banks of each determination of a Eurodollar Rate. Any change in the interest rate on a US$ Committed Rate Loan resulting from a change in the ABR shall become effective as of the opening of business on the day on which such change becomes in the ABR shall become effective. The Administrative Agent shall as soon as practicable promptly notify the relevant Borrower Borrowers and the Lenders Banks of the effective date and the amount of each such change in interest ratechange. (b) Each determination of an interest rate by the Administrative Agent pursuant to any provision of this Agreement shall be conclusive and binding on the Borrowers and the Lenders Banks in the absence of manifest error. The Administrative Agent shall, at the request of the relevant a Borrower, deliver to such Borrower a statement showing the quotations furnished given by the Reference Lenders (if any) Banks and the computations used by the Administrative Agent in determining any interest rate with respect to a Eurodollar Loan or an Index Rate Competitive Loanrate. (c) If any Reference Lender Bank"s Commitment shall terminate (otherwise than on termination of all the Commitments) or, as the case may be, its Loans are assigned, prepaid or repaid for any reason no longer have a Revolving Credit Commitmentwhatsoever, such Reference Lender Bank shall thereupon cease to be a Reference LenderBank, and if, as a result, there shall only be one Reference Lender remaining, the Administrative Agent (after consultation with the Banks and with the consent of IBMthe Borrowers) shall, by notice to the Borrowers and the LendersBanks, designate another Lender a sufficient number of other Banks as a Reference Lender Banks so that there shall at all times be at least two three Reference LendersBanks. (d) Each Reference Lender Bank shall use its best efforts to furnish quotations of rates to the Administrative Agent on a timely basis as contemplated hereby. If any of the Reference Lenders Banks shall be unable or shall otherwise fail fails to supply such rates to the Administrative Agent upon its request, the rate of interest shall, subject to the provisions of Section 2.14, shall be determined on the basis of the quotations of the remaining Reference Lenders Banks or Reference LenderBank.

Computation of Interest and Fees. (a) Facility fees and interest Interest (other than interest calculated based on the basis of the Prime Base Rate) shall be calculated on the basis of a 360-day year for the actual days elapsed. Interest calculated ; and interest based on the basis of the Prime Base Rate shall be calculated on the basis of a 365- 365-day year (or 366-366-day year, as the case may be) day year for the actual days elapsed. The Administrative Agent shall as soon as practicable notify the relevant Borrower and the affected Lenders of each determination of a Eurodollar an Adjusted LIBOR Rate. Any change in the interest rate on a US$ Loan resulting from a change in the ABR Alternate Base Rate or the Statutory Reserves shall become effective as of the opening of business on the day on which such change becomes effective. The Administrative Agent shall as soon as practicable notify the relevant Borrower and the affected Lenders of the effective date and the amount of each such change in interest rate. (b) Each determination of an interest rate by the Administrative Agent pursuant to any provision of this Agreement shall be conclusive and binding on the Borrowers Borrower and the Lenders in the absence of manifest error. The Administrative Agent shall, at the request of the relevant BorrowerBorrower or any Lender, deliver to the Borrower or such Borrower Lender a statement showing in reasonable detail the quotations furnished by the Reference Lenders (if any) calculations used by the Administrative Agent in determining any interest rate with respect pursuant to a Eurodollar Subsection 4.1, excluding any LIBOR Rate which is based upon the Reuters Monitor Money Rates Service page and any ABR Loan or an Index Rate Competitive Loanwhich is based upon the Alternate Base Rate. (c) If any Upon the request of the Administrative Agent, each Reference Bank (whether or not currently a Lender shall for any reason no longer have a Revolving Credit Commitmenthereunder) agrees that, if such Reference Lender shall thereupon cease Bank is currently providing quotes for deposits in Dollars to be a Reference Lenderleading banks in the London interbank market, it will promptly (and if, as a result, there shall only be one Reference Lender remaining, no later than the Business Day following any such request) supply the Administrative Agent (with the consent rate quoted by such Reference Bank to leading banks in the London interbank market two Business Days before the first day of IBM) shall, by notice the relevant Interest Period for deposits in Dollars of a duration equal to the Borrowers duration of such Interest Period. The Borrower agrees to keep confidential the rate quoted by any Reference Bank and the Lenders, designate another Lender as a Reference Lender so that there shall at all times be at least two Reference Lenders. (d) Each Reference Lender shall use its best efforts provided to furnish quotations of rates to it or the Administrative Agent pursuant to this Subsection 4.6(c); provided, that such rates may be disclosed to (i) to the Sponsor, the Borrower, any Restricted Subsidiary and to their respective officers, directors, employees, attorneys, accountants and advisors on a timely basis as contemplated hereby. If any of confidential and need-to-know basis, (ii) if the applicable Reference Lenders shall Bank consents to such proposed disclosure (such consent not to be unable unreasonably withheld) or shall otherwise fail to supply such rates (iii) to the Administrative Agent upon its request, extent necessary in connection with the rate exercise of interest shall, subject to the provisions any remedy or enforcement of Section 2.14, be determined on the basis of the quotations of the remaining Reference Lenders or Reference Lenderany rights.

Computation of Interest and Fees. (a) Facility Commitment fees and interest (other than interest and, whenever it is calculated on the basis of the Prime Rate) shall be calculated on the basis of a 360-day year for the actual days elapsed. Interest calculated on the basis of the Prime Rate , interest shall be calculated on the basis of a 365- (or 366-, as the case may be) day year for the actual days elapsed; and, otherwise, interest and fees and commissions in respect of Letters of Credit shall be calculated on the basis of a 360-day year for the actual days elapsed. The Administrative Agent shall as soon as practicable notify the relevant Borrower and the affected Lenders of each determination of a Eurodollar Rate. Any change in the interest rate on a US$ Loan resulting from a change in the ABR or the Eurocurrency Reserve Requirements shall become effective as of the opening of business on the day on which such change becomes effective. The Administrative Agent shall as soon as practicable notify the relevant Borrower and the affected Lenders of the effective date and the amount of each such change in interest rate. (b) Each determination of an interest rate by the Administrative Agent pursuant to any provision of this Agreement shall be conclusive and binding on the Borrowers and the Lenders presumed correct in the absence of manifest error. The Administrative Agent shall, at the request of the relevant Borrower, deliver to such Borrower a statement showing the quotations furnished by the Reference Lenders (if any) used by the Administrative Agent in determining any interest rate with respect to a Eurodollar Loan or an Index Rate Competitive Loan. (c) If any Reference Lender shall for any reason no longer have a Revolving Credit CommitmentCommitment or any Loans, such Reference Lender shall thereupon cease to be a Reference Lender, and if, as a result, there shall only be one Reference Lender remaining, the Administrative Agent (after consultation with the Lenders and with the consent of IBMthe Borrower (which shall not be unreasonably withheld)) shall, by notice to the Borrowers Borrower and the Lenders, designate another Lender that is a commercial bank as a Reference Lender so that there shall at all times be at least two Reference Lenders. (d) Each Reference Lender shall use its best efforts to furnish quotations of rates to the Administrative Agent on a timely basis as contemplated hereby. If any of the Reference Lenders shall be unable or shall otherwise fail to supply such rates to the Administrative Agent upon its request, the rate of interest shall, subject to the provisions of Section 2.14this subsection 4.5, be determined on the basis of the quotations of the remaining Reference Lenders or Reference Lender.

Computation of Interest and Fees. (a) Facility Interest and fees and interest (other than interest calculated on the basis of the Prime Rate) payable pursuant hereto shall be calculated on the basis of a 360-day year for the actual days elapsed. Interest , except that, with respect to ABR Loans the rate of interest on which is calculated on the basis of the Prime Rate Rate, the interest thereon shall be calculated on the basis of a 365- (or 366-, as the case may be) day year for the actual days elapsed. The Administrative Agent shall shall, as soon as practicable practicable, notify the relevant Borrower and the relevant Lenders of each determination of a Eurodollar Rate. Any change in the interest rate on a US$ Loan resulting from a change in the ABR or the Eurocurrency Reserve Requirements shall become effective as of the opening of business on the day on which such change becomes effective. The Administrative Agent shall shall, as soon as practicable practicable, notify the relevant Borrower and the relevant Lenders of the effective date and the amount of each such change in interest rate. (b) Each determination of an interest rate by the Administrative Agent pursuant to any provision of this Agreement shall be conclusive and binding on the Borrowers Borrower and the Lenders in the absence of manifest error. The Administrative Agent shall, at the request of the relevant BorrowerBorrower or any Lender, deliver to such the Borrower or the applicable Lender a statement showing the quotations furnished by the Reference Lenders (if any) used by the Administrative Agent in determining any interest rate with respect pursuant to a Eurodollar Loan or an Index Rate Competitive LoanSection 2.11(a). (c) If In no event shall the interest charged hereunder, with respect to the notes (if any) or any Reference Lender shall for other obligations of Loan Parties under any reason no longer have a Revolving Credit CommitmentLoan Documents exceed the maximum amount permitted under applicable law. Notwithstanding anything to the contrary herein or elsewhere, such Reference Lender shall thereupon cease if at any time the rate of interest payable hereunder or under any note or other Loan Document (the “Stated Rate”) would exceed the highest rate of interest permitted under any applicable law to be a Reference Lendercharged (the "Maximum Lawful Rate”), and if, then for so long as a result, there shall only the Maximum Lawful Rate would be one Reference Lender remaining, the Administrative Agent (with the consent of IBM) shall, by notice to the Borrowers and the Lenders, designate another Lender as a Reference Lender so that there shall at all times be at least two Reference Lenders. (d) Each Reference Lender shall use its best efforts to furnish quotations of rates to the Administrative Agent on a timely basis as contemplated hereby. If any of the Reference Lenders shall be unable or shall otherwise fail to supply such rates to the Administrative Agent upon its requestexceeded, the rate of interest payable shall be equal to the Maximum Lawful Rate; provided, however, that if at any time thereafter the Stated Rate is less than the Maximum Lawful Rate, Borrower shall, subject to the provisions extent permitted by law, continue to pay interest at the Maximum Lawful Rate until such time as the total interest received is equal to the total interest which would have been received had the Stated Rate been (but for the operation of Section 2.14this provision) the interest rate payable. Thereafter, the interest rate payable shall be determined on the basis Stated Rate unless and until the Stated Rate again would exceed the Maximum Lawful Rate, in which event this provision shall again apply. In no event shall the total interest received by any Lender exceed the amount which it could lawfully have received, had the interest been calculated for the full term hereof at the Maximum Lawful Rate. If, notwithstanding the prior sentence, any Lender has received interest hereunder in excess of the quotations Maximum Lawful Rate, such excess amount shall be applied to the reduction of the principal balance of such Lender’s Loan or to other amounts (other than interest) payable hereunder, and if no such principal or other amounts are then outstanding, such excess or part thereof remaining Reference Lenders or Reference shall be paid to Borrower. In computing interest payable with reference to the Maximum Lawful Rate applicable to any Lender, such interest shall be calculated at a daily rate equal to the Maximum Lawful Rate divided by the number of days in the year in which such calculation is made.

Computation of Interest and Fees. (a) Facility fees and All computations of interest (other than interest calculated for Base Rate Loans shall be made on the basis of a year of 365 or 366 days, as the Prime Rate) case may be, and actual days elapsed. All other computations of fees and interest shall be calculated made on the basis of a 360-day year for the and actual days elapsed. Interest calculated on the basis of the Prime Rate shall be calculated elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365- (or 366-, as the case may be) 365-day year year). Interest shall accrue on each Loan for the actual days elapsed. The Administrative Agent shall as soon as practicable notify the relevant Borrower and the Lenders of each determination of a Eurodollar Rate. Any change in the interest rate on a US$ Loan resulting from a change in the ABR shall become effective as of the opening of business on the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such change becomes effectiveportion is paid; provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear interest for one day. The Each determination by the Administrative Agent of an interest rate or fee hereunder shall as soon as practicable notify the relevant Borrower be conclusive and the Lenders of the effective date and the amount of each such change in interest ratebinding for all purposes, absent manifest error. (b) Each determination The parties understand that the Applicable Revolving Rate and certain fees set forth herein may be determined and/or adjusted from time to time based upon certain financial ratios and/or other information to be provided or certified to the Lenders by Borrower (the “Borrower Information”). If it is subsequently determined that any such Borrower Information was incorrect (for whatever reason, including without limitation because of an a subsequent restatement of earnings by the Borrower) at the time it was delivered to the Administrative Agent, and if the Applicable Revolving Rate or applicable fees calculated for any period were lower than they should have been had the correct information been timely provided, then, such interest rate by the and such fees for such period shall be automatically recalculated using correct Borrower Information. Administrative Agent pursuant shall promptly notify Borrower in writing of any additional interest and fees due because of such recalculation, and the Borrower shall pay such additional interest or fees due to Administrative Agent, for the account of each Lender, within five (5) Business Days of receipt of such written notice. Any recalculation of interest or fees required by this provision shall survive the termination of this Agreement, and this provision shall not in any way limit any of Administrative Agent’s, the L/C Issuer’s, or any Lender’s other rights under this Agreement.” U. The last sentence of Section 2.14(a) is deleted and replaced with: “Notwithstanding any other provision of this Agreement Agreement, if Borrower elects to extend the Revolving Commitments under this Section 2.14(a), then the Required Lenders may (but shall not be conclusive and binding obligated to), on a one time basis, adjust the Borrowers and the Lenders in the absence of manifest error. The Administrative Agent shall, at the request of the relevant Borrower, deliver to such Borrower a statement showing the quotations furnished by the Reference Lenders (if any) used by the Administrative Agent in determining any interest rate with respect Applicable Capitalization Rate to a Eurodollar Loan or an Index Rate Competitive Loan. (c) If any Reference Lender shall for any reason no longer have a Revolving Credit Commitment, such Reference Lender shall thereupon cease to be a Reference Lender, and if, as a result, there shall only be one Reference Lender remaining, the Administrative Agent (with the consent maximum of IBM) shall, 8.00% by notice to Borrowers no later than thirty (30) calendar days following the Borrowers and the Lenders, designate another Lender as a Reference Lender so that there shall at all times be at least two Reference Lenders. (d) Each Reference Lender shall use its best efforts to furnish quotations of rates to the Administrative Agent on a timely basis as contemplated hereby. If any Borrower’s delivery of the Reference Lenders shall extension notice referred to above, such adjusted Applicable Capitalization Rate to be unable or shall otherwise fail to supply such rates to effective on and after the Administrative Agent upon its request, the rate of interest shall, subject to the provisions of Existing Revolving Commitment Termination Date.” V. Section 2.14, be determined on the basis of the quotations of the remaining Reference Lenders or Reference Lender.2.14(b) is deleted and replaced with:

Computation of Interest and Fees. (a) Facility All interest and fees and interest (other than interest calculated on the basis of the Prime Rate) shall be calculated daily on the basis of a 360-day year for closing balances in the Loan Account based on the actual number of days elapsedelapsed in a year of 360 days. Interest calculated on For purposes of calculating interest and fees, if the basis outstanding daily principal balance of the Prime Rate Revolving Loans is a credit balance, such balance shall be calculated on the basis of a 365- (or 366-, as the case may be) day year for the actual days elapsed. The Administrative Agent shall as soon as practicable notify the relevant Borrower and the Lenders of each determination of a Eurodollar Rate. Any change in the interest rate on a US$ Loan resulting from a change in the ABR shall become effective as of the opening of business on the day on which such change becomes effective. The Administrative Agent shall as soon as practicable notify the relevant Borrower and the Lenders of the effective date and the amount of each such change in interest ratedeemed to be zero. (b) Each determination If Agent or any Lender shall have determined that the adoption of an interest any law, rule or regulation regarding capital adequacy, or any change therein or in the interpretation or application thereof, or compliance by Agent or such Lender with any request or directive regarding capital adequacy (whether or not having the force of law) from any central bank or governmental authority enacted after the date hereof, does or shall have the effect of reducing the rate of return on such party's capital as a consequence of its obligations hereunder to a level below that which Agent or such Lender could have achieved but for such adoption, change or compliance (taking into consideration such party's policies with respect to capital adequacy), then from time to time, after submission by Agent or such Lender, as applicable, to Borrower of a written demand therefor ("Capital Adequacy Demand") together with the Administrative certificate described below, Borrower shall pay to such party such additional amount or amounts ("Capital Adequacy Charge") as will compensate such party for such reduction, such Capital Adequacy Demand to be made with reasonable promptness following such determination. A certificate of Agent pursuant or such Lender claiming entitlement to any provision of this Agreement payment as set forth above shall be conclusive and binding on the Borrowers and the Lenders in the absence of manifest error. The Administrative Agent shall, at Such certificate shall set forth the request nature of the relevant Borrower, deliver occurrence giving rise to such Borrower a statement showing reduction, the quotations furnished by amount of the Reference Lenders (if any) used by the Administrative Agent in determining any interest rate with respect to a Eurodollar Loan or an Index Rate Competitive Loan. (c) If any Reference Lender shall for any reason no longer have a Revolving Credit Commitment, such Reference Lender shall thereupon cease Capital Adequacy Charge to be a Reference paid to Agent or such Lender, and if, as a result, there shall only be one Reference Lender remainingthe method by which such amount was determined. In determining such amount, the Administrative Agent (with the consent of IBM) shallapplicable party may use any reasonable averaging and attribution method, by notice to the Borrowers and the Lenders, designate another Lender as a Reference Lender so that there shall at all times be at least two Reference Lenders. (d) Each Reference Lender shall use its best efforts to furnish quotations of rates to the Administrative Agent applied on a timely basis as contemplated hereby. If any of the Reference Lenders shall be unable or shall otherwise fail to supply such rates to the Administrative Agent upon its request, the rate of interest shall, subject to the provisions of Section 2.14, be determined on the basis of the quotations of the remaining Reference Lenders or Reference Lendernon-discriminatory basis.

Computation of Interest and Fees. (a) Facility Interest and fees and interest (other than interest calculated on the basis of the Prime Rate) payable pursuant hereto shall be calculated on the basis of a 360-day year for the actual days elapsed. Interest , except that (i) with respect to ABR Loans the rate of interest on which is calculated on the basis of the Prime Rate Rate, the interest thereon shall be calculated on the basis of a 365- (or 366-, as the case may be) day year for the actual days elapsed and (ii) with respect to Foreign Currency Loans denominated in Pounds Sterling or Australian Dollars, the interest thereon shall be calculated on the basis of a 365 day year for the actual days elapsed. The Administrative Agent shall as soon as practicable notify the relevant Borrower and the relevant Lenders of each determination of a Eurodollar Eurocurrency Rate. Any change in the interest rate on a US$ Loan resulting from a change in the ABR or the Eurocurrency Reserve Requirements shall become effective as of the opening of business on the day on which such change becomes effective. The Administrative Agent shall as soon as practicable notify the relevant Borrower and the relevant Lenders of the effective date and the amount of each such change in interest rate. (b) Each determination of an interest rate by the Administrative Agent pursuant to any provision of this Agreement shall be conclusive and binding on the Borrowers Borrower and the Lenders in the absence of manifest error. The Administrative Agent shall, at the request of the relevant Borrower, shall deliver to such the Borrower at least one Business Day prior to the related Payment Date a statement showing the quotations furnished by the Reference Lenders (if any) used by the Administrative Agent in determining (i) any interest rate with respect pursuant to a Eurodollar Loan Section 2.9(a) and (ii) any interest rate pursuant to Section 2.9(b) when clause (b) or an Index Rate Competitive Loan(c) of the definition of ABR is applicable; provided that the failure to provide any such statement shall not relieve the Borrower of its obligation to pay any such amounts due under Section 2.9 as and when the same become due pursuant to the terms hereof. (c) If any Reference Lender The Administrative Agent shall for any reason no longer have provide to the Borrower at least one Business Day prior to each Interest Payment Date, a Revolving Credit Commitmentstatement of the amounts due on such date pursuant to Sections 2.3, such Reference Lender shall thereupon cease to be a Reference Lender2.9, and if3.3, as a result, there applicable; provided that the failure to provide any such statement shall only be one Reference Lender remaining, not relieve the Administrative Agent (with Borrower of its obligation to pay any such amounts as and when the consent of IBM) shall, by notice same become due pursuant to the Borrowers and the Lenders, designate another Lender as a Reference Lender so that there shall at all times be at least two Reference Lendersterms hereof. (d) Each Reference Lender shall use its best efforts to furnish quotations of rates to the Administrative Agent on a timely basis as contemplated hereby. If any of the Reference Lenders shall be unable or shall otherwise fail to supply such rates to the Administrative Agent upon its request, the rate of interest shall, subject to the provisions of Section 2.14, be determined on the basis of the quotations of the remaining Reference Lenders or Reference Lender.

Computation of Interest and Fees. (a) Facility fees and interest Interest based on -------------------------------- the Eurodollar Rate, the Eurocurrency Rate (other than interest calculated with respect to amounts denominated in Pounds Sterling) or (when it is based on the basis of the Prime Federal Funds Effective Rate) the Base Rate shall be calculated on the basis of a 360-day year for the actual days elapsed. Interest calculated on the basis of the Prime Rate ; and facility fees and interest (other than as specified above) shall be calculated on the basis of a 365- (or 366-, as the case may be) day year for the actual days elapsed. The Administrative Agent shall as soon as practicable notify the relevant Borrower Company and the Lenders of each determination of a Eurodollar Rate or a Eurocurrency Rate. Any change in the interest rate on a US$ Loan resulting from a change in the ABR Base Rate or a change in the Prime Rate shall become effective as of the opening of business on the day on which such change becomes effectiveeffective provided that such change becomes effective prior to 5:00 p.m., New York City time, on such day. The Administrative Agent shall as soon as practicable notify the relevant Borrower Company and the Lenders of the effective date Closing Date and the amount of each such change in interest ratethe Base Rate. (b) Each determination of an interest rate by the Administrative Agent pursuant to any provision of this Agreement shall be conclusive and binding on the Borrowers and the Lenders in the absence of manifest error. The Administrative Agent shall, at the request of the relevant Borrowera Borrower or any Lender, deliver to such Borrower or such Lender a statement showing in reasonable detail the quotations furnished by the Reference Lenders (if any) and calculations used by the Administrative Agent in determining any interest rate with respect pursuant to a Eurodollar Loan Section 5.01(a) or an Index Rate Competitive Loan(c). (ci) If any Domestic Reference Lender shall for any reason no longer have a US$ Revolving Credit CommitmentCommitment or an Additional US$ Revolving Credit Commitment or any US$ Revolving Credit Loans or any Additional US$ Revolving Credit Loans, such Domestic Reference Lender shall thereupon cease to be a Domestic Reference Lender, and if, as a result, there shall only be one Domestic Reference Lender remaining, the Administrative Agent (after consultation with the consent of IBMCompany and the Lenders) shall, by notice to the Borrowers Company and the Lenders, designate another Lender as a Domestic Reference Lender so that there shall at all times be at least two Domestic Reference Lenders. (ii) If any Multicurrency Reference Lender shall for any reason no longer have a Multicurrency Revolving Credit Commitment or any Multicurrency Revolving Credit Loans, such Multicurrency Reference Lender shall thereupon cease to be a Multicurrency Reference Lender, and if, as a result, there shall only be one Multicurrency Reference Lender remaining, the Administrative Agent (after consultation with the Company and the Lenders) shall, by notice to the Company and the Lenders, designate another Multicurrency Revolving Credit Lender as a Multicurrency Reference Lender so that there shall at all times be at least two Multicurrency Reference Lenders. (d) Each Reference Lender shall use its best efforts to furnish quotations of rates to the Administrative Agent on a timely basis as contemplated hereby. If any of the Reference Lenders shall be unable or shall otherwise fail to supply such rates to the Administrative Agent upon its request, the rate of interest shall, subject to the provisions of Section 2.145.07, be determined on the basis of the quotations of the remaining applicable Reference Lenders or Reference Lender, as applicable.

Computation of Interest and Fees. (a) Facility Interest and fees and interest (other than interest calculated on the basis of the Prime Rate) payable pursuant hereto shall be calculated on the basis of a 360-day year for the actual days elapsed. Interest , except that, with respect to (i) ABR Loans the rate of interest on which is calculated on the basis of the Prime Rate and (ii) LIBO Loans in Pounds, the interest thereon shall be calculated on the basis of a 365- (or 366-, as the case may be) day year for the actual days elapsed. The Administrative Agent shall as soon as practicable notify the relevant Borrower Representative and the Lenders of each determination of a Eurodollar LIBO Rate. Any change in the interest rate on a US$ Loan resulting from a change in the ABR or any reserve requirements shall become effective as of the opening of business on the day on which such change becomes effective. The Administrative Agent shall as soon as practicable notify the relevant Borrower Representative and the Lenders of the effective date and the amount of each such change in interest rate. In computing interest on any Loan, the date of the making of such Loan or the first day of an Interest Period applicable to such Loan or, with respect to an ABR Loan being converted from a LIBO Loan, CDOR Loan or Alternate Rate Loan, the date of conversion of such LIBO Loan, CDOR Loan or Alternate Rate Loan to such ABR Loan, as the case may be, shall be included, and the date of payment of such Loan or the expiration date of an Interest Period applicable to such Loan or, with respect to an ABR Loan being converted to a LIBO Loan, CDOR Loan or Alternate Rate Loan, the date of conversion of such ABR Loan to such LIBO Loan, CDOR Loan or Alternate Rate Loan, as the case may be, shall be excluded; provided that if a Loan is repaid on the same day on which it is made, one day’s interest shall be paid on that Loan. (b) Each determination of an interest rate by the Administrative Agent pursuant to any provision of this Agreement shall be conclusive and binding on the Borrowers Group Members and the Lenders in the absence of manifest error. The Administrative Agent shall, at the request of the relevant BorrowerBorrowers, deliver to such Borrower the Borrowers a statement showing the quotations furnished by the Reference Lenders (if any) used by the Administrative Agent in determining any interest rate with respect pursuant to a Eurodollar Loan or an Index Rate Competitive LoanSection 2.12(a). (c) If any Reference Lender shall for any reason no longer have a Revolving Credit Commitment, such Reference Lender shall thereupon cease to be a Reference Lender, and if, as a result, there shall only be one Reference Lender remaining, the Administrative Agent (with the consent of IBM) shall, by notice to the Borrowers and the Lenders, designate another Lender as a Reference Lender so that there shall at all times be at least two Reference Lenders. (d) Each Reference Lender shall use its best efforts to furnish quotations of rates to the Administrative Agent on a timely basis as contemplated hereby. If any of the Reference Lenders shall be unable or shall otherwise fail to supply such rates to the Administrative Agent upon its request, the rate of interest shall, subject to the provisions of Section 2.14, be determined on the basis of the quotations of the remaining Reference Lenders or Reference Lender.

Computation of Interest and Fees. (a) Facility Commitment fees and interest (other than interest and, whenever it -------------------------------- is calculated on the basis of the Prime Corporate Base Rate) shall be calculated on the basis of a 360-day year for the actual days elapsed. Interest calculated on the basis of the Prime Rate , interest shall be calculated on the basis of a 365- (or 366-, as the case may be) day year for the actual days elapsed; and, otherwise, interest shall be calculated on the basis of a 360-day year for the actual days elapsed. The Administrative Agent shall as soon as practicable notify the relevant Borrower and the Lenders of each determination of a Eurodollar Rate or of a C/D Rate. Any change in the interest rate on a US$ Loan resulting from a change in the ABR ABR, the Eurocurrency Reserve Requirements, the C/D Assessment Rate or the C/D Reserve Percentage shall become effective as of the opening of business on the day on which such change becomes effective. The Administrative Agent shall as soon as practicable notify the relevant Borrower and the Lenders of the effective date and the amount of each such change in interest rate. (b) Each determination of an interest rate by the Administrative Agent pursuant to any provision of this Agreement shall be conclusive and binding on the Borrowers Borrower and the Lenders in the absence of manifest error. The Administrative Agent shall, at the request of the relevant Borrower, deliver to such the Borrower a written statement showing the quotations furnished by the Reference Lenders (if any) used by the Administrative Agent in determining any interest rate with respect pursuant to a Eurodollar Loan subsection 2.9(a) or an Index Rate Competitive Loan(c). (c) If any Reference Lender shall for any reason no longer have a Revolving Credit CommitmentCommitment or any Loans, such Reference Lender shall thereupon cease to be a Reference Lender, and if, as a result, there shall only be one Reference Lender remaining, the Administrative Agent (after consultation with the consent Lenders and with the approval of IBMthe Borrower) shall, by notice to the Borrowers Borrower and the Lenders, designate another Lender as a Reference Lender so that there shall at all times be at least two Reference Lenders. (d) Each Reference Lender shall use its best efforts to furnish quotations of rates to the Administrative Agent on a timely basis as contemplated hereby. If any of the Reference Lenders shall be unable or shall otherwise fail to supply such rates to the Administrative Agent upon its request, the rate of interest shall, subject to the provisions of Section 2.14subsection 2.11, be determined on the basis of the quotations of the remaining Reference Lenders or Reference Lender.

Computation of Interest and Fees. (a) Facility fees and interest Interest (other than interest calculated based on the basis of the Prime Base Rate) shall be calculated on the basis of a 360-day year for the actual days elapsed. Interest calculated ; and interest based on the basis of the Prime Base Rate shall be calculated on the basis of a 365- 365-day year (or 366-366-day year, as the case may be) day year for the actual days elapsed. The Administrative Agent shall as soon as practicable notify the relevant Borrower and the affected Lenders of each determination of a Eurodollar an Adjusted LIBORa Term SOFR Rate. Any change in the interest rate on a US$ Loan resulting from a change in the ABR Alternate Base Rate or the Statutory Reserves shall become effective as of the opening of business on the day on which such change becomes effective. The Administrative Agent shall as soon as practicable notify the relevant Borrower and the affected Lenders of the effective date and the amount of each such change in interest rate. (b) Each determination of an interest rate by the Administrative Agent pursuant to any provision of this Agreement shall be conclusive and binding on the Borrowers Borrower and the Lenders in the absence of manifest error. The Administrative Agent shall, at the request of the relevant BorrowerBorrower or any Lender, deliver to the Borrower or such Borrower Lender a statement showing in reasonable detail the quotations furnished by the Reference Lenders (if any) calculations used by the Administrative Agent in determining any interest rate with respect pursuant to a Eurodollar Subsection 4.1, excluding any LIBOR Rate which is based upon the Reuters Monitor Money Rates Service page and any ABR Loan or an Index Rate Competitive Loanwhich is based upon the Alternate Base Rate. (c) If any Upon the request of the Administrative Agent, each Reference Bank (whether or not currently a Lender shall for any reason no longer have a Revolving Credit Commitmenthereunder) agrees that, if such Reference Lender shall thereupon cease Bank is currently providing quotes for deposits in Dollars to be a Reference Lenderleading banks in the London interbank market, it will promptly (and if, as a result, there shall only be one Reference Lender remaining, no later than the Business Day following any such request) supply the Administrative Agent (with the consent rate quoted by such Reference Bank to leading banks in the London interbank market two Business Days before the first day of IBM) shall, by notice the relevant Interest Period for deposits in Dollars of a duration equal to the Borrowers duration of such Interest Period. The Borrower agrees to keep confidential the rate quoted by any Reference Bank and the Lenders, designate another Lender as a Reference Lender so that there shall at all times be at least two Reference Lenders. (d) Each Reference Lender shall use its best efforts provided to furnish quotations of rates to it or the Administrative Agent pursuant to this Subsection 4.6(c); provided, that such rates may be disclosed to (i) to the Sponsor, CD&R, the Investors, any Parent Entity or IPO Vehicle, the Borrower, any Restricted Subsidiary and to their respective officers, directors, employees, attorneys, accountants and advisors on a timely basis as contemplated hereby. If any of confidential and need-to-know basis, (ii) if the applicable Reference Lenders shall Bank consents to such proposed disclosure (such consent not to be unable unreasonably withheld) or shall otherwise fail to supply such rates (iii) to the Administrative Agent upon its request, extent necessary in connection with the rate exercise of interest shall, subject to the provisions any remedy or enforcement of Section 2.14, be determined on the basis of the quotations of the remaining Reference Lenders or Reference Lenderany rights.

Computation of Interest and Fees. (a) Facility fees and interest (other than interest calculated Interest payable hereunder with respect to any Alternate Base Rate Loan based on the basis of the Prime Rate) shall be calculated on the basis of a 360-day year for the actual days elapsed. Interest calculated on the basis of the Prime Rate shall be calculated on the basis of a 365- year of 365 days (or 366-366 days, as applicable) for the case may be) actual days elapsed. All fees, interest and all other amounts payable hereunder shall be calculated on the basis of a 360 day year for the actual days elapsed. The Administrative Agent shall as soon as practicable notify the relevant Borrower and the Lenders of each determination of a Eurodollar RateLIBOR Rate on the Business Day of the determination thereof. Any change in the interest rate on a US$ Loan resulting from a change in the ABR Alternate Base Rate shall become effective as of the opening of business on the day on which such change becomes in the Alternate Base Rate shall become effective. The Administrative Agent shall as soon as practicable notify the relevant Borrower and the Lenders of the effective date and the amount of each such change in interest ratechange. (b) Each determination of an interest rate by the Administrative Agent pursuant to any provision of this Credit Agreement shall be conclusive and binding on the Borrowers Borrower and the Lenders in the absence of manifest error. The Administrative Agent shall, at the request of the relevant Borrower, deliver to such the Borrower a statement showing the quotations furnished by the Reference Lenders (if any) computations used by the Administrative Agent in determining any interest rate with respect to a Eurodollar Loan or an Index Rate Competitive Loanrate. (c) If any Reference Lender shall for any reason no longer have a Revolving Credit Commitment, such Reference Lender shall thereupon cease to be a Reference Lender, and if, as a result, there shall only be one Reference Lender remaining, It is the Administrative Agent (with intent of the consent of IBM) shall, by notice to the Borrowers Lenders and the LendersCredit Parties to conform to and contract in strict compliance with applicable usury law from time to time in effect. All agreements between the Lenders and the Credit Parties are hereby limited by the provisions of this paragraph which shall override and control all such agreements, designate another Lender as a Reference Lender so that there whether now existing or hereafter arising and whether written or oral. In no way, nor in any event or contingency (including but not limited to prepayment or acceleration of the maturity of any Obligation), shall at all times be at least two Reference Lenders. (d) Each Reference Lender shall use its best efforts to furnish quotations the interest taken, reserved, contracted for, charged, or received under this Credit Agreement, under the Notes or otherwise, exceed the maximum nonusurious amount permissible under applicable law. If, from any possible construction of rates to the Administrative Agent on a timely basis as contemplated hereby. If any of the Reference Lenders Credit Documents or any other document, interest would otherwise be payable in excess of the maximum nonusurious amount, any such construction shall be unable or shall otherwise fail to supply such rates to the Administrative Agent upon its request, the rate of interest shall, subject to the provisions of Section 2.14this paragraph and such interest shall be automatically reduced to the maximum nonusurious amount permitted under applicable law, without the necessity of execution of any amendment or new document. If any Lender shall ever receive anything of value which is characterized as interest on the Loans under applicable law and which would, apart from this provision, be determined in excess of the maximum nonusurious amount, an amount equal to the amount which would have been excessive interest shall, without penalty, be applied to the reduction of the principal amount owing on the basis Loans and not to the payment of interest, or refunded to the Borrower or the other payor thereof if and to the extent such amount which would have been excessive exceeds such unpaid principal amount of the quotations Loans. The right to demand payment of the remaining Reference Loans or any other Indebtedness evidenced by any of the Credit Documents does not include the right to receive any interest which has not otherwise accrued on the date of such demand, and the Lenders do not intend to charge or Reference Lenderreceive any unearned interest in the event of such demand. All interest paid or agreed to be paid to the Lenders with respect to the Loans shall, to the extent permitted by applicable law, 60 be amortized, prorated, allocated, and spread throughout the full stated term (including any renewal or extension) of the Loans so that the amount of interest on account of such indebtedness does not exceed the maximum nonusurious amount permitted by applicable law.

Computation of Interest and Fees. (a) Facility Interest on ABR Loans and all fees and interest (other than interest calculated on the basis of the Prime Rate) shall be calculated on the basis of a 360-day year of 365 days (or 366 days, as the case may be) for the actual days elapsed. Interest calculated on the basis of the Prime Eurodollar Loans, CD Rate Loans and Competitive Loans shall be calculated on the basis of a 365- (or 366-, as the case may be) day year of 360 days for the actual days elapsed. The Administrative Agent shall as soon as practicable notify the relevant Borrower Company and the Lenders of each determination of a Eurodollar Rate and of an Adjusted CD Rate. Any change in the interest rate on a US$ Loan resulting from a change in the ABR Alternate Base Rate, the Eurocurrency Reserve Requirements or the CD Reserve Requirements, as the case may be, shall become effective as of the opening of business on the day on which such change becomes in the Alternate Base Rate is announced or such change in the Eurocurrency Reserve Requirements or the CD Reserve Requirements shall become effective, as the case may be. The Administrative Agent shall as soon as practicable notify the relevant Borrower Company and the Lenders of the effective date and the amount of each such change in interest ratechange. (b) Each determination of an interest rate by the Administrative Agent pursuant to any provision of this Agreement shall be conclusive and binding on constitute prima facie evidence of the Borrowers and the Lenders rate so determined in the absence of manifest error. The Administrative Agent shall, at the request of the relevant Borrower, deliver to such Borrower a statement showing the quotations furnished by the Reference Lenders (if any) used by the Administrative Agent in determining any interest rate with respect to a Eurodollar Loan or an Index Rate Competitive Loan. (c) If any Reference Lender Lender's Commitment shall terminate (otherwise than on termination of all the Commitments), or all of its Loans shall be assigned for any reason no longer have a Revolving Credit Commitmentwhatsoever, such Reference Lender shall thereupon cease to be a Reference LenderLender and, and if, if as a resultresult of the foregoing, there shall only be one Reference Lender remaining, then the Administrative Agent (after consultation with the Lenders and with the consent of IBMthe Company) shall, by notice to the Borrowers Company and the Lenders, designate another Lender as a Reference Lender so that there shall at all times be at least two Reference Lenders. (d) Each Reference Lender shall use its best efforts to furnish quotations of rates to the Administrative Agent on a timely basis as contemplated hereby. If any of the Reference Lenders shall be unable or shall otherwise fail fails to supply such rates to the Administrative Agent upon its request, the rate of interest shall, subject to the provisions of Section 2.14, shall be determined on the basis of the quotations of the remaining Reference Lenders or Reference Lender.

Computation of Interest and Fees. (a) Facility All interest and fees and interest (other than interest calculated on the basis of the Prime Rate) hereunder shall be calculated computed on the basis of a 360-day year for of 360 days, except that (i) interest computed by reference to the actual days elapsed. Interest calculated ABR at times when the ABR is based on the basis of the Prime Rate shall be calculated computed on the basis of a 365- year of 365 days (or 366-366 days in a leap year) and (ii) interest computed with respect to Loans denominated in English Pounds Sterling shall be computed on the basis of a year of 365 days (or 366 days in a leap year), as the and in each case may be) day year shall be payable for the actual number of days elapsedelapsed (including the first day but excluding the last day). The applicable ABR or Eurocurrency Rate shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error. The Administrative Agent shall as soon as practicable notify the relevant Borrower Borrowers and the Lenders of each determination of a Eurodollar Eurocurrency Rate. Any change in the interest rate on a US$ Loan resulting from a change in the ABR or the Eurocurrency Reserve Requirements shall become effective as of the opening of business on the day on which such change becomes effective. The Administrative Agent shall as soon as practicable notify the relevant Borrower Borrowers and the relevant Lenders of the effective date and the amount of each such change in interest rate. (b) Each determination of an interest rate by the Administrative Agent pursuant to any provision of this Agreement shall be conclusive and binding on the Borrowers and the Lenders in the absence of manifest error. The Administrative Agent shall, at the request of either of the relevant BorrowerBorrowers, deliver to such the Borrower or the Term Loan Borrower, as applicable, a statement showing the quotations furnished by the Reference Lenders (if any) used by the Administrative Agent in determining any interest rate with respect pursuant to a Eurodollar Loan subsections 3.4(a), (b) or an Index Rate Competitive Loan(d). (c) If any Reference Lender shall for any reason no longer have a Revolving Credit CommitmentCommitment or any Loans, such Reference Lender shall thereupon cease to be a Reference Lender, and if, as a result, there shall only be one Reference Lender remaining, the Administrative Agent (after consultation with the Lenders and with the consent of IBMthe Borrower (which consent shall not be unreasonably withheld)) shall, by notice to the Borrowers Borrower and the Lenders, designate another Lender as a Reference Lender so that there shall at all times be at least two Reference Lenders. (d) Each Reference Lender shall use its best efforts to furnish quotations of rates to the Administrative Agent on a timely basis as contemplated hereby. If any of the Reference Lenders shall be unable or shall otherwise fail to supply such rates to the Administrative Agent upon its request, the rate of interest shall, subject to the provisions of Section 2.14subsection 3.6, be determined on the basis of the quotations of the remaining Reference Lenders or Reference Lender.

Computation of Interest and Fees. (a) Facility Commitment fees and Alternate Base Rate interest (other than interest shall be calculated on the basis of the Prime Rate) a 365/366 day year and Eurodollar Rate interest shall be calculated on the basis of a 360-day year for the actual days elapsed. Interest calculated on the basis of the Prime Rate shall be calculated on the basis of a 365- (or 366-, as the case may be) day year for the actual days elapsed. The Administrative Agent shall as soon as practicable notify the relevant Borrower and the Lenders of each determination of a Eurodollar Rate. Any change in the interest rate on a US$ Loan resulting from a change in the ABR Alternate Base Rate or the Eurocurrency Reserve Requirements shall become effective as of the opening of business on the day on which such change becomes effective. The Administrative Agent shall as soon as practicable notify the relevant Borrower and the Lenders of the effective date and the amount of each such change in interest rate. (b) Each determination of an interest rate by the Administrative Agent pursuant to any provision of this Agreement shall be conclusive and binding on the Borrowers Borrower and the Lenders in the absence of manifest error. The Administrative Agent shallAgent, at the request of the relevant Borrower, shall deliver to such the Borrower a statement showing the quotations furnished by the Reference Lenders (if any) used by the Administrative Agent in determining any interest rate with respect pursuant to a Eurodollar Loan or an Index Rate Competitive LoanSECTION 2.12(a). (c) If any Reference Lender shall for any reason no longer have a Revolving Credit Commitment, such Reference Lender shall thereupon cease All payments to be a Reference Lendermade by the Borrower shall be made without setoff, and ifrecoupment or counterclaim. Except as otherwise expressly provided herein, as a result, there all payments by the Borrower shall only be one Reference Lender remaining, the Administrative Agent (with the consent of IBM) shall, by notice to the Borrowers and the Lenders, designate another Lender as a Reference Lender so that there shall at all times be at least two Reference Lenders. (d) Each Reference Lender shall use its best efforts to furnish quotations of rates made to the Administrative Agent on a timely basis as contemplated hereby. If any for the account of the Reference Lenders at the Administrative Agent's office specified in SECTION 9.2 and shall be unable made in Dollars. Such payments shall be made in like funds received, and no later than 12:00 p.m. (New York City time) on the date specified herein. The Administrative Agent will promptly distribute to each Lender its pro rata share (or shall otherwise fail to supply other applicable share as expressly provided herein) of such rates to principal, interest, fees or other amounts, in like funds as received for the account of the Lenders' respective Applicable Lending Office. Any payment which is received by the Administrative Agent upon its request, the rate of interest shall, subject later than 12:00 p.m. (New York City time) shall be deemed to the provisions of Section 2.14, be determined have been received on the basis of the quotations of the remaining Reference Lenders following Business Day and any applicable interest or Reference Lenderfee shall continue to accrue.

Computation of Interest and Fees. (a) Facility fees and interest (other than interest Interest in respect of Alternate Base Rate Loans shall be calculated on the basis of a (i) 365-day (or 366-day, as the case may be) year for the actual days elapsed when such Alternate Base Rate Loans are based on the Prime Rate, and (ii) a 360-day year for the actual days elapsed when based on the Base CD Rate or the Federal Funds Effective Rate. Interest in respect of Eurodollar Loans shall be calculated on the basis of a 360-day year for the actual days elapsed. Interest calculated on the basis of the Prime Rate shall be calculated on the basis of a 365- (or 366-, as the case may be) day year for the actual days elapsed. The Administrative Agent shall as soon as practicable notify the relevant Borrower Company and the Lenders Banks of each determination of a Eurodollar Rate. Any change in the interest rate on a US$ Loan resulting from a change in the ABR Alternate Base Rate or the Applicable Margin or the Eurocurrency Reserve Requirements shall become effective as of the opening of business on the day on which such change becomes in the Alternate Base Rate is announced, such Applicable Margin changes as provided herein or such change in or the Eurocurrency Reserve Requirements shall become effective, as the case may be. The Administrative Agent shall as soon as practicable notify the relevant Borrower Company and the Lenders Banks of the effective date and the amount of each such change in interest ratechange. (b) Each determination of an interest rate by the Administrative Agent pursuant to any provision of this Agreement shall be conclusive and binding on the Borrowers Company and the Lenders Banks in the absence of manifest error. The Administrative Agent shall, at the request of the relevant BorrowerCompany, deliver to such Borrower the Company a statement showing the quotations furnished by the Reference Lenders (if any) used by the Administrative Agent in determining any interest rate with respect pursuant to a Eurodollar Loan subsection 2.6(a) or an Index Rate Competitive Loan(c). (c) If any Reference Lender Bank's Commitment shall terminate (otherwise than on termination of all the commitments), or its Loan shall be assigned for any reason no longer have a Revolving Credit Commitmentwhatsoever, such Reference Lender Bank shall thereupon cease to be a Reference LenderBank, and if, as a resultresult of the foregoing, there shall only be one Reference Lender Bank remaining, then the Administrative Agent (after consultation with the consent of IBMCompany) shall, by notice to the Borrowers Company and the LendersBanks, designate another Lender Bank as a Reference Lender Bank so that there shall at all times be at least two Reference LendersBanks. (d) Each Reference Lender Bank shall use its best efforts to furnish quotations of rates to the Administrative Agent on a timely basis as contemplated hereby. If any of the Reference Lenders Banks shall be unable or shall otherwise fail fails to supply such rates to the Administrative Agent upon its request, the rate of interest shall, subject to the provisions of Section 2.14, shall be determined on the basis of the quotations of the remaining Reference Lenders Banks or Reference LenderBank.

Computation of Interest and Fees. (a) Facility fees and interest Interest (other than interest calculated based on the basis of the Prime Base Rate) shall be calculated on the basis of a 360-day year for the actual days elapsed. Interest calculated ; and interest based on the basis of the Prime Base Rate shall be calculated on the basis of a 365- 365-day year (or 366-366-day year, as the case may be) day year for the actual days elapsed. The Administrative Agent shall as soon as practicable notify the relevant Borrower Representative and the affected Lenders of each determination of a Eurodollar an Adjusted LIBOR Rate. Any change in the interest rate on a US$ Loan resulting from a change in the ABR Alternate Base Rate or the Statutory Reserves shall become effective as of the opening of business on the day on which such change becomes effective. The Administrative Agent shall as soon as practicable notify the relevant Borrower Representative and the affected Lenders of the effective date and the amount of each such change in interest rate. (b) Each determination of an interest rate by the Administrative Agent pursuant to any provision of this Agreement shall be conclusive and binding on each of the Borrowers and the Lenders in the absence of manifest error. The Administrative Agent shall, at the request of the relevant BorrowerBorrower Representative or any Lender, deliver to the Borrower Representative or such Borrower Lender a statement showing in reasonable detail the quotations furnished by the Reference Lenders (if any) calculations used by the Administrative Agent in determining any interest rate with respect pursuant to a Eurodollar Subsection 4.1, excluding any LIBOR Rate which is based upon the Reuters Monitor Money Rates Service page and any ABR Loan or an Index Rate Competitive Loanwhich is based upon the Alternate Base Rate. (c) If any Upon the request of the Administrative Agent, each Reference Bank (whether or not currently a Lender shall for any reason no longer have a Revolving Credit Commitmenthereunder) agrees that, if such Reference Lender shall thereupon cease Bank is currently providing quotes for United States Dollar deposits to be a Reference Lenderleading banks in the London interbank market, it will promptly (and if, as a result, there shall only be one Reference Lender remaining, no later than the Business Day following any such request) supply the Administrative Agent (with the consent rate quoted by such Reference Bank to leading banks in the London interbank market two Business Days before the first day of IBM) shall, by notice the relevant Interest Period for United States Dollar deposits of a duration equal to the Borrowers and the Lenders, designate another Lender as a Reference Lender so that there shall at all times be at least two Reference Lendersduration of such Interest Period. (d) Each Reference Lender shall use its best efforts to furnish quotations of rates to the Administrative Agent on a timely basis as contemplated hereby. If any of the Reference Lenders shall be unable or shall otherwise fail to supply such rates to the Administrative Agent upon its request, the rate of interest shall, subject to the provisions of Section 2.14, be determined on the basis of the quotations of the remaining Reference Lenders or Reference Lender.

Computation of Interest and Fees. (a) Facility fees and All computations of interest for Base Rate Loans (other than interest calculated on including Base Rate Loans determined by reference to the basis of the Prime Eurocurrency Rate) and fees under the Fee Letter shall be calculated made on the basis of a 360year of three hundred sixty-day year for the actual days elapsed. Interest calculated on the basis of the Prime Rate shall be calculated on the basis of a 365- five (365) or 366-three hundred sixty-six (366) days, as the case may be) day year for the , and actual days elapsed. The Administrative Agent All other computations of fees and interest shall as soon as practicable notify be made on the relevant Borrower and the Lenders of each determination basis of a Eurodollar Rate. Any change three hundred sixty (360) day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a three hundred sixty-five (365) day year), or, in the case of interest rate in respect of Loans denominated in Alternative Currencies as to which market practice differs from the foregoing, in accordance with such market practice. Interest shall accrue on a US$ each Loan resulting from a change in the ABR shall become effective as of the opening of business on for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such change becomes effectiveportion is paid, provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.13(a), bear interest for one day. The Each determination by the Administrative Agent of an interest rate or fee hereunder shall as soon as practicable notify be conclusive and binding for all purposes, absent manifest error. With respect to all Non-LIBOR Quoted Currencies, the relevant Borrower and the Lenders calculation of the effective date and the amount of each such change applicable interest rate shall be determined in interest rateaccordance with market practice. (b) Each determination If, as a result of an interest rate any restatement of or other adjustment to the financial statements of the Borrower or for any other reason, the Borrower or the Lenders determine that (i) the Consolidated Total Net Leverage Ratio as calculated by the Borrower as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated Total Net Leverage Ratio would have resulted in higher pricing for such period, the Borrower shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Lenders or the applicable L/C Issuer, as the case may be, promptly on demand by the Administrative Agent pursuant (or, after the occurrence of an actual or deemed entry of an order for relief with respect to the Borrower under the Bankruptcy Code (or any similar provision of this Agreement shall be conclusive in any other Debtor Relief Laws), automatically and binding on the Borrowers and the Lenders in the absence of manifest error. The Administrative Agent shall, at the request of the relevant Borrower, deliver to such Borrower a statement showing the quotations furnished by the Reference Lenders (if any) used without further action by the Administrative Agent in determining Agent, any Lender or any L/C Issuer), an amount equal to the excess of the amount of interest rate with respect to a Eurodollar Loan and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of the Administrative Agent, any Lender or an Index Rate Competitive Loan. (c) If any Reference Lender shall for any reason no longer have a Revolving Credit Commitment, such Reference Lender shall thereupon cease to be a Reference Lender, and ifL/C Issuer, as a resultthe case may be, there under Section 2.03(c)(iii), 2.03(h) or 2.09(b) or under Article VIII. The Borrower’s obligations under this paragraph shall only be one Reference Lender remaining, survive the Administrative Agent (with termination of the consent of IBM) shall, by notice to the Borrowers Aggregate Commitments and the Lenders, designate another Lender as a Reference Lender so that there shall at repayment of all times be at least two Reference Lendersother Obligations hereunder. (d) Each Reference Lender shall use its best efforts to furnish quotations of rates to the Administrative Agent on a timely basis as contemplated hereby. If any of the Reference Lenders shall be unable or shall otherwise fail to supply such rates to the Administrative Agent upon its request, the rate of interest shall, subject to the provisions of Section 2.14, be determined on the basis of the quotations of the remaining Reference Lenders or Reference Lender.

Computation of Interest and Fees. (a) Facility fees and interest (other than interest Interest in respect of Alternate Base Rate Loans shall be calculated on the basis of a (i) 365-day (or 366- day, as the case may be) year for the actual days elapsed when such Alternate Base Rate Loans are based on the Prime Rate, and (ii) a 360-day year for the actual days elapsed when based on the Base CD Rate or the Federal Funds Effective Rate. All other interest and fees payable hereunder shall be calculated on the basis of a 360-day year for the actual days elapsed. Interest calculated on the basis of the Prime Rate shall be calculated on the basis of a 365- (or 366-, as the case may be) day year for the actual days elapsed. The Administrative Agent shall as soon as practicable notify the relevant Borrower Company and the Lenders Banks of each determination of a Eurodollar Rate. Any change in the interest rate on a US$ RFC Loan resulting from a change in the ABR Alternate Base Rate or the Applicable Margin or the Eurocurrency Reserve Requirements shall become effective as of the opening of business on the day on which such change becomes in the Alternate Base Rate is announced, such Applicable Margin changes as provided herein or such change in the Eurocurrency Reserve Requirements shall become effective, as the case may be. The Administrative Agent shall as soon as practicable notify the relevant Borrower Company and the Lenders Banks of the effective date and the amount of each such change in interest ratechange. (b) Each determination of an interest rate by the Administrative Agent pursuant to any provision of this Agreement or of the CP Rate by RFC shall be conclusive and binding on the Borrowers Company and the Lenders Banks in the absence of manifest error. The Administrative Agent shall, at the request of the relevant BorrowerCompany, deliver to such Borrower the Company a statement showing the quotations furnished by the Reference Lenders (if any) used by the Administrative Agent in determining any interest rate with respect pursuant to a Eurodollar Loan or an Index Rate Competitive Loansubsection 2.7(a). (c) If any Reference Lender Bank's Commitment shall terminate (otherwise than on termination of all the Commitments), or its RFC Loans shall be assigned for any reason no longer have a Revolving Credit Commitmentwhatsoever, such Reference Lender Bank shall thereupon cease to be a Reference LenderBank, and if, as a resultresult of the foregoing, there shall only be one Reference Lender Bank remaining, then the Administrative Agent (after consultation with the consent of IBMCompany and the Banks) shall, by notice to the Borrowers Company and the LendersBanks, designate another Lender Bank as a Reference Lender Bank so that there shall at all times be at least two Reference LendersBanks. (d) Each Reference Lender Bank shall use its best efforts to furnish quotations of rates to the Administrative Agent on a timely basis as contemplated hereby. If any of the Reference Lenders Banks shall be unable or shall otherwise fail fails to supply such rates to the Administrative Agent upon its request, the rate of interest shall, subject to the provisions of Section 2.14, shall be determined on the basis of the quotations of the remaining Reference Lenders Banks or Reference LenderBank.