Common use of Interest and Applicable Margins Clause in Contracts

Interest and Applicable Margins. (a) Subject to Sections 2.4(c) and 2.4(d), each Loan shall bear interest on the outstanding principal amount thereof from the date when made at a rate per annum equal to Adjusted Term SOFR or the Base Rate, as the case may be, plus the Applicable Margin. Each determination of an interest rate by the Administrative Agent shall be conclusive and binding on the Borrowers and the Lenders in the absence of manifest error. All computations of Fees and interest payable under this Credit Agreement shall be made on the basis of a 360-day year and actual days elapsed, except that interest computed by reference to the Base Rate shall be computed on the basis of a 365-day year (366 days in the case of a leap year) and actual days elapsed. Interest and Fees shall accrue during each period during which interest or such Fees are computed from (and including) the first day thereof to (but excluding) the last day thereof. (b) All as determined by the Administrative Agent in accordance with the Fundamental Documents and the Administrative Agent’s loan systems and procedures periodically in effect, interest shall be paid in arrears (i) on each Interest Payment Date and (ii) on the date of each payment or prepayment of Loans. The Administrative Agent may estimate the amount of interest that the Borrowers will owe on ▇▇▇▇▇▇▇▇▇’ periodic statements and the Administrative Agent may adjust the amount of interest owed on each subsequent statement provided to Borrowers to reflect any differential between the estimated amount of interest shown on Borrowers’ preceding statement and the actual amount of interest determined to have been due by the Administrative Agent on the preceding Interest Payment Date. Borrowers agree to pay the amount shown due on the Interest Payment Date on each of Borrowers’ periodic statements on each Interest Payment Date. (c) At the election of the Administrative Agent or the Required Lenders while any Event of Default exists (or automatically while any Event of Default under Section 7.1(b), 7.1(c), 7.1(h) or 7.1(i) exists), interest (after as well as before entry of judgment thereon to the extent permitted by Applicable Law) on the Loans shall increase, from and after the date of occurrence of such Event of Default, to a rate per annum which is determined by adding 2.0% per annum to the Applicable Margin then in effect for such Loans (plus Adjusted Term SOFR or the Base Rate, as the case may be) (the “Default Rate”). All such interest shall be payable on demand of the Administrative Agent or the Required Lenders. Each Borrower acknowledges that it would be extremely difficult or impracticable to determine Lenders’ actual damages resulting from any Event of Default and the aforementioned increase to the interest rate being charged hereunder is a reasonable estimate of those damages and does not constitute a penalty. (d) Anything herein to the contrary notwithstanding, the obligations of the Borrowers hereunder shall be subject to the limitation that payments of interest shall not be required, for any period for which interest is computed hereunder, to the extent (but only to the extent) that contracting for or receiving such payment by the respective Lender would be contrary to the provisions of any Applicable Law applicable to such Lender limiting the highest rate of interest that may be lawfully contracted for, charged or received by such Lender, and in such event Borrowers shall pay such Lender interest at the highest rate permitted by Applicable Law (“Maximum Lawful Rate”) for such period; provided, that if at any time thereafter the rate of interest payable hereunder is less than the Maximum Lawful Rate, Borrowers shall continue to pay interest hereunder at the Maximum Lawful Rate until such time as the total interest received by the Administrative Agent, on behalf of Lenders, is equal to the total interest that would have been received had the interest payable hereunder been (but for the operation of this paragraph) the interest rate payable since the Closing Date as otherwise provided in this Credit Agreement. (e) Borrower hereby promises to pay to the Administrative Agent, on each Principal Payment Date until the Loans have been paid in full, the unpaid principal balance of the Loans in quarterly installments equal to 2.5% of the aggregate principal amount of Loans issued under this Credit Agreement; provided that the last installment of principal of the Loans shall be due and payable on the Maturity Date (if not earlier paid) and shall be in an amount sufficient to pay in full the entire unpaid principal amount of the Loans.

Interest and Applicable Margins. (a) Subject The Borrower shall pay interest to Sections 2.4(cAgent, for the ratable benefit (subject to Section 9.9(c)) and 2.4(d)of Lenders in accordance with the various Revolving Loan Advances being made by each Lender, in arrears on each Loan shall bear interest on applicable Interest Payment Date, at the outstanding principal amount thereof from the date when made at a rate per annum equal to Adjusted Term SOFR or the Base Rate, as the case may be, Index Rate plus the Applicable MarginIndex Margin per annum, or, at the election of the Borrower, the applicable LIBOR Rate plus the Applicable LIBOR Margin per annum. Each determination The Applicable Margins are as follows: Applicable Index Margin 7.50% Applicable LIBOR Margin 8.50% (b) If any payment on the Revolving Loan becomes due and payable on a day other than a Business Day, the maturity thereof will be extended to the next succeeding Business Day (except as set forth in the definition of an LIBOR Period) and, with respect to payments of principal, interest rate by the Administrative Agent thereon shall be conclusive and binding on payable at the Borrowers and the Lenders in the absence of manifest error. then applicable rate during such extension. (c) All computations of Fees calculated on a per annum basis and interest payable under this Credit Agreement shall be made by Agent on the basis of a 360-day year (or, in connection with the calculation of interest in respect of Index Rate Loans, a 365 or 366-day year, as applicable), in each case for the actual number of days occurring in the period for which such interest and actual days elapsed, except that Fees are payable. The Index Rate is a floating rate determined for each day. Each determination by Agent of an interest computed by reference to the Base Rate rate and Fees hereunder shall be computed on presumptive evidence of the basis correctness of a 365-day year (366 days in the case of a leap year) such rates and actual days elapsed. Interest and Fees shall accrue during each period during which interest or such Fees are computed from (and including) the first day thereof to (but excluding) the last day thereofFees. (bd) All So long as determined by the Administrative Agent in accordance with the Fundamental Documents and the Administrative Agent’s loan systems and procedures periodically in effect, interest shall be paid in arrears (i) on each Interest Payment Date and (ii) on the date of each payment or prepayment of Loans. The Administrative Agent may estimate the amount of interest that the Borrowers will owe on ▇▇▇▇▇▇▇▇▇’ periodic statements and the Administrative Agent may adjust the amount of interest owed on each subsequent statement provided to Borrowers to reflect any differential between the estimated amount of interest shown on Borrowers’ preceding statement and the actual amount of interest determined to have been due by the Administrative Agent on the preceding Interest Payment Date. Borrowers agree to pay the amount shown due on the Interest Payment Date on each of Borrowers’ periodic statements on each Interest Payment Date. (c) At the election of the Administrative Agent or the Required Lenders while any an Event of Default exists (has occurred and is continuing under Section 8.1(a) or automatically while so long as any other Event of Default under Section 7.1(b)has occurred and is continuing and at the written request of Requisite Lenders to Agent, 7.1(c), 7.1(h) or 7.1(i) exists), interest (after as well as before entry of judgment thereon confirmed by written notice from Agent to the extent permitted Borrower, and without further notice, motion or application to, hearing before, or order from the Bankruptcy Court, the interest rates applicable to the Revolving Loan Advances shall be increased by Applicable Lawtwo percentage points (2%) on per annum above the Loans shall increase, from and after rates of interest or the date of occurrence rate of such Event of Default, to a rate per annum which is determined by adding 2.0% per annum to the Applicable Margin then in effect for such Loans (plus Adjusted Term SOFR or the Base Rate, as the case may be) Fees otherwise applicable hereunder (the “Default Rate”), and all outstanding Obligations shall bear interest at the Default Rate applicable to such Obligations. All Interest at the Default Rate shall accrue from the initial date of such interest Event of Default until that Event of Default is cured or waived and shall be payable on demand upon demand. (e) Subject to the conditions precedent set forth in Section 2.2, the Borrower shall have the option to (i) request that any Revolving Loan Advance be made as a LIBOR Loan, (ii) convert at any time all or any part of outstanding Revolving Loan Advances from Index Rate Loans to LIBOR Loans, (iii) convert a Revolving Loan Advance which is a LIBOR Loan to an Index Rate Loan subject to payment of LIBOR breakage costs in accordance with Section 1.9(b) if such conversion is made prior to the expiration of the Administrative Agent LIBOR Period applicable thereto, or (iv) continue all or any portion of any Revolving Loan Advance as a LIBOR Loan upon the Required expiration of the applicable LIBOR Period and the succeeding LIBOR Period of that continued Revolving Loan Advance shall commence on the first day after the last day of the LIBOR Period of the Revolving Loan Advance to be continued. The Revolving Loan Advances shall be made, converted or continued solely on a pro rata basis among all Lenders. Each Any Revolving Loan Advances or group of Revolving Loan Advances having the same proposed LIBOR Period to be made or continued as, or converted into, a LIBOR Loan must be in a minimum amount of $5,000,000 and integral multiples of $500,000 in excess of such amount. Any such election must be made by 11:00 a.m. (New York City time) on the third Business Day prior to (1) the date of any proposed Revolving Loan Advance which is to bear interest at the LIBOR Rate, (2) the end of each LIBOR Period with respect to any LIBOR Loans to be continued as such, or (3) the date on which the Borrower acknowledges that it would be extremely difficult wishes to convert any Index Rate Loan to a LIBOR Loan for a LIBOR Period designated by the Borrower in such election. If no election is received with respect to a LIBOR Loan by 11:00 a.m. (New York City time) on the third Business Day prior to the end of the LIBOR Period with respect thereto (or impracticable to determine Lenders’ actual damages resulting from any if a Default or an Event of Default has occurred and is continuing or if the aforementioned increase additional conditions precedent set forth in Section 2.2 shall not have been satisfied), that LIBOR Loan shall be converted to an Index Rate Loan at the interest rate being charged hereunder is end of its LIBOR Period. The Borrower must make such election by notice to Agent in writing, by telecopy, by electronic mail of a reasonable estimate copy in portable document format or by overnight courier. In the case of those damages and does not constitute any conversion or continuation, such election must be made pursuant to a penaltywritten notice (a “Notice of Conversion/Continuation”) in the form of Exhibit 1.4(e). (df) Anything herein Notwithstanding anything to the contrary notwithstandingset forth in this Section 1.4, if a court of competent jurisdiction determines in a final order that the obligations of the Borrowers hereunder shall be subject to the limitation that payments rate of interest shall not be required, for any period for which interest is computed hereunder, to the extent (but only to the extent) that contracting for or receiving such payment by the respective Lender would be contrary to the provisions of any Applicable Law applicable to such Lender limiting payable hereunder exceeds the highest rate of interest that may be lawfully contracted for, charged or received by such Lender, and in such event Borrowers shall pay such Lender interest at permissible under law (the highest rate permitted by Applicable Law (“Maximum Lawful Rate”) for such period), then so long as the Maximum Lawful Rate would be so exceeded, the rate of interest payable hereunder shall be equal to the Maximum Lawful Rate; provided, however, that if at any time thereafter the rate of interest payable hereunder is less than the Maximum Lawful Rate, Borrowers the Borrower shall continue to pay interest hereunder at the Maximum Lawful Rate until such time as the total interest received by the Administrative Agent, on behalf of Lenders, is equal to the total interest that would have been received had the interest rate payable hereunder been (but for the operation of this paragraph) the interest rate payable since the Closing Date as otherwise provided in this Credit Agreement. (e) Borrower hereby promises to pay . In no event shall the total interest received by any Lender pursuant to the Administrative Agent, on each Principal Payment Date until terms hereof exceed the Loans amount that such Lender could lawfully have received had the interest due hereunder been paid in full, calculated for the unpaid principal balance of full term hereof at the Loans in quarterly installments equal to 2.5% of the aggregate principal amount of Loans issued under this Credit Agreement; provided that the last installment of principal of the Loans shall be due and payable on the Maturity Date (if not earlier paid) and shall be in an amount sufficient to pay in full the entire unpaid principal amount of the LoansMaximum Lawful Rate.

Interest and Applicable Margins. (a) Subject Borrower shall pay interest to Sections 2.4(cAgent, for the ratable benefit of Lenders with respect to the Term Loan C made by each Lender, in arrears on each applicable Interest Payment Date, at the following rates: (i) and 2.4(d)with respect to such portion of the Term Loan C designated as an Index Rate Loan, each Loan shall bear interest on the outstanding principal amount thereof from the date when made at a rate per annum equal to Adjusted Term SOFR or the Base Rate, as the case may be, Index Rate plus the Applicable MarginTerm Loan C Index Margin per annum and (ii) with respect to such portion of the Term Loan C designated as a LIBOR Loan, the applicable LIBOR Rate plus the Applicable Term Loan C LIBOR Margin per annum. Each determination The Applicable Margins are as follows: Applicable Term Loan C Index Margin 6.00% Applicable Term Loan C LIBOR Margin 7.50% (b) If any payment on the Term Loan C becomes due and payable on a day other than a Business Day, the maturity thereof will be extended to the next succeeding Business Day (except as set forth in the definition of an LIBOR Period) and, with respect to payments of principal, interest rate by the Administrative Agent thereon shall be conclusive and binding on payable at the Borrowers and the Lenders in the absence of manifest error. then applicable rate during such extension. (c) All computations of Fees calculated on a per annum basis and interest payable under this Credit Agreement shall be made by Agent on the basis of a 360-day year year, in each case for the actual number of days occurring in the period for which such Fees and actual days elapsed, except that interest computed are payable. The Index Rate is a floating rate determined for each day. Each determination by reference to the Base Rate Agent of an interest rate and Fees hereunder shall be computed on the basis of a 365-day year (366 days in the case of a leap year) and actual days elapsed. Interest and Fees shall accrue during each period during which interest or such Fees are computed from (and including) the first day thereof to (but excluding) the last day thereof. (b) All as determined by the Administrative Agent in accordance with the Fundamental Documents and the Administrative Agent’s loan systems and procedures periodically in effect, interest shall be paid in arrears (i) on each Interest Payment Date and (ii) on the date of each payment or prepayment of Loans. The Administrative Agent may estimate the amount of interest that the Borrowers will owe on ▇▇▇▇▇▇▇▇▇’ periodic statements and the Administrative Agent may adjust the amount of interest owed on each subsequent statement provided to Borrowers to reflect any differential between the estimated amount of interest shown on Borrowers’ preceding statement and the actual amount of interest determined to have been due by the Administrative Agent on the preceding Interest Payment Date. Borrowers agree to pay the amount shown due on the Interest Payment Date on each of Borrowers’ periodic statements on each Interest Payment Date. (c) At the election presumptive evidence of the Administrative Agent or the Required Lenders while any Event of Default exists (or automatically while any Event of Default under Section 7.1(b), 7.1(c), 7.1(h) or 7.1(i) exists), interest (after as well as before entry of judgment thereon to the extent permitted by Applicable Law) on the Loans shall increase, from and after the date of occurrence correctness of such Event of Default, to a rate per annum which is determined by adding 2.0% per annum to the Applicable Margin then in effect for such Loans (plus Adjusted Term SOFR or the Base Rate, as the case may be) (the “Default Rate”). All such interest shall be payable on demand of the Administrative Agent or the Required Lenders. Each Borrower acknowledges that it would be extremely difficult or impracticable to determine Lenders’ actual damages resulting from any Event of Default rates and the aforementioned increase to the interest rate being charged hereunder is a reasonable estimate of those damages and does not constitute a penaltyFees. (d) Anything So long as an Event of Default has occurred and is continuing under SECTION 7.1(A), (F) or (G) and without notice of any kind, or so long as any other Event of Default has occurred and is continuing and at the election of Agent (or upon the written request of Requisite Lenders) confirmed by written notice from Agent to Borrower, the interest rates applicable to the Term Loan C shall be increased by two percentage points (2%) per annum above the rates of interest or the rate of such Fee otherwise applicable hereunder ("DEFAULT RATE"), and the outstanding principal balance of the Term Loan C shall bear interest at the Default Rate applicable to such Obligations. Interest at the Default Rate shall accrue from the initial date of such Event of Default until that Event of Default is cured or waived and shall be payable upon demand, but in any event, shall be payable on the next regularly scheduled payment date set forth herein for such Obligation. (e) Borrower shall have the option to convert at any time all or any part of the outstanding Term Loan C Loan from Index Rate Loans to LIBOR Loans, (ii) convert any LIBOR Loan to an Index Rate Loan, subject to payment of the LIBOR Breakage Costs in accordance with SECTION 1.3(D) if such conversion is made prior to the expiration of the LIBOR Period applicable thereto, or (iii) continue all or any portion of the Term Loan C as a LIBOR Loan upon the expiration of the applicable LIBOR Period and the succeeding LIBOR Period of that continued Term Loan C shall commence on the first day after the last day of the LIBOR Period of the Term Loan C to be continued. Any Term Loan C or group of Term Loans C having the same proposed LIBOR Period to be made or continued as, or converted into, a LIBOR Loan must be in a minimum amount of $5,000,000 and integral multiples of $500,000 in excess of such amount. Any such election must be made by 1:00 p.m. (New York time) on the 3rd Business Day prior to (1) the end of each LIBOR Period with respect to any LIBOR Loans to be continued as such or (2) the date on which Borrower wishes to convert any Index Rate Loan to a LIBOR Loan for a LIBOR Period designated by Borrower in such election. If no election is received with respect to a LIBOR Loan by 1:00 p.m. (New York time) on the 3rd Business Day prior to the end of the LIBOR Period with respect thereto, that LIBOR Loan shall be converted to an Index Rate Loan at the end of its LIBOR Period. Borrower must make such election by notice to Agent in writing, by fax or overnight courier (or by telephone, to be confirmed in writing on such day). In the case of any conversion or continuation, such election must be made pursuant to a written notice (a "NOTICE OF CONVERSION/CONTINUATION") in the form of EXHIBIT 1.2(E). No Loan shall be made, converted into or continued as a LIBOR Loan, if an Event of Default has occurred and is continuing and Agent or Requisite Lenders have determined not to continue the Term Loan C as a LIBOR Loan as a result thereof. No Term Loan C may be made as or converted into a LIBOR Loan until the earlier of (i) 45 days after the Closing Date or (ii) completion of the primary syndication as determined by Agent. (f) Notwithstanding anything to the contrary notwithstandingset forth in this SECTION 1.2, if a court of competent jurisdiction determines in a final order that the obligations of the Borrowers hereunder shall be subject to the limitation that payments rate of interest shall not be required, for any period for which interest is computed hereunder, to the extent (but only to the extent) that contracting for or receiving such payment by the respective Lender would be contrary to the provisions of any Applicable Law applicable to such Lender limiting payable hereunder exceeds the highest rate of interest that may permissible under law (the "MAXIMUM LAWFUL RATE"), then so long as the Maximum Lawful Rate would be lawfully contracted forso exceeded, charged or received by such Lender, and in such event Borrowers the rate of interest payable hereunder shall pay such Lender interest at be equal to the highest rate permitted by Applicable Law (“Maximum Lawful Rate”) for such period; provided, however, that if at any time thereafter the rate of interest payable hereunder is less than the Maximum Lawful Rate, Borrowers Borrower shall continue to pay interest hereunder at the Maximum Lawful Rate until such time as the total interest received by the Administrative Agent, on behalf of Lenders, is equal to the total interest that would have been received had the interest rate payable hereunder been (but for the operation of this paragraph) the interest rate payable since the Closing Date as otherwise provided in this Credit Agreement. . Thereafter, interest hereunder shall be paid at the rate(s) of interest and in the manner provided in SECTIONS 1.2(A) through (e) Borrower hereby promises to pay E), unless and until the rate of interest again exceeds the Maximum Lawful Rate, and at that time this paragraph shall again apply. In no event shall the total interest received by any Lender pursuant to the Administrative Agentterms hereof exceed the amount that such Lender could lawfully have received had the interest due hereunder been calculated for the full term hereof at the Maximum Lawful Rate. If the Maximum Lawful Rate is calculated pursuant to this paragraph, on each Principal Payment Date until such interest shall be calculated at a daily rate equal to the Loans have been paid Maximum Lawful Rate divided by the number of days in fullthe year in which such calculation is made. If, notwithstanding the unpaid principal balance provisions of this SECTION 1.2(F), a court of competent jurisdiction shall determine by a final, non-appealable order that a Lender has received interest hereunder in excess of the Loans Maximum Lawful Rate, Agent shall, to the extent permitted by applicable law, promptly apply such excess as specified in quarterly installments equal to 2.5% of the aggregate principal amount of Loans issued under this Credit Agreement; provided that the last installment of principal of the Loans shall be due and payable on the Maturity Date (if not earlier paidSECTION 1.5(E) and thereafter shall be in an amount sufficient refund any excess to pay in full the entire unpaid principal amount Borrower or as such court of the Loanscompetent jurisdiction may otherwise order.

Interest and Applicable Margins. (ai) Subject to Sections 2.4(cclause (e) and 2.4(d)below, each Loan shall bear the Borrowers may, at their option (an “Interest Election”) elect to pay interest on the Loans on each Interest Payment Date (i) entirely in cash (“Cash Interest”) or (ii) entirely by increasing the outstanding principal amount thereof of the Loans on the relevant Interest Payment Date by the amount of interest accrued from the effective date when of any such Interest Election until such Interest Payment Date (“PIK Interest”). The Borrowers must make an Interest Election by delivering a notice to the Administrative Agent no later than 5 Business Days prior to the effective date of any Interest Election, which notice shall specify (x) whether such Interest Election is made under clause (i) or (ii) of this Section 1.5(a) and (y) the effective date of such Interest Election. An Interest Election shall remain in effect until the earlier of (A) the delivery by the Borrowers of a new Interest Election and (B) the Maturity Date. In the event no Interest Election is made, interest on the Loans shall be PIK Interest. (b) Subject to clause (e) below, Loans shall bear interest at a rate per annum equal to Adjusted Term SOFR or the Base Rate, as the case may be, plus the Applicable Margin. Each determination of an interest rate by the Administrative Agent shall be conclusive and binding on the Borrowers and the Lenders in the absence of manifest error. All computations of Fees and interest payable under this Credit Agreement shall be made on the basis of a 360-day year and actual days elapsed, except that interest computed by reference to the Base Rate shall be computed on the basis of a 365-day year (366 days i) in the case of a leap yearCash Interest, 14.00% per annum and (ii) and actual days elapsedin the case of PIK Interest, 16.00% per annum. Cash Interest and Fees shall accrue during on each period during which interest or such Fees are computed from (and including) the first day thereof to (but excluding) the last day thereof. (b) All as determined by the Administrative Agent in accordance with the Fundamental Documents and the Administrative Agent’s loan systems and procedures periodically in effect, interest Loan shall be paid in arrears (i) payable on each Interest Payment Date and (ii) Date. PIK Interest on each Loan shall be payable by increasing the date outstanding principal amount of each payment or prepayment of Loans. The Administrative Agent may estimate the Loans by the amount of PIK Interest on each Interest Payment Date. Any interest that so added to the principal amount of the Loans shall bear interest as provided in this Section 1.5 from the date on which such interest has been so added. The obligation of the Borrowers will owe on ▇▇▇▇▇▇▇▇▇’ periodic statements and to pay PIK Interest shall be automatically evidenced by this Agreement or, if applicable, any Notes issued pursuant to this Agreement. Unless the Administrative Agent may adjust context otherwise requires, for all purposes hereof, references to “principal amount” of the Loans refers to the face amount of interest owed on each subsequent statement provided the Loans and not the gross proceeds funded hereunder and includes any PIK Interest so capitalized and added to Borrowers to reflect any differential between the estimated principal amount of the Loans from the date on which such interest shown has been so added. (c) If any payment on Borrowers’ preceding statement any Loan becomes due and payable on a day other than a Business Day, the actual amount maturity thereof will be extended to the next succeeding Business Day and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. (d) All computations of interest determined to have been due shall be made by the Administrative Agent on the preceding Interest Payment Date. Borrowers agree to pay basis of a 365/366 day year, in each case for the amount shown due on actual number of days occurring in the Interest Payment Date on each of Borrowers’ periodic statements on each Interest Payment Dateperiod for which such interest is payable. (ce) At the election So long as (i) an Event of Default has occurred and is continuing under Section 8.1(a), (f), (h), (l), (m) or (n) or (ii) any other Event of Default has occurred and is continuing and the Administrative Agent or the Required Lenders while any Event of Default exists (or automatically while any Event of Default under Section 7.1(b), 7.1(c), 7.1(h) or 7.1(i) exists), interest (after as well as before entry of judgment thereon shall have given written notice to the extent permitted by Applicable Law) on Borrowers, the Loans and all other outstanding Obligations shall increase, from and after the date of occurrence of such Event of Default, to a rate per annum which is determined by adding 2.0bear interest at 2.00% per annum above the rate otherwise applicable to the Applicable Margin then in effect for such Loans (plus Adjusted Term SOFR or the Base Rate, as the case may be) (the “Default Rate”). All Interest at the Default Rate shall accrue from the initial date of such interest Event of Default until that Event of Default is cured or waived and shall be payable on demand of the Administrative Agent or the Required Lenders. Each Borrower acknowledges that it would be extremely difficult or impracticable to determine Lenders’ actual damages resulting from any Event of Default and the aforementioned increase to the interest rate being charged hereunder is a reasonable estimate of those damages and does not constitute a penalty. (d) Anything herein to the contrary notwithstanding, the obligations of the Borrowers hereunder shall be subject to the limitation that payments of interest shall not be required, for any period for which interest is computed hereunder, to the extent (but only to the extent) that contracting for or receiving such payment by the respective Lender would be contrary to the provisions of any Applicable Law applicable to such Lender limiting the highest rate of interest that may be lawfully contracted for, charged or received by such Lender, and in such event Borrowers shall pay such Lender interest at the highest rate permitted by Applicable Law (“Maximum Lawful Rate”) for such period; provided, that if at any time thereafter the rate of interest payable hereunder is less than the Maximum Lawful Rate, Borrowers shall continue to pay interest hereunder at the Maximum Lawful Rate until such time as the total interest received by the Administrative Agent, on behalf of Lenders, is equal to the total interest that would have been received had the interest payable hereunder been (but for the operation of this paragraph) the interest rate payable since the Closing Date as otherwise provided in this Credit Agreement. (e) Borrower hereby promises to pay to the Administrative Agent, cash on each Principal Interest Payment Date until the Loans have been paid in full, the unpaid principal balance of the Loans in quarterly installments equal to 2.5% of the aggregate principal amount of Loans issued under this Credit Agreement; provided that the last installment of principal of the Loans shall be due and payable on the Maturity Date (if not earlier paid) and shall be in an amount sufficient to pay in full the entire unpaid principal amount of the LoansDate.

Interest and Applicable Margins. (a) Subject to Sections 2.4(c) and 2.4(d), Interest shall accrue on each Term Loan shall bear interest on the outstanding principal amount thereof from the date when made for each Interest Period at a rate per annum equal to Adjusted Term SOFR or the Base Rate, as the case may be, plus aggregate of the Applicable MarginMargin and LIBOR for such Interest Period. Each determination of an The Borrower shall pay accrued interest rate by the Administrative Agent shall be conclusive and binding on the Borrowers and the Lenders in the absence of manifest error. All computations of Fees and interest payable under this Credit Agreement shall be made on the basis of a 360-day year and actual days elapsed, except that interest computed by reference each Term Loan to the Base Rate shall be computed on the basis of a 365-day year (366 days in the case of a leap year) and actual days elapsed. Interest and Fees shall accrue during each period during which interest or such Fees are computed from (and including) the first day thereof to (but excluding) the last day thereof. (b) All as determined by the Administrative Agent in accordance with the Fundamental Documents and the Administrative Agent’s loan systems and procedures periodically in effect, interest shall be paid Lender in arrears (i) on each Interest Payment Date and (ii) on the date of each payment or prepayment of Loans. The Administrative Agent may estimate the amount of interest that the Borrowers will owe on ▇▇▇▇▇▇▇▇▇’ periodic statements and the Administrative Agent may adjust the amount of interest owed on each subsequent statement provided to Borrowers to reflect any differential between the estimated amount of interest shown on Borrowers’ preceding statement and the actual amount of interest determined to have been due by the Administrative Agent on the preceding Interest Payment Date. Borrowers agree to pay the amount shown due on the Interest Payment Date on each of Borrowers’ periodic statements in cash on each Interest Payment Date. (b) If any payment on any Term Loan becomes due and payable on a day other than a Business Day, the maturity thereof will be extended to the next succeeding Business Day in that calendar month (if there is one) or the preceding Business Day (if there is not) and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. (c) At All computations of interest shall be made by the election Lender from day-to-day on the basis of a 360 day year, in each case, for the actual number of days occurring in the period for which such interest is payable. Each determination by the Lender of interest rates hereunder shall be presumptive evidence of the Administrative Agent or the Required Lenders while any correctness of such rates. (d) So long as an Event of Default exists has occurred and is continuing, (or automatically while any Event of Default under Section 7.1(b), 7.1(c), 7.1(hi) or 7.1(i) exists), the interest (after as well as before entry of judgment thereon rates applicable to the extent permitted by Applicable Law) on the Term Loans shall increase, from and after the date of occurrence of such Event of Default, to a rate be increased by two percentage points (2%) per annum which is determined by adding 2.0% per annum above the rates of interest otherwise applicable to the Applicable Margin then in effect for such Loans (plus Adjusted Term SOFR or the Base Rate, as the case may be) Loan hereunder (the “Default Rate”), and (ii) all other outstanding Obligations shall bear interest at the Default Rate. All Interest at the Default Rate shall accrue from the initial date of such interest Event of Default until that Event of Default is cured or waived and shall be payable on demand of the Administrative Agent or the Required Lenders. Each Borrower acknowledges that it would be extremely difficult or impracticable to determine Lenders’ actual damages resulting from any Event of Default and the aforementioned increase to the interest rate being charged hereunder is a reasonable estimate of those damages and does not constitute a penaltyupon demand. (de) Anything herein Notwithstanding anything to the contrary notwithstandingset forth in this Section 1.07, if a court of competent jurisdiction determines in a final order that the obligations of the Borrowers hereunder shall be subject to the limitation that payments rate of interest shall not be required, for any period for which interest is computed hereunder, to the extent (but only to the extent) that contracting for or receiving such payment by the respective Lender would be contrary to the provisions of any Applicable Law applicable to such Lender limiting payable hereunder exceeds the highest rate of interest that may be lawfully contracted for, charged or received by such Lender, and in such event Borrowers shall pay such Lender interest at permissible under law (the highest rate permitted by Applicable Law (“Maximum Lawful Rate”) for such period), then so long as the Maximum Lawful Rate would be so exceeded, the rate of interest payable hereunder shall be equal to the Maximum Lawful Rate; provided, however, that if at any time thereafter the rate of interest payable hereunder is less than the Maximum Lawful Rate, Borrowers the Borrower shall continue to pay interest hereunder at the Maximum Lawful Rate until such time as the total interest received by the Administrative Agent, on behalf of LendersLender, is equal to the total interest that would have been received had the interest rate payable hereunder been (but for the operation of this paragraph) the interest rate payable since the Closing Date as otherwise provided in this Credit Agreement. (e) Borrower hereby promises to pay . In no event shall the total interest received by the Lender pursuant to the Administrative Agent, on each Principal Payment Date until terms hereof exceed the Loans have been paid in full, the unpaid principal balance of the Loans in quarterly installments equal to 2.5% of the aggregate principal amount of Loans issued under this Credit Agreement; provided that the last installment of principal of Lender could lawfully have received had the Loans shall be interest due and payable on hereunder been calculated for the Maturity Date (if not earlier paid) and shall be in an amount sufficient to pay in full term hereof at the entire unpaid principal amount of the LoansMaximum Lawful Rate.

Interest and Applicable Margins. (a) Subject Borrowers shall pay interest to Sections 2.4(c) and 2.4(d)Agent, for the ratable benefit of Lenders in accordance with the various Loans being made by each Loan shall bear interest Lender, in arrears on each applicable Interest Payment Date, with respect to the outstanding principal amount thereof from Revolving Credit Advances, at the date when made at a rate per annum equal to Adjusted Term SOFR or the Base Rate, as the case may be, Index Rate plus the Applicable MarginRevolver Index Margin per annum or, at the election of Borrower Representative, at the applicable LIBOR Rate plus the Applicable Revolver LIBOR Margin per annum, based on the aggregate Revolving Credit Advances outstanding from time to time. Each determination of an interest rate Applicable Revolver LIBOR Margin 0.875% The Applicable Margins may be adjusted by reference to the Administrative Agent following grid: Greater than $50,000,000 0.00% 0.875% Less than or equal to $50,000,000 0.25% 1.125% Adjustments in the Applicable Margins commencing with the Fiscal Quarter ending June 30, 2006 shall be conclusive implemented quarterly on a prospective basis, on each January 1, April 1, July 1 or October 1 occurring thereafter, based on Agent’s determination on each such date of Borrowers’ average Borrowing Availability for the immediately preceding Fiscal Quarter. If an Event of Default has occurred and binding on is continuing at the Borrowers and the Lenders time any reduction in the absence Applicable Margins is to be implemented, that reduction shall be deferred until the first day of manifest error. the first calendar month following the date on which such Event of Default is waived in writing or cured. (b) Solely for purposes of the payment of interest and not in connection with the calculation of the Financial Covenants or otherwise, if any payment on any Loan becomes due and payable on a day other than a Business Day, the maturity thereof will be extended to the next succeeding Business Day (except as set forth in the definition of LIBOR Period) and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. (c) All computations of Fees calculated on a per annum basis and interest payable under this Credit Agreement shall be made by Agent on the basis of a 360-day year year, in each case for the actual number of days occurring in the period for which such interest and actual days elapsed, except that Fees are payable. The Index Rate is a floating rate determined for each day. Each determination by Agent of an interest computed by reference to the Base Rate rate and Fees hereunder shall be computed on presumptive evidence of the basis correctness of a 365-day year (366 days in the case of a leap year) such rates and actual days elapsed. Interest and Fees shall accrue during each period during which interest or such Fees are computed from (and including) the first day thereof to (but excluding) the last day thereofFees, absent manifest error. (bd) All So long as determined by the Administrative Agent in accordance with the Fundamental Documents an Event of Default has occurred and the Administrative Agent’s loan systems and procedures periodically in effectis continuing under Section 8.1(a), interest shall be paid in arrears (h) or (i) on each Interest Payment Date or so long as any other Event of Default has occurred and (ii) on the date of each payment or prepayment of Loans. The Administrative Agent may estimate the amount of interest that the Borrowers will owe on ▇▇▇▇▇▇▇▇▇’ periodic statements is continuing and the Administrative Agent may adjust the amount of interest owed on each subsequent statement provided to Borrowers to reflect any differential between the estimated amount of interest shown on Borrowers’ preceding statement and the actual amount of interest determined to have been due by the Administrative Agent on the preceding Interest Payment Date. Borrowers agree to pay the amount shown due on the Interest Payment Date on each of Borrowers’ periodic statements on each Interest Payment Date. (c) At at the election of Agent (or upon the Administrative written request of Requisite Lenders) confirmed by written notice from Agent to Borrower Representative, the interest rates applicable to the Loans and the Letter of Credit Fees shall be increased by two percentage points (2%) per annum above the rates of interest or the rate of such Fees otherwise applicable hereunder unless Agent or the Required Requisite Lenders while any Event of Default exists (or automatically while any Event of Default under Section 7.1(b), 7.1(c), 7.1(h) or 7.1(i) exists), interest (after as well as before entry of judgment thereon elect to the extent permitted by Applicable Law) on the Loans shall increase, from and after the date of occurrence of such Event of Default, to impose a rate per annum which is determined by adding 2.0% per annum to the Applicable Margin then in effect for such Loans (plus Adjusted Term SOFR or the Base Rate, as the case may be) smaller increase (the “Default Rate”), and all outstanding Obligations shall bear interest at the Default Rate applicable to such Obligations. All Interest and Letter of Credit Fees at the Default Rate shall accrue from the initial date of such interest Event of Default until that Event of Default is cured or waived in writing and shall be payable on demand of the Administrative Agent or the Required Lenders. Each Borrower acknowledges that it would be extremely difficult or impracticable to determine Lenders’ actual damages resulting from any Event of Default and the aforementioned increase to the interest rate being charged hereunder is a reasonable estimate of those damages and does not constitute a penalty. (d) Anything herein to the contrary notwithstanding, the obligations of the Borrowers hereunder shall be subject to the limitation that payments of interest shall not be required, for any period for which interest is computed hereunder, to the extent (but only to the extent) that contracting for or receiving such payment by the respective Lender would be contrary to the provisions of any Applicable Law applicable to such Lender limiting the highest rate of interest that may be lawfully contracted for, charged or received by such Lender, and in such event Borrowers shall pay such Lender interest at the highest rate permitted by Applicable Law (“Maximum Lawful Rate”) for such period; provided, that if at any time thereafter the rate of interest payable hereunder is less than the Maximum Lawful Rate, Borrowers shall continue to pay interest hereunder at the Maximum Lawful Rate until such time as the total interest received by the Administrative Agent, on behalf of Lenders, is equal to the total interest that would have been received had the interest payable hereunder been (but for the operation of this paragraph) the interest rate payable since the Closing Date as otherwise provided in this Credit Agreementupon demand. (e) Borrower hereby promises to pay Subject to the Administrative Agentconditions precedent set forth in Section 2.2, Borrower Representative shall have the option to (i) request that any Revolving Credit Advance be made as a LIBOR Loan, (ii) convert at any time all or any part of outstanding Loans from Index Rate Loans to LIBOR Loans, (iii) convert any LIBOR Loan to an Index Rate Loan upon payment of an administrative fee of $250 and subject to payment of LIBOR breakage costs in accordance with Section 1.13(b) if such conversion is made prior to the expiration of the LIBOR Period applicable thereto, or (iv) continue all or any portion of any Loan as a LIBOR Loan upon the expiration of the applicable LIBOR Period and the succeeding LIBOR Period of that continued Loan shall commence on the first day after the last day of the LIBOR Period of the Loan to be continued. Any Loan or group of Loans having the same proposed LIBOR Period to be made or continued as, or converted into, a LIBOR Loan must be in a minimum amount of $5,000,000 and integral multiples of $500,000 in excess of such amount. Any such election must be made by 11:00 a.m. (Chicago time) on the third (3rd) Business Day prior to (1) the date of any proposed Advance which is to bear interest at the LIBOR Rate, (2) the end of each Principal Payment Date until LIBOR Period with respect to any LIBOR Loans to be continued as such, or (3) the Loans date on which Borrower Representative wishes to convert any Index Rate Loan to a LIBOR Loan for a LIBOR Period designated by Borrower Representative in such election. If no election is received with respect to a LIBOR Loan by 11:00 a.m. (Chicago time) on the third (3rd) Business Day prior to the end of the LIBOR Period with respect thereto (or if a Default or an Event of Default has occurred and is continuing or if the additional conditions precedent set forth in Section 2.2 shall not have been paid in fullsatisfied), the unpaid principal balance of the Loans in quarterly installments equal to 2.5% of the aggregate principal amount of Loans issued under this Credit Agreement; provided that the last installment of principal of the Loans LIBOR Loan shall be due and payable on converted to an Index Rate Loan at the Maturity Date (if not earlier paid) and shall be in an amount sufficient to pay in full the entire unpaid principal amount end of the Loans.its LIBOR

Interest and Applicable Margins. (a) Subject Borrowers shall pay interest to Sections 2.4(c) and 2.4(d)Agent, for the ratable benefit of Lenders in accordance with the various Loans being made by each Loan shall bear interest Lender, in arrears on each applicable Interest Payment Date, at the outstanding principal amount thereof from the date when made at a rate per annum equal to Adjusted Term SOFR or the Base Rate, as the case may be, applicable LIBOR Rate plus the Applicable MarginTerm Loan LIBOR Margin per annum. Each determination As of an the Closing Date and all times thereafter, the Applicable Term Loan LIBOR Margin is 4.50%. (b) If any payment on any Loan becomes due and payable on a day other than a Business Day, the maturity thereof will be extended to the next succeeding Business Day and, with respect to payments of principal, interest rate by the Administrative Agent thereon shall be conclusive and binding on payable at the Borrowers and the Lenders in the absence of manifest error. then applicable rate during such extension. (c) All computations of Fees calculated on a per annum basis and interest payable under this Credit Agreement shall be made by Agent on the basis of a 360-day year year, in each case for the actual number of days occurring in the period for which such interest and actual days elapsed, except that Fees are payable. Each determination by Agent of an interest computed by reference to the Base Rate rate and Fees hereunder shall be computed final, binding and conclusive on the basis of a 365-day year (366 days in the case of a leap year) and actual days elapsed. Interest and Fees shall accrue during each period during which interest or such Fees are computed from (and including) the first day thereof to (but excluding) the last day thereofBorrowers, absent manifest error. (bd) All So long as determined by the Administrative Agent in accordance with the Fundamental Documents an Event of Default has occurred and the Administrative Agent’s loan systems and procedures periodically in effectis continuing under Section 8.1 (a), interest shall be paid in arrears (i) on each Interest Payment Date or (j) or so long as any other Event of Default has occurred and (ii) on the date of each payment or prepayment of Loans. The Administrative Agent may estimate the amount of interest that the Borrowers will owe on ▇▇▇▇▇▇▇▇▇’ periodic statements is continuing and the Administrative Agent may adjust the amount of interest owed on each subsequent statement provided to Borrowers to reflect any differential between the estimated amount of interest shown on Borrowers’ preceding statement and the actual amount of interest determined to have been due by the Administrative Agent on the preceding Interest Payment Date. Borrowers agree to pay the amount shown due on the Interest Payment Date on each of Borrowers’ periodic statements on each Interest Payment Date. (c) At at the election of the Administrative Agent or the Required Lenders while any Event of Default exists (or automatically while any Event upon the written request of Default under Section 7.1(b)Requisite Lenders) confirmed by written notice from Agent to Borrower Representative, 7.1(c), 7.1(h) or 7.1(i) exists), the interest (after as well as before entry of judgment thereon rates applicable to the extent permitted by Applicable Law) on the Loans shall increase, from and after be increased by two percentage points (2%) per annum above the date rates of occurrence interest or the rate of such Event of Default, to a rate per annum which is determined by adding 2.0% per annum to the Applicable Margin then in effect for such Loans Fees otherwise applicable hereunder (plus Adjusted Term SOFR or the Base Rate, as the case may be) (the “Default Rate”), and all outstanding Obligations shall bear interest at the Default Rate applicable to such Obligations. All Interest at the Default Rate shall accrue from the initial date of such interest Event of Default until that Default or Event of Default is cured or waived and shall be payable on demand of the Administrative Agent or the Required Lenders. Each Borrower acknowledges that it would be extremely difficult or impracticable to determine Lenders’ actual damages resulting from any Event of Default and the aforementioned increase to the interest rate being charged hereunder is a reasonable estimate of those damages and does not constitute a penaltyupon demand. (de) Anything herein Notwithstanding anything to the contrary notwithstandingset forth in this Section 1.5, if a court of competent jurisdiction determines in a final order that the obligations of the Borrowers hereunder shall be subject to the limitation that payments rate of interest shall not be required, for any period for which interest is computed hereunder, to the extent (but only to the extent) that contracting for or receiving such payment by the respective Lender would be contrary to the provisions of any Applicable Law applicable to such Lender limiting payable hereunder exceeds the highest rate of interest that may be lawfully contracted for, charged or received by such Lender, and in such event Borrowers shall pay such Lender interest at permissible under law (the highest rate permitted by Applicable Law (“Maximum Lawful Rate”) for such period), then so long as the Maximum Lawful Rate would be so exceeded, the rate of interest payable hereunder shall be equal to the Maximum Lawful Rate; provided, however, that if at any time thereafter the rate of interest payable hereunder is less than the Maximum Lawful Rate, Borrowers shall continue to pay interest hereunder at the Maximum Lawful Rate until such time as the total interest received by the Administrative Agent, on behalf of Lenders, is equal to the total interest that would have been received had the interest rate payable hereunder been (but for the operation of this paragraph) the interest rate payable since the Closing Date as otherwise provided in this Credit Agreement. . Thereafter, interest hereunder shall be paid at the rate(s) of interest and in the manner provided in Sections 1.5(a) through (e) Borrower hereby promises to pay d), unless and until the rate of interest again exceeds the Maximum Lawful Rate, and at that time this paragraph shall again apply. In no event shall the total interest received by any Lender pursuant to the Administrative Agentterms hereof exceed the amount that such Lender could lawfully have received had the interest due hereunder been calculated for the full term hereof at the Maximum Lawful Rate. If the Maximum Lawful Rate is calculated pursuant to this paragraph, on each Principal Payment Date until such interest shall be calculated at a daily rate equal to the Loans have been paid Maximum Lawful Rate divided by the number of days in fullthe year in which such calculation is made. If, notwithstanding the unpaid principal balance provisions of this Section 1.5(e), a court of competent jurisdiction shall finally determine that a Lender has received interest hereunder in excess of the Loans Maximum Lawful Rate, Agent shall, to the extent permitted by applicable law, promptly apply such excess in quarterly installments equal the order specified in Section 1.11 and thereafter shall refund any excess to 2.5% Borrowers or as a court of the aggregate principal amount of Loans issued under this Credit Agreement; provided that the last installment of principal of the Loans shall be due and payable on the Maturity Date (if not earlier paid) and shall be in an amount sufficient to pay in full the entire unpaid principal amount of the Loanscompetent jurisdiction may otherwise order.

Interest and Applicable Margins. (a) Subject Borrower shall pay interest to Sections 2.4(cAdministrative Agent, for the ratable benefit of Lenders in accordance with the Loans made by each Lender, in each case in arrears on each applicable Interest Payment Date, at the following rates (in each case subject to the terms of Section 2.1(d) and 2.4(d), (g) pertaining to the rates of interest accruing on Incremental Term Loans or Refinancing Facilities and any adjustments to the Applicable Margins as a result thereof): (i) each Term Benchmark Loan shall bear interest on the outstanding principal amount thereof for each Interest Period at a rate per annum equal to Term SOFR for such Interest Period plus the Applicable Margin; (ii) each Alternate Base Rate Loan shall bear interest on the outstanding principal amount thereof from the applicable borrowing date when made at a rate per annum equal to Adjusted Term SOFR or the Alternate Base Rate, as the case may be, Rate plus the Applicable Margin. Each determination of an ; and (iii) each Swingline Loan shall bear interest rate by the Administrative Agent shall be conclusive and binding on the Borrowers outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the Alternate Base Rate plus the Applicable Margin for Revolving Loans. (b) If any payment under the Loan Documents becomes due and payable on a day other than a Business Day, the Lenders in due date thereof will be extended to the absence next succeeding Business Day (except for interest on a Term Benchmark Loan accrued during any Interest Period which, pursuant to clause (i) of manifest error. the definition of Interest Period is required to end on the U.S. Government Securities Business Day immediately preceding the day on which, but for such clause (i), it would have ended and except for the principal portion of such Term Benchmark Loan payable on such day, which will also be paid on said immediately preceding U.S. Government Securities Business Day), and, with respect to payment of principal, interest thereon shall accrue at the then applicable rate during such extension. (c) All computations of Fees and interest payable under this Credit Agreement on the Term Benchmark Loans, shall be made by Administrative Agent on the basis of a three hundred sixty (360-) day year and the actual number of days elapsed, except that occurring in the period for which such interest computed by reference to and Fees are payable. All computations of interest on the Alternate Base Rate Loans shall be computed made by Administrative Agent on the basis of a three hundred sixty-five (365-) day year (366 three hundred sixty-six (366) days in the case of a leap year) and the actual number of days elapsedoccurring in the period for which such interest is payable. Interest The Alternate Base Rate shall be determined each day based upon the Alternate Base Rate as in effect each day. Each determination by Administrative Agent of an interest rate hereunder shall be final, binding and Fees conclusive, absent manifest error. (d) Following the occurrence and during the continuance of a Specified Event of Default, if any principal of or interest on any Loan or any Fee payable by the Borrower is not paid when due (after the expiration of any applicable grace period), whether at stated maturity, upon acceleration or otherwise, such overdue amount (unless owed to a Defaulting Lender) shall accrue during each period during which interest or bear interest, after as well as before judgment, at a rate per annum (such Fees are computed from (and includingrate, the “Default Rate”) the first day thereof equal to (but excludingi) in the case of overdue principal of any Loan, 2.00% plus the rate otherwise applicable to such Loan as provided in the preceding paragraphs of this Section or (ii) in the case of any such other overdue amount, 2.00% plus the rate applicable to Alternate Base Rate Loans. (e) Borrower shall have the option to (i) request that any Advances or all or any portion of the Term Loans be made as a Term Benchmark Loan, (ii) convert at any time all or any part of outstanding Loans from Alternate Base Rate Loans to Term Benchmark Loans, (iii) convert any Term Benchmark Loan to an Alternate Base Rate Loan, subject to payment of breakage costs in accordance with Section 2.11 if such conversion is made prior to the expiration of the Interest Period applicable thereto, or (iv) continue all or any portion of any Loan as a Term Benchmark Loan upon the expiration of the applicable Interest Period and the succeeding Interest Period of that continued Loan shall commence on the last day thereof. (b) All as determined by of the Administrative Agent in accordance with Interest Period of the Fundamental Documents and the Administrative Agent’s loan systems and procedures periodically in effect, interest shall Loan to be paid in arrears (i) on each Interest Payment Date and (ii) on the date of each payment or prepayment of Loanscontinued. The Administrative Agent may estimate the amount of interest that the Borrowers will owe on Loans for which ▇▇▇▇▇▇▇▇▇’ periodic statements and ▇ has not elected Term SOFR option shall be Alternate Base Rate Loans. During the Administrative Agent may adjust the amount continuation of interest owed on each subsequent statement provided to Borrowers to reflect any differential between the estimated amount of interest shown on Borrowers’ preceding statement and the actual amount of interest determined to have been due by the Administrative Agent on the preceding Interest Payment Date. Borrowers agree to pay the amount shown due on the Interest Payment Date on each of Borrowers’ periodic statements on each Interest Payment Date. (c) At the election of the Administrative Agent or the Required Lenders while any Event of Default exists (or automatically while any Event of Default under Section 7.1(b), 7.1(c), 7.1(h) or 7.1(i) exists), interest (after as well as before entry of judgment thereon to the extent permitted by Applicable Law) on the Loans shall increase, from and after the date of occurrence of such Event of Default, Requisite Lenders may terminate Borrower’s right to exercise the options set forth in this Section 2.5(e) by delivering written notice to the Borrower to that effect. Any Loan to be made or continued as, or converted into, a Term Benchmark Loan must be in a minimum amount of $100,000 and integral multiples of $2,500 in excess of such amount. Subject to Sections 2.1(d) and (g) hereof, any such election must be made by 1:00 p.m. New York time on the third (3rd) U.S. Government Securities Business Day prior to (1) the date of any proposed Advance which is to bear interest at the Term Benchmark, (2) the end of each Interest Period with respect to any Term Benchmark Loans to be continued as such, or (3) the date on which Borrower wishes to convert any Alternate Base Rate Loan to a rate per annum which Term Benchmark Loan for an Interest Period designated by Borrower in such election. If no election is determined received with respect to a Term Benchmark Loan by adding 2.0% per annum 1:00 p.m. New York time on the third (3rd) U.S. Government Securities Business Day prior to the Applicable Margin then in effect for such Loans (plus Adjusted end of the Interest Period with respect thereto, that Term SOFR or Benchmark Loan shall be continued as a Term Benchmark Loan with the Base Rate, same interest period as the prior Term Benchmark Loan at the end of its Interest Period. ▇▇▇▇▇▇▇▇ must make such election by notice to Administrative Agent in writing, by telecopy or overnight courier. In the case may beof any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation”) (in the “Default Rate”form of Exhibit 2.5(e). All such interest Notwithstanding the foregoing, at no time shall there be payable on demand of the Administrative Agent or the Required Lenders. Each Borrower acknowledges that it would be extremely difficult or impracticable to determine Lenders’ actual damages resulting from any Event of Default and the aforementioned increase to the interest rate being charged hereunder is a reasonable estimate of those damages and does not constitute a penaltymore than eight (8) Interest Periods in effect. (df) Anything herein Notwithstanding anything to the contrary notwithstandingset forth in this Section 2.5, if a court of competent jurisdiction determines in a final order that the obligations of the Borrowers hereunder shall be subject to the limitation that payments rate of interest shall not be required, for any period for which interest is computed hereunder, to the extent (but only to the extent) that contracting for or receiving such payment by the respective Lender would be contrary to the provisions of any Applicable Law applicable to such Lender limiting payable hereunder exceeds the highest rate of interest that may be lawfully contracted for, charged or received by such Lender, and in such event Borrowers shall pay such Lender interest at the highest rate permitted by Applicable permissible under Law (the “Maximum Lawful Rate”) for such period), then so long as the Maximum Lawful Rate would be so exceeded, the rate of interest payable hereunder shall be equal to the Maximum Lawful Rate; provided, however, that if at any time thereafter the rate of interest payable hereunder is less than the Maximum Lawful Rate, Borrowers ▇▇▇▇▇▇▇▇ shall continue to pay interest hereunder at the Maximum Lawful Rate until such time as the total interest received by the Administrative Agent, on behalf of Lenders▇▇▇▇▇▇▇, is equal to the total interest that which would have been received had the interest rate payable hereunder been (but for the operation of this paragraph) the interest rate payable since the Closing Effective Date as otherwise provided in this Credit Agreement. . Thereafter, interest hereunder shall be paid at the rate(s) of interest and in the manner provided in Sections 2.5(a) through (e) Borrower hereby promises to pay above, unless and until the rate of interest again exceeds the Maximum Lawful Rate, and at that time this paragraph shall again apply. In no event shall the total interest received by any Lender pursuant to the Administrative Agentterms hereof exceed the amount which such ▇▇▇▇▇▇ could lawfully have received had the interest due hereunder been calculated for the full term hereof at the Maximum Lawful Rate. If the Maximum Lawful Rate is calculated pursuant to this paragraph, on each Principal Payment Date until such interest shall be calculated at a daily rate equal to the Loans have been paid Maximum Lawful Rate divided by the number of days in fullthe year in which such calculation is made. If, notwithstanding the unpaid principal balance provisions of this Section 2.5(f), a court of competent jurisdiction shall finally determine that a Lender has received interest hereunder in excess of the Loans Maximum Lawful Rate, Administrative Agent shall, to the extent permitted by applicable Law, promptly apply such excess in quarterly installments equal the order specified in Section 2.8 and thereafter shall refund any excess to 2.5% Borrower or as a court of the aggregate principal amount of Loans issued under this Credit Agreement; provided that the last installment of principal of the Loans shall be due and payable on the Maturity Date (if not earlier paid) and shall be in an amount sufficient to pay in full the entire unpaid principal amount of the Loanscompetent jurisdiction may otherwise order.

Interest and Applicable Margins. (ai) Subject to Sections 2.4(cclause (e) and 2.4(d)below, each Loan shall bear the Borrowers may, at their option (an “Interest Election”) elect to pay interest on the Loans on each Interest Payment Date (i) entirely in cash (“Cash Interest”) or (ii) entirely by increasing the outstanding principal amount thereof of the Loans on the relevant Interest Payment Date by the amount of interest accrued from the effective date when made at of any such Interest Election until such Interest Payment Date (“PIK Interest”). The Borrowers must make an Interest Election by delivering a rate per annum equal notice to Adjusted Term SOFR or the Base Rate, as the case may be, plus the Applicable Margin. Each determination of an interest rate by the Administrative Agent no later than 5 Business Days prior to the effective date of any Interest Election, which notice shall specify (x) whether such Interest Election is made under clause (i) or (ii) of this Section 1.5(a) and (y) the effective date of such Interest Election. An Interest Election shall remain in effect until the earlier of (A) the delivery by the Borrowers of a new Interest Election and (B) the Maturity Date. In the event no Interest Election is made, interest on the Loans shall be conclusive and binding on the Borrowers and the Lenders in the absence of manifest error. All computations of Fees and interest payable under this Credit Agreement shall be made on the basis of a 360-day year and actual days elapsed, except that interest computed by reference to the Base Rate shall be computed on the basis of a 365-day year (366 days in the case of a leap year) and actual days elapsed. Interest and Fees shall accrue during each period during which interest or such Fees are computed from (and including) the first day thereof to (but excluding) the last day thereofPIK Interest. (b) All as determined by the Administrative Agent in accordance with the Fundamental Documents and the Administrative Agent’s loan systems and procedures periodically in effect, interest shall be paid in arrears (a) (i) on each Interest Payment Date Subject to clause (de) below, Loans shall bear interest at 16.50%a rate per annum. Subject to clause (d) below, interest equal to (i) in the case of Cash Interest, 14.00% per annum and (ii) on in the date case of each payment or prepayment of LoansPIK Interest, 16.00% per annum. The Administrative Agent may estimate the amount of interest that the Borrowers will owe on ▇▇▇▇▇▇▇▇▇’ periodic statements and the Administrative Agent may adjust the amount of interest owed Cash Interest on each subsequent statement provided to Borrowers to reflect any differential between the estimated amount of interest shown on Borrowers’ preceding statement and the actual amount of interest determined to have been due by the Administrative Agent on the preceding Interest Payment Date. Borrowers agree to pay the amount shown due on the Interest Payment Date on each of Borrowers’ periodic statements Loan shall be payable on each Interest Payment Date. (c) At the election of the Administrative Agent or the Required Lenders while any Event of Default exists (or automatically while any Event of Default under Section 7.1(b), 7.1(c), 7.1(h) or 7.1(i) exists), interest (after as well as before entry of judgment thereon to the extent permitted by Applicable Law) . PIK Interest on the Loans shall increase, from and after the date of occurrence of such Event of Default, to a rate per annum which is determined by adding 2.0% per annum to the Applicable Margin then in effect for such Loans (plus Adjusted Term SOFR or the Base Rate, as the case may be) (the “Default Rate”). All such interest each Loan shall be payable on demand of by increasing the Administrative Agent or the Required Lenders. Each Borrower acknowledges that it would be extremely difficult or impracticable to determine Lenders’ actual damages resulting from any Event of Default and the aforementioned increase to the interest rate being charged hereunder is a reasonable estimate of those damages and does not constitute a penalty. (d) Anything herein to the contrary notwithstanding, the obligations of the Borrowers hereunder shall be subject to the limitation that payments of interest shall not be required, for any period for which interest is computed hereunder, to the extent (but only to the extent) that contracting for or receiving such payment by the respective Lender would be contrary to the provisions of any Applicable Law applicable to such Lender limiting the highest rate of interest that may be lawfully contracted for, charged or received by such Lender, and in such event Borrowers shall pay such Lender interest at the highest rate permitted by Applicable Law (“Maximum Lawful Rate”) for such period; provided, that if at any time thereafter the rate of interest payable hereunder is less than the Maximum Lawful Rate, Borrowers shall continue to pay interest hereunder at the Maximum Lawful Rate until such time as the total interest received by the Administrative Agent, on behalf of Lenders, is equal to the total interest that would have been received had the interest payable hereunder been (but for the operation of this paragraph) the interest rate payable since the Closing Date as otherwise provided in this Credit Agreement. (e) Borrower hereby promises to pay to the Administrative Agent, on each Principal Payment Date until the Loans have been paid in full, the unpaid outstanding principal balance amount of the Loans in quarterly installments equal by the amount of interestPIK Interest on each Interest Payment Date. Any interest so added to 2.5% of the aggregate principal amount of Loans issued under this Credit Agreement; provided that the last installment of principal of the Loans shall be due and payable bear interest as provided in this Section 1.5 from the date on which such interest has been so added. The obligation of the Maturity Date (if not earlier paid) and Borrowers to pay interestPIK Interest shall be in an automatically evidenced by this Agreement or, if applicable, any Notes issued pursuant to this Agreement. Unless the context otherwise requires, for all purposes hereof, references to “principal amount” of the Loans refers to the face amount sufficient of the Loans and not the gross proceeds funded hereunder and includes any interestPIK Interest so capitalized and added to pay in full the entire unpaid principal amount of the LoansLoans from the date on which such interest has been so added.

Interest and Applicable Margins. (a) Subject The Borrower shall pay to Sections 2.4(cthe Agent: (i) and 2.4(d), each Loan shall bear interest on the outstanding principal amount thereof from Revolving Loan or Term Loan, for the date when made rateable benefit of applicable Lenders in arrears on each applicable Interest Payment Date, for Canadian Prime Rate Loans at a rate per annum equal to Adjusted Term SOFR or the Base Rate, as the case may be, applicable Canadian Prime Rate plus the Applicable Margin. Each determination of an interest rate by applicable margin indicated in the Administrative Agent shall be conclusive and binding table below; (ii) for Bankers’ Acceptances, a stamping fee based on the Borrowers and BA margin (the “BA Stamping Fee”) indicated on the table below; and (iii) on the Term Loan B, for the rateable benefit of the applicable Lenders in the absence of manifest error. All computations of Fees and interest payable under this Credit Agreement shall be made on the basis of a 360-day year and actual days elapsed, except that interest computed by reference to the Base Rate shall be computed on the basis of a 365-day year (366 days in the case of a leap year) and actual days elapsed. Interest and Fees shall accrue during each period during which interest or such Fees are computed from (and including) the first day thereof to (but excluding) the last day thereof. (b) All as determined by the Administrative Agent in accordance with the Fundamental Documents and the Administrative Agent’s loan systems and procedures periodically in effect, interest shall be paid in arrears (i) on each Interest Payment Date Date, interest based on the BA Rate plus the applicable margin based on the table below: 1 < 1.50:1 · % · % Except as otherwise elected in a Notice of Revolving Credit Advance/Election of BA Periods, Loans under Term Loan B will bear interest at the rate applicable to 1 month Bankers’ Acceptances and Loans under the Revolving Loan or Term Loan will be Canadian Prime Rate Loans. Each such election shall be made by giving Agent at least three (ii3) Business Days’ prior notice and Agent shall promptly notify each Lender of its receipt of a Notice of Revolving Credit Advance/Election of BA Periods and of the options selected therein. As of the Closing Date, pricing will be based on Level 3. The pricing will be reset as of each date falling three (3) Business Days after delivery of each Compliance Certificate and pro forma financials (to the extent that they take into account a Permitted Acquisition that has closed or any other acquisition that the Lenders have consented to and that has closed) and will be based on the financials delivered in such documents. Any change to the BA Margin will apply proportionately to any outstanding BA’s based on the number of days remaining in the applicable BA Periods and will be paid (or credited) on the date of each payment or prepayment of Loans. The Administrative Agent may estimate the amount of interest that the Borrowers will owe on ▇▇▇▇▇▇▇▇▇’ periodic statements and the Administrative Agent may adjust the amount of interest owed on each subsequent statement provided to Borrowers to reflect any differential between the estimated amount of interest shown on Borrowers’ preceding statement and the actual amount of interest determined to have been due by the Administrative Agent on the preceding Interest Payment Date. Borrowers agree to pay the amount shown due on the Interest Payment Date on each of Borrowers’ periodic statements on each Interest Payment Datenext following Revolving Credit Advance. (c) At the election of the Administrative Agent or the Required Lenders while any Event of Default exists (or automatically while any Event of Default under Section 7.1(b), 7.1(c), 7.1(h) or 7.1(i) exists), interest (after as well as before entry of judgment thereon to the extent permitted by Applicable Law) on the Loans shall increase, from and after the date of occurrence of such Event of Default, to a rate per annum which is determined by adding 2.0% per annum to the Applicable Margin then in effect for such Loans (plus Adjusted Term SOFR or the Base Rate, as the case may be) (the “Default Rate”). All such interest shall be payable on demand of the Administrative Agent or the Required Lenders. Each Borrower acknowledges that it would be extremely difficult or impracticable to determine Lenders’ actual damages resulting from any Event of Default and the aforementioned increase to the interest rate being charged hereunder is a reasonable estimate of those damages and does not constitute a penalty. (d) Anything herein to the contrary notwithstanding, the obligations of the Borrowers hereunder shall be subject to the limitation that payments of interest shall not be required, for any period for which interest is computed hereunder, to the extent (but only to the extent) that contracting for or receiving such payment by the respective Lender would be contrary to the provisions of any Applicable Law applicable to such Lender limiting the highest rate of interest that may be lawfully contracted for, charged or received by such Lender, and in such event Borrowers shall pay such Lender interest at the highest rate permitted by Applicable Law (“Maximum Lawful Rate”) for such period; provided, that if at any time thereafter the rate of interest payable hereunder is less than the Maximum Lawful Rate, Borrowers shall continue to pay interest hereunder at the Maximum Lawful Rate until such time as the total interest received by the Administrative Agent, on behalf of Lenders, is equal to the total interest that would have been received had the interest payable hereunder been (but for the operation of this paragraph) the interest rate payable since the Closing Date as otherwise provided in this Credit Agreement. (e) Borrower hereby promises to pay to the Administrative Agent, on each Principal Payment Date until the Loans have been paid in full, the unpaid principal balance of the Loans in quarterly installments equal to 2.5% of the aggregate principal amount of Loans issued under this Credit Agreement; provided that the last installment of principal of the Loans shall be due and payable on the Maturity Date (if not earlier paid) and shall be in an amount sufficient to pay in full the entire unpaid principal amount of the Loans.

Interest and Applicable Margins. (a) Subject Borrower shall pay interest to Sections 2.4(cAgent, for the ratable benefit of Lenders in accordance with the various Loans being made by each Lender, in arrears on each applicable Interest Payment Date, at the following rates: (i) and 2.4(d)with respect to the Revolving Credit Advances, each Loan shall bear interest on the outstanding principal amount thereof from the date when made at a rate per annum equal to Adjusted Term SOFR or the Base Rate, as the case may be, Index Rate plus the Applicable Revolver Index Margin per annum or, at the election of Borrower, the applicable LIBOR Rate plus the Applicable Revolver LIBOR Margin per annum, based on the aggregate Revolving Credit Advances outstanding from time to time; and (ii) with respect to the Swing Line Loan, the Index Rate plus the Applicable Revolver Index Margin per annum. The Applicable Revolver Index Margin. Each determination , Applicable Revolver LIBOR Margin, Applicable L/C Margin, and the Applicable Unused Line Fee Margin are each equal to the rates per annum set forth below: Applicable Revolver Index Margin 0.25% Applicable Revolver LIBOR Margin 1.75% Applicable L/C Margin 1.75% Applicable Unused Line Fee Margin 0.375% (b) If any payment on any Loan becomes due and payable on a day other than a Business Day, the maturity thereof will be extended to the next succeeding Business Day (except as set forth in the definition of an LIBOR Period) and, with respect to payments of principal, interest rate by the Administrative Agent thereon shall be conclusive and binding on payable at the Borrowers and the Lenders in the absence of manifest error. then applicable rate during such extension. (c) All computations of Fees calculated on a per annum basis and interest payable under this Credit Agreement shall be made by Agent on the basis of a three hundred and sixty (360-) day year year, in each case for the actual number of days occurring in the period for which such interest and actual days elapsed, except that interest computed by reference to the Base Fees are payable. The Index Rate shall be computed on determined each day based upon the basis Index Rate as in effect each day. Each determination by Agent of a 365-day year (366 days in the case of a leap year) and actual days elapsed. Interest an interest rate and Fees shall accrue during each period during which interest or such Fees are computed from (and including) the first day thereof to (but excluding) the last day thereof. (b) All as determined by the Administrative Agent in accordance with the Fundamental Documents and the Administrative Agent’s loan systems and procedures periodically in effect, interest hereunder shall be paid in arrears (i) on each Interest Payment Date and (ii) on the date of each payment or prepayment of Loans. The Administrative Agent may estimate the amount of interest that the Borrowers will owe on ▇▇▇▇▇▇▇▇▇’ periodic statements and the Administrative Agent may adjust the amount of interest owed on each subsequent statement provided to Borrowers to reflect any differential between the estimated amount of interest shown on Borrowers’ preceding statement and the actual amount of interest determined to have been due by the Administrative Agent on the preceding Interest Payment Date. Borrowers agree to pay the amount shown due on the Interest Payment Date on each of Borrowers’ periodic statements on each Interest Payment Date. (c) At the election of the Administrative Agent or the Required Lenders while any Event of Default exists (or automatically while any Event of Default under Section 7.1(b)conclusive, 7.1(c), 7.1(h) or 7.1(i) exists), interest (after as well as before entry of judgment thereon to the extent permitted by Applicable Law) on the Loans shall increase, from and after the date of occurrence of such Event of Default, to a rate per annum which is determined by adding 2.0% per annum to the Applicable Margin then in effect for such Loans (plus Adjusted Term SOFR or the Base Rate, as the case may be) (the “Default Rate”). All such interest shall be payable on demand of the Administrative Agent or the Required Lenders. Each Borrower acknowledges that it would be extremely difficult or impracticable to determine Lenders’ actual damages resulting from any Event of Default and the aforementioned increase to the interest rate being charged hereunder is a reasonable estimate of those damages and does not constitute a penaltyabsent manifest error. (d) Anything herein So long as an Event of Default shall have occurred and be continuing under Section 8.1(a), (h) or (i), or so long as any other Event of Default shall have occurred and be continuing and at the election of Agent (or upon the written request of Requisite Lenders) confirmed by written notice from Agent to Borrower, the interest rates applicable to the Loans and the Letter of Credit Fees shall be increased by two percent (2%) per annum above the rates of interest or the rate of such Fees otherwise applicable hereunder ("Default Rate"), and all outstanding Obligations ------------ shall bear interest at the Default Rate applicable to such Obligations. Interest and Letter of Credit Fees at the Default Rate shall accrue from the initial date of such Event of Default until that Event of Default is cured or waived and shall be payable upon demand. (e) So long as no Default or Event of Default shall have occurred and be continuing, and subject to the additional conditions precedent set forth in Section 2.2, Borrower shall have the option to (i) request that ----------- any Revolving Credit Advances be made as a LIBOR Loan, (ii) convert at any time all or any part of outstanding Loans (other than the Swing Line Loan) from Index Rate Loans to LIBOR Loans, (iii) convert any LIBOR Loan to an Index Rate Loan, subject to payment of LIBOR breakage costs in accordance with Section 1.13(b) if such conversion is made prior to the expiration of --------------- the LIBOR Period applicable thereto, or (iv) continue all or any portion of any Loan (other than the Swing Line Loan) as a LIBOR Loan upon the expiration of the applicable LIBOR Period and the succeeding LIBOR Period of that continued Loan shall commence on the last day of the LIBOR Period of the Loan to be continued. Any Loan to be made or continued as, or converted into, a LIBOR Loan must be in a minimum amount of $5,000,000 and integral multiples of $500,000 in excess of such amount. Any such election must be made by 1:00 p.m. (New York time) on the third (3rd) Business Day prior to (1) the date of any proposed Advance which is to bear interest at the LIBOR Rate, (2) the end of each LIBOR Period with respect to any LIBOR Loans to be continued as such, or (3) the date on which Borrower wishes to convert any Index Rate Loan to a LIBOR Loan for a LIBOR Period designated by Borrower in such election. If no election is received with respect to a LIBOR Loan by 1:00 p.m. (New York time) on the third (3rd) Business Day prior to the end of the LIBOR Period with respect thereto (or if a Default or an Event of Default shall have occurred and be continuing or the additional conditions precedent set forth in Section 2.2 shall not have ----------- been satisfied), that LIBOR Loan shall be converted to an Index Rate Loan at the end of its LIBOR Period. Borrower must make such election by notice to Agent in writing, by facsimile or overnight courier. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a "Notice of Conversion/Continuation") in the form of Exhibit 1.5(e). ---------------------------------- -------------- (f) Notwithstanding anything to the contrary notwithstandingset forth in this Section 1.5, if a court of competent jurisdiction determines in a final ----------- order that the obligations of the Borrowers hereunder shall be subject to the limitation that payments rate of interest shall not be required, for any period for which interest is computed hereunder, to the extent (but only to the extent) that contracting for or receiving such payment by the respective Lender would be contrary to the provisions of any Applicable Law applicable to such Lender limiting payable hereunder exceeds the highest rate of interest that may be lawfully contracted for, charged or received by such Lender, and in such event Borrowers shall pay such Lender interest at permissible under law (the highest rate permitted by Applicable Law (“"Maximum Lawful Rate”) for such period"), then so long ------------------- as the Maximum Lawful Rate would be so exceeded, the rate of interest payable hereunder shall be equal to the Maximum Lawful Rate; provided, -------- however, that if at any time thereafter the rate of interest payable ------- hereunder is less than the Maximum Lawful Rate, Borrowers Borrower shall continue to pay interest hereunder at the Maximum Lawful Rate until such time as the total interest received by the Administrative Agent, on behalf of Lenders, is equal to the total interest that which would have been received had the interest rate payable hereunder been (but for the operation of this paragraph) the interest rate payable since the Closing Date as otherwise provided in this Credit Agreement. . Thereafter, interest hereunder shall be paid at the rate(s) of interest and in the manner provided in Sections 1.5(a) through (e) Borrower hereby promises to pay above, unless and --------------- --- until the rate of interest again exceeds the Maximum Lawful Rate, and at that time this paragraph shall again apply. In no event shall the total interest received by any Lender pursuant to the Administrative Agentterms hereof exceed the amount which such Lender could lawfully have received had the interest due hereunder been calculated for the full term hereof at the Maximum Lawful Rate. If the Maximum Lawful Rate is calculated pursuant to this paragraph, on each Principal Payment Date until the Loans have been paid in full, the unpaid principal balance of the Loans in quarterly installments such interest shall be calculated at a daily rate equal to 2.5% the Maximum Lawful Rate divided by the number of days in the aggregate principal amount year in which such calculation is made. If, notwithstanding the provisions of Loans issued under this Credit Agreement; provided that the last installment of principal of the Loans shall be due and payable on the Maturity Date (if not earlier paid) and shall be in an amount sufficient to pay in full the entire unpaid principal amount of the Loans.Section ------- 1.5

Interest and Applicable Margins. (a) Subject to Sections 2.4(c) and 2.4(dExcept as otherwise provided in Section 1.5(d), Borrower shall pay interest to Agent, for the ratable benefit of Lenders, in arrears on each Loan shall bear interest applicable Interest Payment Date, on the outstanding principal amount thereof of the Term Loan from time to time outstanding, at the date when made at a rate per annum equal to Adjusted Term SOFR or the Base Rate, as the case may be, applicable LIBOR Rate plus the Applicable MarginTerm Loan LIBOR Margin per annum. Each determination The Applicable Term Loan LIBOR Margin is 6.00% during the Audited Financial Statements Deficiency Period and 4.00% thereafter. (b) If any payment on the Term Loan becomes due and payable on a day other than a Business Day, the maturity thereof will be extended to the next succeeding Business Day (except as set forth in the definition of an LIBOR Period) and, with respect to payments of principal, interest rate by the Administrative Agent thereon shall be conclusive and binding on payable at the Borrowers and the Lenders in the absence of manifest error. then applicable rate during such extension. (c) All computations of Fees calculated on a per annum basis and interest payable under this Credit Agreement shall be made by Agent on the basis of a 360-day year year, in each case for the actual number of days occurring in the period for which such interest and actual days elapsed, except that Fees are payable. The Index Rate is a floating rate determined for each day. Each determination by Agent of an interest computed by reference to the Base Rate rate and Fees hereunder shall be computed on presumptive evidence of the basis correctness of a 365-day year (366 days in the case of a leap year) such rates and actual days elapsed. Interest and Fees shall accrue during each period during which interest or such Fees are computed from (and including) the first day thereof to (but excluding) the last day thereofFees. (bd) All So long as determined by the Administrative Agent in accordance with the Fundamental Documents an Event of Default has occurred and the Administrative Agent’s loan systems and procedures periodically in effectis continuing under Section 8.1(a), interest shall be paid in arrears (h) or (i) on each Interest Payment Date or so long as any other Event of Default has occurred and (ii) on the date of each payment or prepayment of Loans. The Administrative Agent may estimate the amount of interest that the Borrowers will owe on ▇▇▇▇▇▇▇▇▇’ periodic statements is continuing and the Administrative Agent may adjust the amount of interest owed on each subsequent statement provided to Borrowers to reflect any differential between the estimated amount of interest shown on Borrowers’ preceding statement and the actual amount of interest determined to have been due by the Administrative Agent on the preceding Interest Payment Date. Borrowers agree to pay the amount shown due on the Interest Payment Date on each of Borrowers’ periodic statements on each Interest Payment Date. (c) At at the election of Agent (or upon the Administrative written request of Requisite Lenders) confirmed by written notice from Agent to Borrower, the interest rates applicable to the Term Loan shall be increased by two percentage points (2%) per annum above the then applicable Index Rate unless Agent or the Required Requisite Lenders while any Event of Default exists (or automatically while any Event of Default under Section 7.1(b), 7.1(c), 7.1(h) or 7.1(i) exists), interest (after as well as before entry of judgment thereon elect to the extent permitted by Applicable Law) on the Loans shall increase, from and after the date of occurrence of such Event of Default, to impose a rate per annum which is determined by adding 2.0% per annum to the Applicable Margin then in effect for such Loans (plus Adjusted Term SOFR or the Base Rate, as the case may be) smaller increase (the “Default Rate”), and all outstanding Obligations shall bear interest at the Default Rate applicable to such Obligations. All Interest at the Default Rate shall accrue from the initial date of such interest Event of Default until that Event of Default is cured or waived and shall be payable on demand upon demand. (e) Subject to the conditions precedent set forth in Section 2.3, Borrower shall continue the Term Loan as a LIBOR Loan upon the expiration of the Administrative Agent applicable LIBOR Period and the succeeding LIBOR Period of that continued Term Loan shall commence on the first day after the last day of the LIBOR Period of the Term Loan to be continued. The Term Loan or group of Term Loans having the Required Lenderssame proposed LIBOR Period to be made or continued as a LIBOR Loan must be in a minimum amount of $5,000,000 and integral multiples of $500,000 in excess of such amount. Each Any election of a LIBOR Period must be made by noon (New York time) on the third Business Day prior to the end of each LIBOR Period with respect to any LIBOR Loans. If no election is received with respect to a LIBOR Loan by noon (New York time) on the third Business Day prior to the end of the LIBOR Period with respect thereto Borrower acknowledges shall be deemed to have elected a one month LIBOR Period; provided, that it would be extremely difficult if a Default or impracticable to determine Lenders’ actual damages resulting from any an Event of Default has occurred and is continuing or if the aforementioned increase additional conditions precedent set forth in Section 2.3 shall not have been satisfied at the time of such election, that LIBOR Loan shall be converted to an Index Rate Loan at the interest rate being charged hereunder is a reasonable estimate end of those damages and does not constitute a penaltyits LIBOR Period. Borrower must make such election by notice to Agent in writing, by telecopy or overnight courier. (df) Anything herein Notwithstanding anything to the contrary notwithstandingset forth in this Section 1.5, if a court of competent jurisdiction determines in a final order that the obligations of the Borrowers hereunder shall be subject to the limitation that payments rate of interest shall not be required, for any period for which interest is computed hereunder, to the extent (but only to the extent) that contracting for or receiving such payment by the respective Lender would be contrary to the provisions of any Applicable Law applicable to such Lender limiting payable hereunder exceeds the highest rate of interest that may be lawfully contracted for, charged or received by such Lender, and in such event Borrowers shall pay such Lender interest at permissible under law (the highest rate permitted by Applicable Law (“Maximum Lawful Rate”) for such period), then so long as the Maximum Lawful Rate would be so exceeded, the rate of interest payable hereunder shall be equal to the Maximum Lawful Rate; provided, however, that if at any time thereafter the rate of interest payable hereunder is less than the Maximum Lawful Rate, Borrowers Borrower shall continue to pay interest hereunder at the Maximum Lawful Rate until such time as the total interest received by the Administrative Agent, on behalf of Lenders, is equal to the total interest that would have been received had the interest rate payable hereunder been (but for the operation of this paragraph) the interest rate payable since the Closing Funding Date as otherwise provided in this Credit Agreement. (e) Borrower hereby promises to pay . In no event shall the total interest received by any Lender pursuant to the Administrative Agent, on each Principal Payment Date until terms hereof exceed the Loans amount that such Lender could lawfully have received had the interest due hereunder been paid in full, calculated for the unpaid principal balance of full term hereof at the Loans in quarterly installments equal to 2.5% of the aggregate principal amount of Loans issued under this Credit Agreement; provided that the last installment of principal of the Loans shall be due and payable on the Maturity Date (if not earlier paid) and shall be in an amount sufficient to pay in full the entire unpaid principal amount of the LoansMaximum Lawful Rate.

Interest and Applicable Margins. (a) Subject Borrower shall pay interest to Sections 2.4(cAgent, for the ratable benefit of Lenders, in accordance with the various Loans being made by each Lender, in arrears on each applicable Interest Payment Date, at the following rates: (i) and 2.4(d)with respect to the Revolving Credit Advances, each Loan shall bear interest on the outstanding principal amount thereof from the date when made at a rate per annum equal to Adjusted Term SOFR or the Base Rate, as the case may be, Index Rate plus the Applicable MarginRevolver Index Margin per annum or, at the election of Borrower, the applicable LIBOR Rate plus the Applicable Revolver LIBOR Margin per annum, based on the aggregate Revolving Credit Advances outstanding from time to time and (ii) with respect to the Term Loan, the Index Rate plus the Applicable Term Loan Index Margin per annum or, at the election of Borrower, the applicable LIBOR Rate plus the Applicable Term Loan LIBOR Margin per annum. Each determination The Applicable Margins are as follows: Applicable Revolver Index Margin 1.75 % Applicable Revolver LIBOR Margin 3.25 % Applicable Term Loan Index Margin 2.50 % Applicable Term Loan LIBOR Margin 4.00 % (b) If any payment on any Loan becomes due and payable on a day other than a Business Day, the maturity thereof will be extended to the next succeeding Business Day (except as set forth in the definition of an LIBOR Period) and, with respect to payments of principal, interest rate by the Administrative Agent thereon shall be conclusive and binding on payable at the Borrowers and the Lenders in the absence of manifest error. then applicable rate during such extension. (c) All computations of Fees calculated on a per annum basis and interest payable under this Credit Agreement shall be made by Agent on the basis of a 360-day year year, in each case for the actual number of days occurring in the period for which such interest and actual days elapsed, except that Fees are payable. The Index Rate is a floating rate determined for each day. Each determination by Agent of an interest computed by reference to the Base Rate rate and Fees hereunder shall be computed final, binding and conclusive on the basis of a 365-day year (366 days in the case of a leap year) and actual days elapsed. Interest and Fees shall accrue during each period during which interest or such Fees are computed from (and including) the first day thereof to (but excluding) the last day thereofBorrower, absent manifest error. (bd) All So long as determined by the Administrative Agent in accordance with the Fundamental Documents an Event of Default has occurred and the Administrative Agent’s loan systems and procedures periodically in effectis continuing under Section 8.1(a), interest shall be paid in arrears (h) or (i) on each Interest Payment Date ), or so long as any other Default or Event of Default has occurred and (ii) on the date of each payment or prepayment of Loans. The Administrative Agent may estimate the amount of interest that the Borrowers will owe on ▇▇▇▇▇▇▇▇▇’ periodic statements is continuing and the Administrative Agent may adjust the amount of interest owed on each subsequent statement provided to Borrowers to reflect any differential between the estimated amount of interest shown on Borrowers’ preceding statement and the actual amount of interest determined to have been due by the Administrative Agent on the preceding Interest Payment Date. Borrowers agree to pay the amount shown due on the Interest Payment Date on each of Borrowers’ periodic statements on each Interest Payment Date. (c) At at the election of the Administrative Agent or the Required Lenders while any Event of Default exists (or automatically while any Event upon the written request of Default under Section 7.1(b)Requisite Lenders) confirmed by written notice from Agent to Borrower, 7.1(c), 7.1(h) or 7.1(i) exists), the interest (after as well as before entry of judgment thereon rates applicable to the extent permitted by Applicable Law) on the Loans shall increase, from and after be increased by two percentage points (2%) per annum above the date rates of occurrence interest or the rate of such Event of Default, to a rate per annum which is determined by adding 2.0% per annum to the Applicable Margin then in effect for such Loans Fees otherwise applicable hereunder (plus Adjusted Term SOFR or the Base Rate, as the case may be) (the “Default Rate”), and all outstanding Obligations shall bear interest at the Default Rate applicable to such Obligations. All Interest at the Default Rate shall accrue from the initial date of such interest Default or Event of Default until that Default or Event of Default is cured or waived and shall be payable on demand upon demand. (e) Subject to the conditions precedent set forth in Section 2.2, Borrower shall have the option to (i) request that any Revolving Credit Advance be made as a LIBOR Loan, (ii) convert at any time all or any part of outstanding Loans from Index Rate Loans to LIBOR Loans, (iii) convert any LIBOR Loan to an Index Rate Loan, subject to payment of LIBOR breakage costs in accordance with Section 1.13(b) if such conversion is made prior to the expiration of the Administrative Agent LIBOR Period applicable thereto, or (iv) continue all or any portion of any Loan as a LIBOR Loan upon the Required Lendersexpiration of the applicable LIBOR Period and the succeeding LIBOR Period of that continued Loan shall commence on the first day after the last day of the LIBOR Period of the Loan to be continued. Each Any Loan or group of Loans having the same proposed LIBOR Period to be made or continued as, or converted into, a LIBOR Loan must be in a minimum amount of $5,000,000 and integral multiples of $500,000 in excess of such amount. Any such election must be made by 11:00 a.m. (New York time) on the 3rd Business Day prior to (1) the date of any proposed Advance which is to bear interest at the LIBOR Rate, (2) the end of each LIBOR Period with respect to any LIBOR Loans to be continued as such, or (3) the date on which Borrower acknowledges that it would be extremely difficult wishes to convert any Index Rate Loan to a LIBOR Loan for a LIBOR Period designated by Borrower in such election. If no election is received with respect to a LIBOR Loan by 11:00 a.m. (New York time) on the 3rd Business Day prior to the end of the LIBOR Period with respect thereto (or impracticable to determine Lenders’ actual damages resulting from any if a Default or an Event of Default has occurred and is continuing or if the aforementioned increase additional conditions precedent set forth in Section 2.2 shall not have been satisfied), that LIBOR Loan shall be converted to an Index Rate Loan at the interest rate being charged hereunder is end of its LIBOR Period. Borrower must make such election by notice to Agent in writing, by telecopy or overnight courier. In the case of any conversion or continuation, such election must be made pursuant to a reasonable estimate written notice (a “Notice of those damages and does not constitute a penalty.Conversion/Continuation”) in the form of Exhibit 1.5(e). Back to Contents (df) Anything herein Notwithstanding anything to the contrary notwithstandingset forth in this Section 1.5, if a court of competent jurisdiction determines in a final order that the obligations of the Borrowers hereunder shall be subject to the limitation that payments rate of interest shall not be required, for any period for which interest is computed hereunder, to the extent (but only to the extent) that contracting for or receiving such payment by the respective Lender would be contrary to the provisions of any Applicable Law applicable to such Lender limiting payable hereunder exceeds the highest rate of interest that may be lawfully contracted for, charged or received by such Lender, and in such event Borrowers shall pay such Lender interest at permissible under law (the highest rate permitted by Applicable Law (“Maximum Lawful Rate”) for such period), then so long as the Maximum Lawful Rate would be so exceeded, the rate of interest payable hereunder shall be equal to the Maximum Lawful Rate; provided, however, that if at any time thereafter the rate of interest payable hereunder is less than the Maximum Lawful Rate, Borrowers Borrower shall continue to pay interest hereunder at the Maximum Lawful Rate until such time as the total interest received by the Administrative Agent, on behalf of Lenders, is equal to the total interest that would have been received had the interest rate payable hereunder been (but for the operation of this paragraph) the interest rate payable since the Closing Date as otherwise provided in this Credit Agreement. Thereafter, interest hereunder shall be paid at the rate(s) of interest and in the manner provided in Sections 1.5(a) through (e), unless and until the rate of interest again exceeds the Maximum Lawful Rate, and at that time this paragraph shall again apply. In no event shall the total interest received by any Lender pursuant to the terms hereof exceed the amount that such Lender could lawfully have received had the interest due hereunder been calculated for the full term hereof at the Maximum Lawful Rate. If the Maximum Lawful Rate is calculated pursuant to this paragraph, 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. If, notwithstanding the provisions of this Section 1.5(f), a court of competent jurisdiction shall finally determine that a Lender has received interest hereunder in excess of the Maximum Lawful Rate, Agent shall, to the extent permitted by applicable law, promptly apply such excess in the order specified in Section 1.11 and thereafter shall refund any excess to Borrower or as a court of competent jurisdiction may otherwise order. (eg) Borrower hereby promises to pay Notwithstanding anything to the Administrative Agentcontrary set forth in this Section 1.5 or elsewhere in this Agreement, on each Principal Payment Date until Borrower shall not be permitted to borrow, reborrow, continue or convert any Loans as or into LIBOR Loans without the Loans have been paid in full, the unpaid principal balance prior written consent of the Loans in quarterly installments equal to 2.5% of the aggregate principal amount of Loans issued under this Credit Agreement; provided that the last installment of principal of the Loans shall be due and payable on the Maturity Date (if not earlier paid) and shall be in an amount sufficient to pay in full the entire unpaid principal amount of the LoansAgent.

Interest and Applicable Margins. (ai) Subject to Sections 2.4(cclause (e) and 2.4(d)below, each Loan shall bear the Borrowers may, at their option (an “Interest Election”) elect to pay interest on the Loans on each Interest Payment Date (i) entirely in cash (“Cash Interest”) or (ii) entirely by increasing the outstanding principal amount thereof of the Loans on the relevant Interest Payment Date by the amount of interest accrued from the effective date when of any such Interest Election until such Interest Payment Date (“PIK Interest”). The Borrowers must make an Interest Election by delivering a notice to the Administrative Agent no later than 5 Business Days prior to the effective date of any Interest Election, which notice shall specify (x) whether such Interest Election is made under clause (i) or (ii) of this Section 1.5(a) and (y) the effective date of such Interest Election. An Interest Election shall remain in effect until the earlier of (A) the delivery by the Borrowers of a new Interest Election and (B) the Maturity Date. In the event no Interest Election is made, interest on the Loans shall be PIK Interest. (b) Subject to clause (e) below, Loans shall bear interest from the Effective Date at a rate per annum equal to Adjusted Term SOFR or the Base Rate, as the case may be, plus the Applicable Margin. Each determination of an interest rate by the Administrative Agent shall be conclusive and binding on the Borrowers and the Lenders in the absence of manifest error. All computations of Fees and interest payable under this Credit Agreement shall be made on the basis of a 360-day year and actual days elapsed, except that interest computed by reference to the Base Rate shall be computed on the basis of a 365-day year (366 days i) in the case of a leap yearCash Interest, 13.00% per annum and (ii) and actual days elapsedin the case of PIK Interest, 15.00% per annum. Cash Interest and Fees shall accrue during on each period during which interest or such Fees are computed from (and including) the first day thereof to (but excluding) the last day thereof. (b) All as determined by the Administrative Agent in accordance with the Fundamental Documents and the Administrative Agent’s loan systems and procedures periodically in effect, interest Loan shall be paid in arrears (i) payable on each Interest Payment Date and (ii) Date. PIK Interest on each Loan shall be payable by increasing the date outstanding principal amount of each payment or prepayment of Loans. The Administrative Agent may estimate the Loans by the amount of PIK Interest on each Interest Payment Date. Any interest that so added to the principal amount of the Loans shall bear interest as provided in this Section 1.5 from the date on which such interest has been so added. The obligation of the Borrowers will owe on ▇▇▇▇▇▇▇▇▇’ periodic statements and to pay PIK Interest shall be automatically evidenced by this Agreement or, if applicable, any Notes issued pursuant to this Agreement. Unless the Administrative Agent may adjust context otherwise requires, for all purposes hereof, references to “principal amount” of the Loans refers to the face amount of interest owed on each subsequent statement provided the Loans and not the gross proceeds funded hereunder and includes any PIK Interest so capitalized and added to Borrowers to reflect any differential between the estimated principal amount of the Loans from the date on which such interest shown has been so added. (c) If any payment on Borrowers’ preceding statement any Loan becomes due and payable on a day other than a Business Day, the actual amount maturity thereof will be extended to the next succeeding Business Day and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. (d) All computations of interest determined to have been due shall be made by the Administrative Agent on the preceding Interest Payment Date. Borrowers agree to pay basis of a 365/366 day year, in each case for the amount shown due on actual number of days occurring in the Interest Payment Date on each of Borrowers’ periodic statements on each Interest Payment Dateperiod for which such interest is payable. (ce) At the election So long as (i) an Event of Default has occurred and is continuing under Section 8.1(a), (f), (h), (l), (m) or (n) or (ii) any other Event of Default has occurred and is continuing and the Administrative Agent or the Required Lenders while any Event of Default exists (or automatically while any Event of Default under Section 7.1(b), 7.1(c), 7.1(h) or 7.1(i) exists), interest (after as well as before entry of judgment thereon shall have given written notice to the extent permitted by Applicable Law) on Borrowers, the Loans and all other outstanding Obligations shall increase, from and after the date of occurrence of such Event of Default, to a rate per annum which is determined by adding 2.0bear interest at 2.00% per annum above the rate otherwise applicable to the Applicable Margin then in effect for such Loans (plus Adjusted Term SOFR or the Base Rate, as the case may be) (the “Default Rate”). All Interest at the Default Rate shall accrue from the initial date of such interest Event of Default until that Event of Default is cured or waived and shall be payable on demand of the Administrative Agent or the Required Lenders. Each Borrower acknowledges that it would be extremely difficult or impracticable to determine Lenders’ actual damages resulting from any Event of Default and the aforementioned increase to the interest rate being charged hereunder is a reasonable estimate of those damages and does not constitute a penalty. (d) Anything herein to the contrary notwithstanding, the obligations of the Borrowers hereunder shall be subject to the limitation that payments of interest shall not be required, for any period for which interest is computed hereunder, to the extent (but only to the extent) that contracting for or receiving such payment by the respective Lender would be contrary to the provisions of any Applicable Law applicable to such Lender limiting the highest rate of interest that may be lawfully contracted for, charged or received by such Lender, and in such event Borrowers shall pay such Lender interest at the highest rate permitted by Applicable Law (“Maximum Lawful Rate”) for such period; provided, that if at any time thereafter the rate of interest payable hereunder is less than the Maximum Lawful Rate, Borrowers shall continue to pay interest hereunder at the Maximum Lawful Rate until such time as the total interest received by the Administrative Agent, on behalf of Lenders, is equal to the total interest that would have been received had the interest payable hereunder been (but for the operation of this paragraph) the interest rate payable since the Closing Date as otherwise provided in this Credit Agreement. (e) Borrower hereby promises to pay to the Administrative Agent, cash on each Principal Interest Payment Date until the Loans have been paid in full, the unpaid principal balance of the Loans in quarterly installments equal to 2.5% of the aggregate principal amount of Loans issued under this Credit Agreement; provided that the last installment of principal of the Loans shall be due and payable on the Maturity Date (if not earlier paid) and shall be in an amount sufficient to pay in full the entire unpaid principal amount of the LoansDate.

Interest and Applicable Margins. (a) Subject Borrower shall pay interest to Sections 2.4(cAdministrative Agent, for the ratable benefit of Lenders in accordance with the Loans made by each Lender, in each case in arrears on each applicable Interest Payment Date, at the following rates (in each case subject to the terms of Section 2.1(d) and 2.4(d), (g) pertaining to the rates of interest accruing on Incremental Term Loans or Refinancing Facilities and any adjustments to the Applicable Margins as a result thereof): (i) each Term Benchmark Loan shall bear interest on the outstanding principal amount thereof for each Interest Period at a rate per annum equal to Term SOFR for such Interest Period plus the Applicable Margin; (ii) each Alternate Base Rate Loan shall bear interest on the outstanding principal amount thereof from the applicable borrowing date when made at a rate per annum equal to Adjusted Term SOFR or the Alternate Base Rate, as the case may be, Rate plus the Applicable Margin. Each determination of an ; and (iii) each Swingline Loan shall bear interest rate by the Administrative Agent shall be conclusive and binding on the Borrowers outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the Alternate Base Rate plus the Applicable Margin for Revolving Loans. (b) If any payment under the Loan Documents becomes due and payable on a day other than a Business Day, the Lenders in due date thereof will be extended to the absence next succeeding Business Day (except for interest on a Term Benchmark Loan accrued during any Interest Period which, pursuant to clause (i) of manifest error. the definition of Interest Period is required to end on the U.S. Government Securities Business Day immediately preceding the day on which, but for such clause (i), it would have ended and except for the principal portion of such Term Benchmark Loan payable on such day, which will also be paid on said immediately preceding U.S. Government Securities Business Day), and, with respect to payment of principal, interest thereon shall accrue at the then applicable rate during such extension. (c) All computations of Fees and interest payable under this Credit Agreement on the Term Benchmark Loans, shall be made by Administrative Agent on the basis of a three hundred sixty (360-) day year and the actual number of days elapsed, except that occurring in the period for which such interest computed by reference to and Fees are payable. All computations of interest on the Alternate Base Rate Loans shall be computed made by Administrative Agent on the basis of a three hundred sixty-five (365-) day year (366 three hundred sixty-six (366) days in the case of a leap year) and the actual number of days elapsedoccurring in the period for which such interest is payable. Interest The Alternate Base Rate shall be determined each day based upon the Alternate Base Rate as in effect each day. Each determination by Administrative Agent of an interest rate hereunder shall be final, binding and Fees conclusive, absent manifest error. (d) Following the occurrence and during the continuance of a Specified Event of Default, if any principal of or interest on any Loan or any Fee payable by the Borrower is not paid when due (after the expiration of any applicable grace period), whether at stated maturity, upon acceleration or otherwise, such overdue amount (unless owed to a Defaulting Lender) shall accrue during each period during which interest or bear interest, after as well as before judgment, at a rate per annum (such Fees are computed from (and includingrate, the “Default Rate”) the first day thereof equal to (but excludingi) in the case of overdue principal of any Loan, 2.00% plus the rate otherwise applicable to such Loan as provided in the preceding paragraphs of this Section or (ii) in the case of any such other overdue amount, 2.00% plus the rate applicable to Alternate Base Rate Loans. (e) Borrower shall have the option to (i) request that any Advances or all or any portion of the Term Loans be made as a Term Benchmark Loan, (ii) convert at any time all or any part of outstanding Loans from Alternate Base Rate Loans to Term Benchmark Loans, (iii) convert any Term Benchmark Loan to an Alternate Base Rate Loan, subject to payment of breakage costs in accordance with Section 2.11 if such conversion is made prior to the expiration of the Interest Period applicable thereto, or (iv) continue all or any portion of any Loan as a Term Benchmark Loan upon the expiration of the applicable Interest Period and the succeeding Interest Period of that continued Loan shall commence on the last day thereof. (b) All as determined by of the Administrative Agent in accordance with Interest Period of the Fundamental Documents and the Administrative Agent’s loan systems and procedures periodically in effect, interest Loan to be continued. Loans for which Borrower has not elected Term SOFR option shall be paid Alternate Base Rate Loans. During the continuation of any Event of Default, Requisite Lenders may terminate Borrower’s right to exercise the options set forth in arrears (ithis Section 2.5(e) on each Interest Payment Date by delivering written notice to the Borrower to that effect. Any Loan to be made or continued as, or converted into, a Term Benchmark Loan must be in a minimum amount of $100,000 and integral multiples of $2,500 in excess of such amount. Subject to Sections 2.1(d) and (iig) hereof, any such election must be made by 1:00 p.m. New York time on the third (3rd) U.S. Government Securities Business Day prior to (1) the date of any proposed Advance which is to bear interest at the Term Benchmark, (2) the end of each payment Interest Period with respect to any Term Benchmark Loans to be continued as such, or prepayment (3) the date on which Borrower wishes to convert any Alternate Base Rate Loan to a Term Benchmark Loan for an Interest Period designated by Borrower in such election. If no election is received with respect to a Term Benchmark Loan by 1:00 p.m. New York time on the third (3rd) U.S. Government Securities Business Day prior to the end of Loansthe Interest Period with respect thereto, that Term Benchmark Loan shall be continued as a Term Benchmark Loan with the same interest period as the prior Term Benchmark Loan at the end of its Interest Period. The Administrative Agent may estimate the amount of interest that the Borrowers will owe on ▇▇▇▇▇▇▇▇▇’ periodic statements and the ▇ must make such election by notice to Administrative Agent may adjust in writing, by telecopy or overnight courier. In the amount case of interest owed on each subsequent statement provided any conversion or continuation, such election must be made pursuant to Borrowers to reflect any differential between a written notice (a “Notice of Conversion/Continuation”) in the estimated amount form of interest shown on Borrowers’ preceding statement and Exhibit 2.5(e). Notwithstanding the actual amount of interest determined to have been due by the Administrative Agent on the preceding foregoing, at no time shall there be more than eight (8) Interest Payment Date. Borrowers agree to pay the amount shown due on the Interest Payment Date on each of Borrowers’ periodic statements on each Interest Payment DatePeriods in effect. (cf) At the election of the Administrative Agent or the Required Lenders while any Event of Default exists (or automatically while any Event of Default under Section 7.1(b), 7.1(c), 7.1(h) or 7.1(i) exists), interest (after as well as before entry of judgment thereon to the extent permitted by Applicable Law) on the Loans shall increase, from and after the date of occurrence of such Event of Default, to a rate per annum which is determined by adding 2.0% per annum to the Applicable Margin then in effect for such Loans (plus Adjusted Term SOFR or the Base Rate, as the case may be) (the “Default Rate”). All such interest shall be payable on demand of the Administrative Agent or the Required Lenders. Each Borrower acknowledges that it would be extremely difficult or impracticable to determine Lenders’ actual damages resulting from any Event of Default and the aforementioned increase to the interest rate being charged hereunder is a reasonable estimate of those damages and does not constitute a penalty. (d) Anything herein Notwithstanding anything to the contrary notwithstandingset forth in this Section 2.5, if a court of competent jurisdiction determines in a final order that the obligations of the Borrowers hereunder shall be subject to the limitation that payments rate of interest shall not be required, for any period for which interest is computed hereunder, to the extent (but only to the extent) that contracting for or receiving such payment by the respective Lender would be contrary to the provisions of any Applicable Law applicable to such Lender limiting payable hereunder exceeds the highest rate of interest that may be lawfully contracted for, charged or received by such Lender, and in such event Borrowers shall pay such Lender interest at the highest rate permitted by Applicable permissible under Law (the “Maximum Lawful Rate”) for such period), then so long as the Maximum Lawful Rate would be so exceeded, the rate of interest payable hereunder shall be equal to the Maximum Lawful Rate; provided, however, that if at any time thereafter the rate of interest payable hereunder is less than the Maximum Lawful Rate, Borrowers ▇▇▇▇▇▇▇▇ shall continue to pay interest hereunder at the Maximum Lawful Rate until such time as the total interest received by the Administrative Agent, on behalf of Lenders, is equal to the total interest that which would have been received had the interest rate payable hereunder been (but for the operation of this paragraph) the interest rate payable since the Closing Effective Date as otherwise provided in this Credit Agreement. . Thereafter, interest hereunder shall be paid at the rate(s) of interest and in the manner provided in Sections 2.5(a) through (e) Borrower hereby promises to pay above, unless and until the rate of interest again exceeds the Maximum Lawful Rate, and at that time this paragraph shall again apply. In no event shall the total interest received by any Lender pursuant to the Administrative Agentterms hereof exceed the amount which such ▇▇▇▇▇▇ could lawfully have received had the interest due hereunder been calculated for the full term hereof at the Maximum Lawful Rate. If the Maximum Lawful Rate is calculated pursuant to this paragraph, on each Principal Payment Date until such interest shall be calculated at a daily rate equal to the Loans have been paid Maximum Lawful Rate divided by the number of days in fullthe year in which such calculation is made. If, notwithstanding the unpaid principal balance provisions of this Section 2.5(f), a court of competent jurisdiction shall finally determine that a Lender has received interest hereunder in excess of the Loans Maximum Lawful Rate, Administrative Agent shall, to the extent permitted by applicable Law, promptly apply such excess in quarterly installments equal the order specified in Section 2.8 and thereafter shall refund any excess to 2.5% Borrower or as a court of the aggregate principal amount of Loans issued under this Credit Agreement; provided that the last installment of principal of the Loans shall be due and payable on the Maturity Date (if not earlier paid) and shall be in an amount sufficient to pay in full the entire unpaid principal amount of the Loanscompetent jurisdiction may otherwise order.

Interest and Applicable Margins. (a) Subject Borrower shall pay interest to Sections 2.4(cAgent, for the ratable benefit of Lenders in accordance with the various Loans being made by each Lender, in arrears on each applicable Interest Payment Date, at the following rates: (i) with respect to the Revolving Credit Advances, the Index Rate plus the Applicable Revolver Index Margin per annum or, at the election of Borrower, the applicable LIBOR Rate plus the Applicable Revolver LIBOR Margin per annum, based on the aggregate Revolving Credit Advances outstanding from time to time; (ii) with respect to the Term Loan, the Index Rate plus the Applicable Term Loan Index Margin per annum or, at the election of Borrower, the applicable LIBOR Rate plus the Applicable Term Loan LIBOR Margin per annum; (iii) with respect to the Swing Line Loan, the Index Rate plus the Applicable Revolver Index Margin per annum; (iv) with respect to the Term B Loan, the Index Rate plus six percent (6%) per annum; provided, that: 1. On each Interest Payment Date with respect to the Term B Loan, a portion of the interest accrued on the Term B Loan and 2.4(d)payable on such Interest Payment Date equal to (A) three percent (3%) per annum multiplied by (B) the highest outstanding principal balance of the Term B Loan during the period for which interest was accrued, each Loan shall bear be paid in kind (rather than in cash) by adding such portion to the principal of the Term B Loan. 2. If by reason of the occurrence and continuation of a Priority Event or otherwise, any of the interest on the outstanding Term B Loan due on any Interest Payment Date (other than the portion of such interest that is added to principal pursuant to Section 1.5(a)(iv)(1)) is not paid when due, then, at the individual option of each Term B Loan Lender exercisable by written notice given to Agent and Borrower on or within thirty (30) days after such Interest Payment Date (whether or not such option is exercised by any other Term B Loan Lender), such Term B Loan Lender shall have the right to require that all or any portion of the interest payable on such Interest Payment Date for account of such Term B Loan Lender be paid by Borrower in kind (rather than in cash) by adding such portion to the principal of the Term B Loan Note held by such Term B Loan Lender. Upon delivery of such notice by any Term B Loan Lender, such interest shall, to the extent set forth in the notice, be added to the principal of the Term B Loan Note held by such Term B Loan Lender effective as of such Interest Payment Date. 3. Effective as of the Interest Payment Date on which any interest paid in kind and added to the principal of the Term B Loan as provided in this Section 1.5(a)(iv) was due, such interest shall constitute part of the principal of the Term B Loan for all purposes under the Loan Documents, including the accrual and payment of additional interest thereon. Borrower's obligation to pay the portion of the interest so added to the principal, and to pay interest thereon, shall be evidenced by the Term B Loan Notes without necessity for the issuance of any additional promissory note or any addendum or endorsement to the Term B Loan Note. Upon request of Agent or any Lender at any time or from time to time, Borrower shall confirm in writing, by an instrument in form reasonably satisfactory to Agent, the principal amount thereof from then outstanding on each of the date when made at a rate per annum equal Term B Loan Notes, including all interest so added to Adjusted the principal thereof. 4. Under no circumstances shall Borrower or any other Credit Party or any other Person have the right to pay interest on the Term SOFR or B Loan in kind, except on the Base Rateconditions and to the extent set forth in Section 1.5(a)(iv)(1) and, as the case may be, plus the Applicable Margin. Each determination of an interest rate if required by the Administrative Agent Term B Loan Lender, Section 1.5(a)(iv)(2). The Applicable Margins are as follows: Applicable Revolver Index Margin 1.25% Applicable Revolver LIBOR Margin 2.25% Applicable Term Loan Index Margin 1.25% Applicable Term Loan LIBOR Margin 2.25% (b) If any payment on any Loan becomes due and payable on a day other than a Business Day, the maturity thereof will be extended to the next succeeding Business Day (except as set forth in the definition of LIBOR Period) and, with respect to payments of principal, interest thereon shall be conclusive and binding on payable at the Borrowers and the Lenders in the absence of manifest error. then applicable rate during such extension. (c) All computations of Fees calculated on a per annum basis and interest payable under this Credit Agreement shall be made by Agent on the basis of a 360-day year year, in each case for the actual number of days occurring in the period for which such interest and actual days elapsed, except that Fees are payable. The Index Rate is a floating rate determined for each day. Each determination by Agent of an interest computed by reference to the Base Rate rate and Fees hereunder shall be computed on the basis of a 365-day year (366 days in the case of a leap year) and actual days elapsed. Interest and Fees shall accrue during each period during which interest or such Fees are computed from (and including) the first day thereof presumed to (but excluding) the last day thereof. (b) All as determined by the Administrative Agent in accordance with the Fundamental Documents and the Administrative Agent’s loan systems and procedures periodically in effect, interest shall be paid in arrears (i) on each Interest Payment Date and (ii) on the date of each payment or prepayment of Loans. The Administrative Agent may estimate the amount of interest that the Borrowers will owe on ▇▇▇▇▇▇▇▇▇’ periodic statements and the Administrative Agent may adjust the amount of interest owed on each subsequent statement provided to Borrowers to reflect any differential between the estimated amount of interest shown on Borrowers’ preceding statement and the actual amount of interest determined to have been due by the Administrative Agent on the preceding Interest Payment Date. Borrowers agree to pay the amount shown due on the Interest Payment Date on each of Borrowers’ periodic statements on each Interest Payment Date. (c) At the election of the Administrative Agent or the Required Lenders while any Event of Default exists (or automatically while any Event of Default under Section 7.1(b), 7.1(c), 7.1(h) or 7.1(i) exists), interest (after as well as before entry of judgment thereon to the extent permitted by Applicable Law) on the Loans shall increase, from and after the date of occurrence of such Event of Default, to a rate per annum which is determined by adding 2.0% per annum to the Applicable Margin then in effect for such Loans (plus Adjusted Term SOFR or the Base Rate, as the case may be) (the “Default Rate”). All such interest shall be payable on demand of the Administrative Agent or the Required Lenders. Each Borrower acknowledges that it would be extremely difficult or impracticable to determine Lenders’ actual damages resulting from any Event of Default and the aforementioned increase to the interest rate being charged hereunder is a reasonable estimate of those damages and does not constitute a penaltycorrect. (d) Anything herein So long as an Event of Default has occurred and is continuing under Section 8.1(a), (h) or (i), or so long as any other Default or Event of Default has occurred and is continuing and at the election of Agent (or upon the written request of Requisite Lenders) confirmed by written notice from Agent to Borrower, the interest rates applicable to the Loans and the Letter of Credit Fees shall be increased by two percentage points (2%) per annum above the rates of interest or the rate of such Fees otherwise applicable hereunder ("Default Rate"). Interest and Letter of Credit Fees at the Default Rate shall accrue from the initial date of such Event of Default if such Event of Default arose under Section 8.1(a), (h) or (i) or from the date of the delivery of the written notice from Agent to Borrower for all other Events of Default, until that Event of Default is cured or waived and shall be payable upon demand. (e) Subject to the conditions precedent set forth in Section 2.2, Borrower shall have the option to (i) request that any Revolving Credit Advance be made as a LIBOR Loan, (ii) convert at any time all or any part of outstanding Loans (other than the Swing Line Loan and the Term B Loan) from Index Rate Loans to LIBOR Loans, (iii) convert any LIBOR Loan to an Index Rate Loan, subject to payment of LIBOR breakage costs in accordance with Section 1.13(b) if such conversion is made prior to the expiration of the LIBOR Period applicable thereto, or (iv) continue all or any portion of any Loan (other than the Swing Line Loan and the Term B Loan) as a LIBOR Loan upon the expiration of the applicable LIBOR Period and the succeeding LIBOR Period of that continued Loan shall commence on the first day after the last day of the LIBOR Period of the Loan to be continued. Any Loan or group of Loans having the same proposed LIBOR Period to be made or continued as, or converted into, a LIBOR Loan must be in a minimum amount of $1,000,000 and integral multiples of $250,000 in excess of such amount. Any such election must be made by 11:00 a.m. (Chicago time) on the 3rd Business Day prior to (1) the date of any proposed Advance which is to bear interest at the LIBOR Rate, (2) the end of each LIBOR Period with respect to any LIBOR Loans to be continued as such, or (3) the date on which Borrower wishes to convert any Index Rate Loan (other than the Swing Line or the Term B Loan) to a LIBOR Loan for a LIBOR Period designated by Borrower in such election. If no election is received with respect to a LIBOR Loan by 11:00 a.m. (Chicago time) on the 3rd Business Day prior to the end of the LIBOR Period with respect thereto (or if a Default or an Event of Default has occurred and is continuing or if the additional conditions precedent set forth in Section 2.2 shall not have been satisfied), that LIBOR Loan shall be converted to an Index Rate Loan at the end of its LIBOR Period. Borrower must make such election by notice to Agent in writing, by telecopy or overnight courier. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a "Notice of Conversion/Continuation") in the form of Exhibit 1.5(e). (f) Notwithstanding anything to the contrary notwithstandingset forth in this Section 1.5, if a court of competent jurisdiction determines in a final order that the obligations of the Borrowers hereunder shall be subject to the limitation that payments rate of interest shall not be required, for any period for which interest is computed hereunder, to the extent (but only to the extent) that contracting for or receiving such payment by the respective Lender would be contrary to the provisions of any Applicable Law applicable to such Lender limiting payable hereunder exceeds the highest rate of interest that may be lawfully contracted for, charged or received by such Lender, and in such event Borrowers shall pay such Lender interest at permissible under law (the highest rate permitted by Applicable Law (“"Maximum Lawful Rate”) for such period"), then so long as the Maximum Lawful Rate would be so exceeded, the rate of interest payable hereunder shall be equal to the Maximum Lawful Rate; provided, however, that if at any time thereafter the rate of interest payable hereunder is less than the Maximum Lawful Rate, Borrowers Borrower shall continue to pay interest hereunder at the Maximum Lawful Rate until such time as the total interest received by the Administrative Agent, on behalf of Lenders, is equal to the total interest that would have been received had the interest rate payable hereunder been (but for the operation of this paragraph) the interest rate payable since the Original Closing Date as otherwise provided in this Credit Agreement. . Thereafter, interest hereunder shall be paid at the rate(s) of interest and in the manner provided in Sections 1.5(a) through (e) Borrower hereby promises to pay ), unless and until the rate of interest again exceeds the Maximum Lawful Rate, and at that time this paragraph shall again apply. In no event shall the total interest received by any Lender pursuant to the Administrative Agentterms hereof exceed the amount that such Lender could lawfully have received had the interest due hereunder been calculated for the full term hereof at the Maximum Lawful Rate. If the Maximum Lawful Rate is calculated pursuant to this paragraph, on each Principal Payment Date until such interest shall be calculated at a daily rate equal to the Loans have been paid Maximum Lawful Rate divided by the number of days in fullthe year in which such calculation is made. If, notwithstanding the unpaid principal balance provisions of this Section 1.5(f), a court of competent jurisdiction shall finally determine that a Lender has received interest hereunder in excess of the Loans Maximum Lawful Rate, Agent shall, to the extent permitted by applicable law, promptly apply such excess in quarterly installments equal the order specified in Section 1.11 and thereafter shall refund any excess to 2.5% Borrower or as a court of the aggregate principal amount of Loans issued under this Credit Agreement; provided that the last installment of principal of the Loans shall be due and payable on the Maturity Date (if not earlier paid) and shall be in an amount sufficient to pay in full the entire unpaid principal amount of the Loanscompetent jurisdiction may otherwise order.

Interest and Applicable Margins. (a) Subject to Sections 2.4(c) and 2.4(d), each Loan Borrowers shall bear pay interest on the outstanding principal amount thereof from Term Loan to Agent, for the date when made ratable benefit of Lenders, in arrears on each applicable Interest Payment Date, at a rate per annum equal the following rates: (i) with respect to Adjusted such portion of the Term SOFR or Loan designated as an Index Rate Loan, the Base Rate, as the case may be, Index Rate plus the Applicable MarginTerm Loan Index Margin per annum or, (ii) with respect to such portion of the Term Loan designated as a LIBOR Loan, the applicable LIBOR Rate plus the Applicable Term Loan LIBOR Margin per annum. Each determination The Applicable Margins are as follows: Applicable Term Loan Index Margin 5.25% Applicable Term Loan LIBOR Margin 7.25% (b) If any payment on the Term Loan becomes due and payable on a day other than a Business Day, the maturity thereof will be extended to the next succeeding Business Day (except as set forth in the definition of an "LIBOR Period") and, with respect to payments of principal, interest rate by the Administrative Agent thereon shall be conclusive and binding on payable at the Borrowers and the Lenders in the absence of manifest error. then applicable rate during such extension. (c) All computations of Fees and interest payable under this Credit Agreement shall be made by Agent on the basis of a 360-day year and for the actual number of days elapsed, except that occurring in the period for which interest computed is payable. The Index Rate is a floating rate determined for each day. Each determination by reference to the Base Rate Agent of an interest rate hereunder shall be computed on the basis of a 365-day year (366 days in the case of a leap year) and actual days elapsed. Interest and Fees shall accrue during each period during which interest or such Fees are computed from (and including) the first day thereof to (but excluding) the last day thereof. (b) All as determined by the Administrative Agent in accordance with the Fundamental Documents and the Administrative Agent’s loan systems and procedures periodically in effectpresumptively correct, interest shall be paid in arrears (i) on each Interest Payment Date and (ii) on the date of each payment or prepayment of Loans. The Administrative Agent may estimate the amount of interest that the Borrowers will owe on ▇▇▇▇▇▇▇▇▇’ periodic statements and the Administrative Agent may adjust the amount of interest owed on each subsequent statement provided to Borrowers to reflect any differential between the estimated amount of interest shown on Borrowers’ preceding statement and the actual amount of interest determined to have been due by the Administrative Agent on the preceding Interest Payment Date. Borrowers agree to pay the amount shown due on the Interest Payment Date on each of Borrowers’ periodic statements on each Interest Payment Date. (c) At the election of the Administrative Agent or the Required Lenders while any Event of Default exists (or automatically while any Event of Default under Section 7.1(b), 7.1(c), 7.1(h) or 7.1(i) exists), interest (after as well as before entry of judgment thereon to the extent permitted by Applicable Law) on the Loans shall increase, from and after the date of occurrence of such Event of Default, to a rate per annum which is determined by adding 2.0% per annum to the Applicable Margin then in effect for such Loans (plus Adjusted Term SOFR or the Base Rate, as the case may be) (the “Default Rate”). All such interest shall be payable on demand of the Administrative Agent or the Required Lenders. Each Borrower acknowledges that it would be extremely difficult or impracticable to determine Lenders’ actual damages resulting from any Event of Default and the aforementioned increase to the interest rate being charged hereunder is a reasonable estimate of those damages and does not constitute a penaltyabsent manifest error. (d) Anything So long as an Event of Default has occurred and is continuing under Section 6.1(a), (f) or (g) and without notice of any kind, or so long as any other Event of Default has occurred and is continuing and at the election of Agent (or upon the written request of Requisite Lenders) confirmed by written notice from Agent to Borrower Representative, the interest rates applicable to the Term Loan shall be increased by two percentage points (2%) per annum above the rates of interest otherwise applicable hereunder ("Default Rate"), and all outstanding Obligations shall bear interest at the Default Rate applicable to such Obligations. Interest at the Default Rate shall accrue from the initial date of such Event of Default until that Event of Default is cured or waived and shall be payable upon demand, but in any event, shall be payable on the next regularly scheduled payment date set forth herein for such Obligation. (e) At any time after the tenth (10th) Business Day after the Closing Date, Borrower Representative shall have the option to (i) convert at any time all or any part of the outstanding Term Loan from Index Rate Loans to LIBOR Loans, (ii) convert any LIBOR Loan to an Index Rate Loan, subject to payment of the LIBOR Breakage Fee in accordance with Section 1.3(c) if such conversion is made prior to the expiration of the LIBOR Period applicable thereto, or (iii) continue all or any portion of the Term Loan as a LIBOR Loan upon the expiration of the applicable LIBOR Period and the succeeding LIBOR Period of that continued portion of the Term Loan shall commence on the first day after the last day of the LIBOR Period of the portion of the Term Loan to be continued. Any portion of the Term Loan or group of portions of the Term Loan having the same proposed LIBOR Period to be made or continued as, or converted into, a LIBOR Loan must be in a minimum amount of $1,000,000 and integral multiples of $250,000 in excess of such amount. Any such election must be made by noon (New York time) on the 3rd Business Day prior to (1) the end of each LIBOR Period with respect to any LIBOR Loans to be continued as such, or (2) the date on which Borrower Representative wishes to convert any Index Rate Loan to a LIBOR Loan for a LIBOR Period designated by Borrower Representative in such election. If no election is received with respect to a LIBOR Loan by noon (New York time) on the 3rd Business Day prior to the end of the LIBOR Period with respect thereto, that LIBOR Loan shall be converted to an Index Rate Loan at the end of its LIBOR Period. Borrower Representative must make such election by notice to Agent in writing, by fax or overnight courier. In the case of any conversion or continuation, such election must be made pursuant to a written request in the form attached as Exhibit 1.2 ("Notice of Continuation/Conversion"). No portion of the Term Loan shall be made, converted into or continued as a LIBOR Loan, if an Event of Default has occurred and is continuing and Agent or Requisite Lenders have determined not to make or continue any portion of the Term Loan as a LIBOR Loan as a result thereof. (f) Notwithstanding anything to the contrary notwithstandingset forth in this Section 1.2, if a court of competent jurisdiction determines in a final non-appealable order that the obligations of the Borrowers hereunder shall be subject to the limitation that payments rate of interest shall not be required, for any period for which interest is computed hereunder, to the extent (but only to the extent) that contracting for or receiving such payment by the respective Lender would be contrary to the provisions of any Applicable Law applicable to such Lender limiting payable hereunder exceeds the highest rate of interest that may be lawfully contracted for, charged or received by such Lender, and in such event Borrowers shall pay such Lender interest at permissible under law (the highest rate permitted by Applicable Law (“"Maximum Lawful Rate”) for such period"), then so long as the Maximum Lawful Rate would be so exceeded, the rate of interest payable hereunder shall be equal to the Maximum Lawful Rate; provided, however, that if at any time thereafter the rate of interest payable hereunder is less than the Maximum Lawful Rate, Borrowers shall continue to pay interest hereunder at the Maximum Lawful Rate until such time as the total interest received by the Administrative Agent, on behalf of Lenders, is equal to the total interest that would have been received had the interest rate payable hereunder been (but for the operation of this paragraph) the interest rate payable since the Closing Date as otherwise provided in this Credit Agreement. . Thereafter, interest hereunder shall be paid at the rate(s) of interest and in the manner provided in Sections 1.2(a) through (e) Borrower hereby promises to pay ), unless and until the rate of interest again exceeds the Maximum Lawful Rate, and at that time this paragraph shall again apply. In no event shall the total interest received by any Lender pursuant to the Administrative Agentterms hereof exceed the amount that such Lender could lawfully have received had the interest due hereunder been calculated for the full term hereof at the Maximum Lawful Rate. If the Maximum Lawful Rate is calculated pursuant to this paragraph, on each Principal Payment Date until such interest shall be calculated at a daily rate equal to the Loans have been paid Maximum Lawful Rate divided by the number of days in fullthe year in which such calculation is made. If, notwithstanding the unpaid principal balance provisions of this Section 1.2(f), a court of competent jurisdiction shall determine by a final, non-appealable order that a Lender has received interest hereunder in excess of the Loans Maximum Lawful Rate, Agent shall, to the extent permitted by applicable law, promptly apply such excess as specified in quarterly installments equal to 2.5% of the aggregate principal amount of Loans issued under this Credit Agreement; provided that the last installment of principal of the Loans shall be due and payable on the Maturity Date (if not earlier paidSection 1.5(e) and thereafter shall be in an amount sufficient promptly refund any excess to pay in full the entire unpaid principal amount Borrowers or as such court of the Loanscompetent jurisdiction may otherwise order.