Common use of Interest Rates Clause in Contracts

Interest Rates. (a) The Borrower shall pay interest on the unpaid principal amount of each Alternate Base Rate Loan and LIBOR Rate Loan from the date of such Loan until such Loan shall be paid in full, at the following rates per annum: (i) if such Loan is an Alternate Base Rate Loan, a variable rate per annum equal at all times to the Alternate Base Rate in effect from time to time plus the Applicable Percentage, payable quarterly in arrears on March 31, June 30, September 30 and December 31 while such Alternate Base Rate Loan is outstanding and on the date such Alternate Base Rate Loan shall be Converted or paid in full; and (ii) if such Loan is a LIBOR Rate Loan, a fixed rate per annum during the Interest Period equal to the LIBOR Rate for such Interest Period plus the Applicable Percentage, payable on the last day of the Interest Period (and, if such Interest Period extends over three months, at the end of each three-month interval during such Interest Period) and on the date such LIBOR Rate Loan shall be Converted or paid in full. (b) Notwithstanding anything to the contrary contained in this Agreement or any other Loan Document, for each day following the occurrence and during the continuance of an Event of Default, the outstanding principal of and (to the extent permitted by Applicable Law) overdue interest on the Loans shall bear interest at a per annum rate equal to the Default Rate, payable on demand. (c) Interest with respect to Alternate Base Rate Loans due and payable in accordance with clause (a)(i) above shall accrue from the first day of such quarter until the last day of such quarter. Interest with respect to LIBOR Rate Loans due and payable in accordance with clause (a)(ii) above shall accrue from the first day of such Interest Period to but excluding the last day of such Interest Period, or, if applicable, to the end of each such three-month interval.

Interest Rates. Each Base Rate Advance (aother than a Swing Line Loan) The Borrower shall pay bear interest on the unpaid outstanding principal amount of thereof, for each Alternate day from and including the date such Advance is made or is automatically converted from a Eurocurrency Advance into a Base Rate Loan and LIBOR Rate Loan from Advance pursuant to Section 2.7, to but excluding the date of such Loan until such Loan shall be paid in fullit becomes due or is converted into a Eurocurrency Advance pursuant to Section 2.7, at the following rates per annum: (i) if such Loan is an Alternate Base Rate Loan, a variable rate per annum equal at all times to the Alternate Base Rate for such day. Changes in effect from time to time plus the Applicable Percentage, payable quarterly in arrears rate of interest on March 31, June 30, September 30 and December 31 while such Alternate the portion of any Advance maintained as a Base Rate Advance will take effect simultaneously with each change in the Base Rate. Each Swing Line Loan shall bear interest on the outstanding principal amount thereof, for each day from and including the day such Swing Line Loan is outstanding and on made to but excluding the date such Alternate it is paid, at the Borrower’s option, at a rate per annum equal to either (i) the Base Rate Loan shall be Converted for such day, or paid in full; and (ii) if such Loan is a LIBOR Rate Loan, a fixed rate per annum during the Interest Period equal to the Daily Reset LIBOR Rate for such Interest Period plus day, or another rate if agreed to by the Applicable Percentage, payable Borrower and the Swing Line Lender. Each Eurocurrency Advance shall bear interest on the last outstanding principal amount thereof from and including the first day of the Interest Period applicable thereto to (and, if such Interest Period extends over three months, at the end of each three-month interval during such Interest Periodbut not including) and on the date such LIBOR Rate Loan shall be Converted or paid in full. (b) Notwithstanding anything to the contrary contained in this Agreement or any other Loan Document, for each day following the occurrence and during the continuance of an Event of Default, the outstanding principal of and (to the extent permitted by Applicable Law) overdue interest on the Loans shall bear interest at a per annum rate equal to the Default Rate, payable on demand. (c) Interest with respect to Alternate Base Rate Loans due and payable in accordance with clause (a)(i) above shall accrue from the first day of such quarter until the last day of such quarter. Interest with respect to LIBOR Rate Loans due and payable in accordance with clause (a)(ii) above shall accrue from the first day of such Interest Period to but excluding the last day of such Interest Period, or, if applicable, Period at the interest rate reasonably determined by the Administrative Agent as applicable to such Eurocurrency Advance based upon the Borrower’s selections under Sections 2.6 and 2.7 and otherwise in accordance with the terms hereof. No Interest Period may end after the Facility Termination Date. Notwithstanding anything to the end contrary in this Agreement, without the prior written consent of each such three-month intervalthe Required Lenders, the Borrower shall not maintain more than six Eurocurrency Advances at any time.

Interest Rates. (a) The Borrower shall pay interest on the unpaid principal amount of each Alternate Base Rate Loan Advance from and LIBOR Rate Loan from including the date of such Loan until Advance to but excluding the date such Loan Advance shall be paid in fullfull (provided, that if the principal amount of any Advance is borrowed and repaid on the same day, the Borrower shall pay interest on such principal amount at the applicable interest rate for such day), at the following rates per annum: (i) if such Loan Advance is an Alternate a Base Rate LoanAdvance, a variable rate per annum equal at all times to the Alternate Base Rate in effect from time to time plus the Applicable Percentage, payable quarterly in arrears on March 31, June 30, September 30 and December 31 each Payment Date while such Alternate Base Rate Loan Advance is outstanding outstanding, on the date of each prepayment to the extent required by Section 2.11(a) or 2.12, as applicable, and on the date such Alternate Base Rate Loan Advance shall be Converted or paid in full; and; (ii) if such Loan Advance is a LIBOR Eurodollar Rate LoanAdvance, a fixed rate per annum during the each Interest Period for such Eurodollar Rate Advance equal to the LIBOR Eurodollar Rate for such Interest Period plus the Applicable Percentage, payable on the last day of the Interest Period (and, if in the case of any Interest Period of more than three months’ duration, on each day that occurs during such Interest Period extends over every three months, at months after the end first day of each three-month interval during such Interest Period), on the date of each prepayment to the extent required by Section 2.11(a) or 2.12, as applicable, and on the date such LIBOR Eurodollar Rate Loan Advance shall be Converted or paid in full; and (iii) if such Advance is a Swing Line Advance, at the election of the Borrower, a variable rate per annum equal to (A) the LIBOR Market Index Rate plus the Applicable Percentage for Eurodollar Rate Advances or (B) the Base Rate in effect from time to time plus the Applicable Percentage for Base Rate Advances, in each case, payable quarterly in arrears on each Payment Date while such Swing Line Advance is outstanding, on the date of each prepayment to the extent required by Section 2.11(b) or 2.12, as applicable, and on the date such Swing Line Advance shall be paid in full. (b) Notwithstanding anything Subject to the contrary contained in this Agreement or any other Loan DocumentSection 7.02, for each day following (i) immediately upon the occurrence and during the continuance of an Event of Default under Section 6.01(a), 6.01(g) or 6.01(h) (in the case of Section 6.01(g) and 6.01(h), with respect to the Borrower and the Parent only), or (ii) at the election of the Required Lenders, upon the occurrence and during the continuance of any other Event of Default, the (A) all outstanding principal of and (to the extent permitted by Applicable Law) overdue interest on the Loans Eurodollar Rate Advances shall bear interest at a rate per annum of two percent (2%) in excess of the rate (including the Applicable Percentage) then applicable to Eurodollar Rate Advances until the end of the applicable Interest Period and thereafter at a rate equal to two percent (2%) in excess of the Default Raterate (including the Applicable Percentage) then applicable to Base Rate Advances, (B) all outstanding Base Rate Advances and other Obligations shall bear interest at a rate per annum equal to two percent (2%) in excess of the rate (including the Applicable Percentage) then applicable to Base Rate Advances or such other Obligations and (C) all accrued and unpaid interest shall be due and payable on demanddemand of the Administrative Agent. Interest shall continue to accrue on the Obligations after the filing by the Borrower (as to itself) or against the Borrower (as a debtor) of any petition seeking any relief in bankruptcy or under any act or law pertaining to insolvency or debtor relief, whether state, federal or foreign. (c) Interest Upon the request of the Borrower, the Administrative Agent shall provide the Borrower with respect to Alternate Base evidence of the amount of the Eurodollar Rate Loans due and payable Reserve Percentage currently in accordance with clause (a)(i) above shall accrue from the first day of such quarter until the last day of such quarter. Interest with respect to LIBOR Rate Loans due and payable in accordance with clause (a)(ii) above shall accrue from the first day of such Interest Period to but excluding the last day of such Interest Period, or, if applicable, to the end of each such three-month intervaleffect.

Interest Rates. (a) The Borrower Each Base Rate Loan shall pay bear interest on the unpaid outstanding principal amount thereof, for each day from the date such Loan is made until it becomes due, at a rate per annum equal to the sum of the Base Rate Margin and the Base Rate for such day. Such interest shall be payable at maturity, quarterly in arrears on each Quarterly Payment Date and, with respect to the principal amount of each Alternate any Base Rate Loan and LIBOR Rate Loan from that is prepaid or converted to a Euro-Dollar Loan, on the date of such Loan until such prepayment or conversion. Any overdue principal of or interest on any Base Rate Loan shall be bear interest, payable on demand, for each day until paid in full, at the following rates per annum: (i) if such Loan is an Alternate Base Rate Loan, a variable rate per annum equal at all times to the Alternate sum of 2% plus the rate otherwise applicable to Base Rate in effect from time to time plus the Applicable Percentage, payable quarterly in arrears on March 31, June 30, September 30 and December 31 while Loans for such Alternate Base Rate day. (b) Each Euro-Dollar Loan is outstanding and shall bear interest on the date such Alternate Base Rate Loan shall be Converted or paid in full; and (ii) if such Loan is outstanding principal amount thereof, for each day during each Interest Period applicable thereto, at a LIBOR Rate Loan, a fixed rate per annum during the Interest Period equal to the LIBOR Rate sum of the Euro-Dollar Margin for such day plus the London Interbank Offered Rate applicable to such Interest Period. Such interest shall be payable for each Interest Period plus the Applicable Percentage, payable on the last day of the Interest Period (thereof and, if such Interest Period extends over is longer than three months, at intervals of three months after the end of each three-month interval during such Interest Period) and on the date such LIBOR Rate Loan shall be Converted or paid in full. (b) Notwithstanding anything to the contrary contained in this Agreement or any other Loan Document, for each first day following the occurrence and during the continuance of an Event of Default, the outstanding principal of and (to the extent permitted by Applicable Law) overdue interest on the Loans shall bear interest at a per annum rate equal to the Default Rate, payable on demandthereof. (c) Any overdue principal of or interest on any Euro-Dollar Loan shall bear interest, payable on demand, for each day until paid at a rate per annum equal to the sum of 2% plus the Euro-Dollar Margin for such day plus the London Interbank Offered Rate applicable to the Interest with respect Period for such Loan (or, if the circumstances described in clause (a) or (b) of Section 8.01 shall exist, at a rate per annum equal to Alternate the sum of 2% plus the rate applicable to Base Rate Loans due and payable for such day). (d) Subject to Section 8.01(a), each Competitive Bid LIBOR Loan shall bear interest on the outstanding principal amount thereof, for the Interest Period applicable thereto, at a rate per annum equal to the sum of the London Interbank Offered Rate for such Interest Period (determined in accordance with clause Section 2.07(b) as if the related Competitive Bid LIBOR Borrowing were a Committed Euro-Dollar Borrowing) plus (a)(ior minus) above the Competitive Bid Margin quoted by the Bank making such Loan in accordance with Section 2.03. Each Competitive Bid Absolute Rate Loan shall accrue from bear interest on the outstanding principal amount thereof, for the Interest Period applicable thereto, at a rate per annum equal to the Competitive Bid Absolute Rate quoted by the Bank making such Loan in accordance with Section 2.03. Such interest shall be payable for each Interest Period on the last day thereof and, if such Interest Period is longer than three months, at intervals of three months after the first day thereof. Any overdue principal of such quarter or interest on any Competitive Bid Loan shall bear interest, payable on demand, for each day until the last day of such quarter. Interest with respect to LIBOR Rate Loans due and payable in accordance with clause (a)(ii) above shall accrue from the first day of such Interest Period to but excluding the last day of such Interest Period, or, if applicable, paid at a rate per annum equal to the end sum of 2% plus the Base Rate for such day. (e) The Agent shall determine each interest rate applicable to the Loans hereunder. The Agent shall give prompt notice to the Company and the participating Banks of each such three-month intervalrate of interest so determined, and its determination thereof shall be conclusive in the absence of manifest error.

Interest Rates. (a) The Borrower Each Base Rate Loan shall pay bear interest on the unpaid outstanding principal amount of thereof, for each Alternate Base Rate Loan and LIBOR Rate Loan day from the date of such Loan until such Loan shall be paid in full, at the following rates per annum: (i) if such Loan is an Alternate Base Rate Loanmade (or converted pursuant to Article 8) until it becomes due, at a variable rate per annum equal at all times to the Alternate Base Rate in effect from time to time plus the Applicable Percentage, Base Rate Margin for such day. Such interest shall be payable quarterly in arrears on March 31the last day of each March, June 30June, September 30 September, and December 31 while such Alternate in each year (each, a “Quarterly Date”) and, with respect to the principal amount of any Base Rate Loan converted to a Euro-Dollar Loan, on each date a Base Rate Loan is outstanding and so converted. Any overdue principal of or interest on the date such Alternate any Base Rate Loan shall be Converted or bear interest, payable on demand, for each day until paid in full; and (ii) if such Loan is at a LIBOR Rate Loan, a fixed rate per annum during the Interest Period equal to the LIBOR sum of 2% plus the rate otherwise applicable to Base Rate Loans for such Interest Period plus the Applicable Percentage, payable on the last day of the Interest Period (and, if such Interest Period extends over three months, at the end of each three-month interval during such Interest Period) and on the date such LIBOR Rate Loan shall be Converted or paid in fullday. (b) Notwithstanding anything to Each Euro-Dollar Loan shall bear interest on the contrary contained in this Agreement or any other Loan Documentoutstanding principal amount thereof, for each day following the occurrence and during the continuance of an Event of Defaulteach Interest Period applicable thereto, the outstanding principal of and (to the extent permitted by Applicable Law) overdue interest on the Loans shall bear interest at a rate per annum rate equal to the Default Rate, sum of the Euro-Dollar Margin for such day plus the London Interbank Offered Rate applicable to such Interest Period. Such interest shall be payable for each Interest Period on demand. (c) Interest with respect to Alternate Base Rate Loans due and payable in accordance with clause (a)(i) above shall accrue from the first day of such quarter until the last day thereof and, in the case of such quarter. an Interest with respect to LIBOR Rate Loans due and payable in accordance with clause (a)(ii) above shall accrue from Period of six months, the date occurring three months after the first day of such Interest Period Period. (c) Any overdue principal of, or interest on, any Euro-Dollar Loan shall bear interest, payable on demand, for each day until paid at a rate per annum equal to but excluding the last higher of (i) the sum of 2% plus the Euro-Dollar Margin for such day plus the quotient obtained (rounded upward, if necessary, to the next higher 1/100 of such Interest Periodit) by dividing (x) the average rate per annum (rounded upward, if necessary, to the next higher 1/100 of 1%) of the respective rates per annum at which one day (or, if applicablesuch amount due remains unpaid more than three Business Days, then for such other period of time not longer than three months as the Administrative Agent may select) deposits in Dollars in an amount approximately equal to such overdue payment due to the end Administrative Agent is offered to the Administrative Agent in the London interbank market for the applicable period determined as provided above by (y) one minus the Reserve Percentage (or, if the circumstances described in clause (a) or (b) of Section 8.1 shall exist, at a rate per annum equal to the sum of 2% plus the rate applicable to Base Rate Loans for such day) and (ii) the sum of 2% plus the Euro-Dollar Margin for such day plus the London Interbank Offered Rate applicable to such Loan at the date such payment was due. (d) The Administrative Agent shall determine each interest rate applicable to the Loans hereunder. The Administrative Agent shall give prompt notice to the Borrower and the participating Banks of each such three-month intervalrate of interest so determined, and its determination thereof shall be conclusive in the absence of manifest error. (e) The Administrative Agent agrees to use its best efforts to furnish quotations as contemplated by this Section. If the Administrative Agent is unable to provide a quotation, the provisions of Section 8.1 shall apply.

Interest Rates. (a) The Borrower Each Base Rate Loan shall pay bear interest on the unpaid outstanding principal amount of thereof, for each Alternate Base Rate Loan and LIBOR Rate Loan day from the date of such Loan until such Loan shall be paid in full, at the following rates per annum: (i) if such Loan is an Alternate Base Rate Loanmade until the date it is repaid or converted into a Euro-Dollar Loan pursuant to Section 2.7, at a variable rate per annum equal at all times to sum of the Alternate Base Rate in effect from time to time plus the Applicable Percentage, payable quarterly in arrears on March 31, June 30, September 30 and December 31 while such Alternate Margin for Base Rate Loans for such day. (b) Each Euro-Dollar Loan is outstanding and shall bear interest on the date such Alternate Base Rate Loan shall be Converted or paid in full; and (ii) if such Loan is a LIBOR Rate Loanoutstanding principal amount thereof, a fixed rate per annum for each day during the Interest Period applicable thereto, at a rate per annum equal to the LIBOR sum of the Applicable Margin for Euro-Dollar Loans for such day plus the Adjusted Interbank Offered Rate applicable to such Interest Period. (c) Subject to Section 8.1, each Money Market IBOR Loan shall bear interest on the outstanding principal amount thereof, for the Interest Period applicable thereto, at a rate per annum equal to the sum of the Interbank Offered Rate for such Interest Period (determined in accordance with Section 2.8(b) as if the related Money Market IBOR Borrowing were a Euro-Dollar Borrowing) plus (or minus) the Applicable PercentageMoney Market Margin quoted by the Bank making such Loan in accordance with Section 2.4. Each Money Market Absolute Rate Loan shall bear interest on the outstanding principal amount thereof, for the Interest Period applicable thereto, at a rate per annum equal to the Money Market Absolute Rate quoted by the Bank making such Loan in accordance with Section 2.4. Any overdue principal of or interest on any Money Market Loan shall bear interest, payable on the last day of the Interest Period (and, if such Interest Period extends over three months, at the end of each three-month interval during such Interest Period) and on the date such LIBOR Rate Loan shall be Converted or paid in full. (b) Notwithstanding anything to the contrary contained in this Agreement or any other Loan Documentdemand, for each day following until paid at a rate per annum equal to the occurrence and during the continuance of Base Rate until such failure shall become an Event of DefaultDefault and thereafter at a rate per annum equal to the sum of 4% plus the Base Rate for such day. (d) In the event that, and for so long as, any Event of Default shall have occurred and be continuing, the outstanding principal amount of and (the Loans, and, to the extent permitted by Applicable Law) applicable law, overdue interest on the Loans in respect of all Loans, shall bear interest at a per annum the annual rate equal to the sum of the Base Rate and four percent (4%) (the "Default Rate, payable on demand"). (ce) Interest with respect to Alternate Base Rate Loans due and payable in accordance with clause (a)(i) above The Administrative Agent shall accrue from the first day of such quarter until the last day of such quarter. Interest with respect to LIBOR Rate Loans due and payable in accordance with clause (a)(ii) above shall accrue from the first day of such Interest Period to but excluding the last day of such Interest Period, or, if applicable, determine each interest rate applicable to the end Loans hereunder. The Administrative Agent shall give prompt notice to the Borrower and the Banks of each such three-month intervalrate of interest so determined, and its determination thereof shall be conclusive in the absence of demonstrable error.

Interest Rates. (a) The Borrower Each Base Rate Loan shall pay bear interest on the unpaid outstanding principal amount of thereof, for each Alternate Base Rate Loan and LIBOR Rate Loan day from the date of such Loan until such Loan shall be paid in full, at the following rates per annum: (i) if such Loan is an Alternate Base Rate Loanmade until the date it is repaid or converted into a Euro-Dollar Loan pursuant to Section 2.7, at a variable rate per annum equal at all times to the Alternate Base Rate in effect from time to time plus the Applicable Percentage, payable quarterly in arrears on March 31, June 30, September 30 and December 31 while such Alternate Margin for Base Rate Loans for such day. (b) Each Euro-Dollar Loan is outstanding and shall bear interest on the date such Alternate Base Rate Loan shall be Converted or paid in full; and (ii) if such Loan is a LIBOR Rate Loanoutstanding principal amount thereof, a fixed rate per annum for each day during the Interest Period applicable thereto, at a rate per annum equal to the LIBOR sum of the Applicable Margin for Euro-Dollar Loans for such day plus the Adjusted Interbank Offered Rate applicable to such Interest Period. (c) Subject to Section 8.1, each Money Market IBOR Loan shall bear interest on the outstanding principal amount thereof, for the Interest Period applicable thereto, at a rate per annum equal to the sum of the Interbank Offered Rate for such Interest Period (determined in accordance with Section 2.8(b) as if the related Money Market IBOR Borrowing were a Euro-Dollar Borrowing) plus (or minus) the Applicable PercentageMoney Market Margin quoted by the Bank making such Loan in accordance with Section 2.4. Each Money Market Absolute Rate Loan shall bear interest on the outstanding principal amount thereof, for the Interest Period applicable thereto, at a rate per annum equal to the Money Market Absolute Rate quoted by the Bank making such Loan in accordance with Section 2.4. Any overdue principal of or interest on any Money Market Loan shall bear interest, payable on the last day of the Interest Period (and, if such Interest Period extends over three months, at the end of each three-month interval during such Interest Period) and on the date such LIBOR Rate Loan shall be Converted or paid in full. (b) Notwithstanding anything to the contrary contained in this Agreement or any other Loan Documentdemand, for each day following until paid at a rate per annum equal to the occurrence and during the continuance of Base Rate until such failure shall become an Event of DefaultDefault and thereafter at a rate per annum equal to the sum of 4% plus the Base Rate for such day. (d) In the event that, and for so long as, any Event of Default shall have occurred and be continuing, the outstanding principal amount of and (the Loans, and, to the extent permitted by Applicable Law) applicable law, overdue interest on the Loans in respect of all Loans, shall bear interest at a per annum the annual rate equal to the sum of the Base Rate and four percent (4%) (the "Default Rate, payable on demand"). (ce) Interest with respect to Alternate Base Rate Loans due and payable in accordance with clause (a)(i) above The Administrative Agent shall accrue from the first day of such quarter until the last day of such quarter. Interest with respect to LIBOR Rate Loans due and payable in accordance with clause (a)(ii) above shall accrue from the first day of such Interest Period to but excluding the last day of such Interest Period, or, if applicable, determine each interest rate applicable to the end Loans hereunder. The Administrative Agent shall give prompt notice to the Borrower and the Banks of each such three-month intervalrate of interest so determined, and its determination thereof shall be conclusive in the absence of demonstrable error.

Interest Rates. (ai) The Borrower Subject to the provisions of Section 2.06(b), (i) each Eurodollar Rate Loan shall pay bear interest on the unpaid outstanding principal amount of thereof for each Alternate Base Rate Loan and LIBOR Rate Loan from the date of such Loan until such Loan shall be paid in full, Interest Period at the following rates per annum: (i) if such Loan is an Alternate Base Rate Loan, a variable rate per annum equal at all times to the Alternate Base Rate in effect from time to time plus the Applicable Percentage, payable quarterly in arrears on March 31, June 30, September 30 and December 31 while such Alternate Base Rate Loan is outstanding and on the date such Alternate Base Rate Loan shall be Converted or paid in full; and (ii) if such Loan is a LIBOR Rate Loan, a fixed rate per annum during the Interest Period equal to the LIBOR Eurodollar Rate for such Interest Period plus the Applicable Percentage, payable on the last day of the Interest Period Rate; and (and, if such Interest Period extends over three months, at the end of ii) each three-month interval during such Interest Period) and on the date such LIBOR Base Rate Loan shall be Converted bear interest on the outstanding principal amount thereof from the applicable borrowing date (or paid in fulldate of conversion, as applicable) at a rate per annum equal to the Base Rate plus the Applicable Rate. (bii) Notwithstanding anything to the contrary contained in this Agreement or If any other Loan Document, for each day following the occurrence and during the continuance amount of an Event of Default, the outstanding principal of and any Loan is not paid when due (without regard to the extent permitted any applicable grace periods), whether at stated maturity, by Applicable Law) overdue interest on the Loans acceleration or otherwise, such amount shall thereafter bear interest at a fluctuating interest rate per annum rate at all times equal to the Default Rate, payable on demandRate to the fullest extent not prohibited by applicable Laws. (ciii) Interest with respect If any amount (other than principal of any Loan) payable by the Borrower under any Loan Document is not paid when due (without regard to Alternate Base any applicable grace periods), whether at stated maturity, by acceleration or otherwise, then upon the request of the Required Lenders such amount shall thereafter bear interest at a fluctuating interest rate per annum at all times equal to the Default Rate Loans to the fullest extent not prohibited by applicable Laws. (iv) Upon the request of the Required Lenders, while any Event of Default is continuing, the Borrower shall pay interest on the principal amount of all outstanding Obligations hereunder at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent not prohibited by applicable Laws. (v) During the continuation of any Event of Default described in Section 9.01(f) or (g), the Obligations will bear interest at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent not prohibited by applicable Laws. (vi) Accrued and unpaid interest on past due amounts (including interest on past due interest) shall be due and payable in accordance with clause (a)(i) above shall accrue from the first day of such quarter until the last day of such quarter. Interest with respect to LIBOR Rate Loans due and payable in accordance with clause (a)(ii) above shall accrue from the first day of such Interest Period to but excluding the last day of such Interest Period, or, if applicable, to the end of each such three-month intervalupon demand.

Interest Rates. (a) The Borrower Subject to clause (c) of this Section 2.06, each Base Rate Loan shall pay bear interest on the unpaid outstanding principal amount of each Alternate Base Rate Loan and LIBOR Rate Loan from thereof, for the period commencing with the date of such Loan until is made up to but not including the date such Loan shall be paid is repaid in full, at the following rates per annum: (i) if such Loan is an Alternate Base Rate Loan, a variable rate per annum equal at all times to the Alternate Base Rate as in effect from time to time plus the Applicable Percentage, payable quarterly in arrears time. Interest on March 31, June 30, September 30 and December 31 while such Alternate Base Rate Loan is outstanding and on the date such Alternate each Base Rate Loan shall be Converted or paid payable in full; andarrears on the first day of each calendar month and on the Termination Date. (iib) if Subject to Section 2.06(c) and Section 8.04, each LIBOR Loan shall bear interest on the outstanding principal amount thereof, for the period commencing with the date such LIBOR Loan is made or continued through and including the last day of the Interest Period applicable thereto, at a LIBOR Rate Loan, a fixed rate per annum during the Interest Period equal to the sum of the LIBOR Rate for such Interest Period Margin plus the Applicable Percentage, applicable Adjusted LIBOR Offered Rate. Interest on each LIBOR Loan shall be payable in arrears on the last day of the Interest Period in effect with respect thereto (and, if such with respect to any LIBOR Loan having an Interest Period extends over in excess of three months, at on the end last day of each three-month interval period during such Interest Periodthe term thereof) and on the date such LIBOR Rate Loan shall be Converted or paid in fullTermination Date. (bc) Notwithstanding anything to the contrary contained in this Agreement or any other Loan Document, for each day following the occurrence and during the continuance of an Event of Default, the outstanding Any overdue principal of (whether at stated maturity, by acceleration or otherwise) and (to the extent permitted by Applicable Law) overdue interest on the Loans and all other overdue amounts payable hereunder shall bear interest at a per annum rate equal to the Default Rateinterest, payable on demand, for each day from and including the date payment thereof was due to but not including the date of actual payment, at a rate per annum equal to two percent (2%) above (i) in the case of overdue principal, the rate of interest otherwise applicable to such Loans pursuant to this Section 2.06 and (ii) in the case of other amounts, the Base Rate, in each case until such amount shall be paid in full (after as well as before judgment). (cd) Interest with respect to Alternate Base Rate Loans due and payable in accordance with clause (a)(i) above The Agent shall accrue from determine the first day of such quarter until the last day of such quarter. Interest with respect to LIBOR Rate Loans due and payable in accordance with clause (a)(ii) above shall accrue from the first day of such Interest Period to but excluding the last day of such Interest Period, or, if applicable, interest rate applicable to the end Loans hereunder and its determination thereof shall be conclusive and binding for all purposes in the absence of each such three-month intervalmanifest error.

Interest Rates. (a) The Borrower shall pay interest on the unpaid principal amount of each Alternate Base Rate Loan Advance from and LIBOR Rate Loan from including the date of such Loan until Advance to but excluding the date such Loan Advance shall be paid in fullfull (provided, however, that if the principal amount of any Advance is borrowed and repaid on the same day, the Borrower shall pay interest on such principal amount at the applicable interest rate for such day), at the following rates per annum: (i) if such Loan Advance is an Alternate a Base Rate LoanAdvance, a variable rate per annum equal at all times to the Alternate Base Rate in effect from time to time plus the Applicable Percentage, payable quarterly in arrears on March 31, June 30, September 30 and December 31 each Payment Date while such Alternate Base Rate Loan Advance is outstanding and on the date such Alternate Base Rate Loan Advance shall be Converted or paid in full; and; (ii) if such Loan Advance is a LIBOR Eurodollar Rate LoanAdvance, a fixed rate per annum during the each Interest Period for such Eurodollar Rate Advance equal to the LIBOR Eurodollar Rate for such Interest Period plus the Applicable Percentage, payable on the last day of the Interest Period (and, if in the case of any Interest Period of more than three months’ duration, on each day that occurs during such Interest Period extends over every three months, at months after the end first day of each three-month interval during such Interest Period) and on the date such LIBOR Eurodollar Rate Loan Advance shall be Converted or paid in full; and (iii) if such Advance is a Swing Line Advance, a variable rate per annum equal to the Base Rate plus the Applicable Percentage for Base Rate Advances, payable quarterly in arrears on each Payment Date while such Swing Line Advance is outstanding and on the date such Swing Line Advance shall be paid in full. (b) Notwithstanding anything to the contrary contained in this Agreement foregoing, if any principal of or interest on any Loan or any fee or other Loan Documentamount payable by the Borrower hereunder is not paid when due, for each day following whether at stated maturity, upon acceleration or otherwise, such overdue amount shall bear interest, after as well as before judgment, at a rate per annum equal to (i) in the occurrence and during the continuance case of an Event of Default, the outstanding overdue principal of and any Loan, 2% plus the rate otherwise applicable to such Advance as provided in the subsection (a) above or (ii) in the case of any other amount, 2% plus the rate applicable to the extent permitted by Applicable Law) overdue interest on the Loans shall bear interest at a per annum rate equal to the Default Rate, payable on demand. (c) Interest with respect to Alternate Base Rate Loans due and payable Advances as provided in accordance with clause subsection (a)(ia) above shall accrue from the first day of such quarter until the last day of such quarter. Interest with respect to LIBOR Rate Loans due and payable in accordance with clause (a)(ii) above shall accrue from the first day of such Interest Period to but excluding the last day of such Interest Period, or, if applicable, to the end of each such three-month intervalabove.

Interest Rates. (a) The Borrower Subject to clause (c) of this Section 2.06, each Base Rate Loan shall pay bear interest on the unpaid outstanding principal amount of each Alternate Base Rate Loan and LIBOR Rate Loan from thereof, for the period commencing with the date of such Loan until is made up to but not including the date such Loan shall be paid is repaid in full, at the following rates per annum: (i) if such Loan is an Alternate Base Rate Loan, a variable rate per annum equal at all times to the Alternate Base Rate as in effect from time to time plus the Applicable Percentage, payable quarterly in arrears time. Interest on March 31, June 30, September 30 and December 31 while such Alternate Base Rate Loan is outstanding and on the date such Alternate each Base Rate Loan shall be Converted or paid payable in full; andarrears on the first day of each calendar month and on the Termination Date. (iib) if Subject to Section 2.06(c) and Section 8.06, each LIBOR Loan shall bear interest on the outstanding principal amount thereof, for the period commencing with the date such LIBOR Loan is made or continued through and including the last day of the Interest Period applicable thereto, at a LIBOR Rate Loan, a fixed rate per annum during the Interest Period equal to the sum of the LIBOR Rate for such Interest Period Margin plus the Applicable Percentage, applicable Adjusted LIBOR Offered Rate. Interest on each LIBOR Loan shall be payable in arrears on the last day of the Interest Period in effect with respect thereto (and, if such with respect to any LIBOR Loan having an Interest Period extends over in excess of three months, at on the end last day of each three-month interval during such Interest Periodperiod) and on the date such LIBOR Rate Loan shall be Converted or paid in fullTermination Date. (bc) Notwithstanding anything to the contrary contained in this Agreement or any other Loan Document, for each day following the occurrence and during the continuance of an Event of Default, the outstanding Any overdue principal of (whether at stated maturity, by acceleration or otherwise) and (to the extent permitted by Applicable Lawapplicable law) overdue interest on the Loans and all other overdue amounts payable hereunder shall bear interest at a per annum rate equal to the Default Rateinterest, payable on demand, for each day from and including the date payment thereof was due to but not including the date of actual payment, at a rate per annum equal to two percent (2%) above (i) in the case of overdue principal, the rate of interest otherwise applicable to such Loans pursuant to this Section 2.06 and (ii) in the case of other amounts, the Base Rate, in each case until such amount shall be paid in full (after as well as before judgment). (cd) Interest with respect to Alternate Base Rate Loans due and payable in accordance with clause (a)(i) above The Agent shall accrue from determine the first day of such quarter until the last day of such quarter. Interest with respect to LIBOR Rate Loans due and payable in accordance with clause (a)(ii) above shall accrue from the first day of such Interest Period to but excluding the last day of such Interest Period, or, if applicable, interest rate applicable to the end Loans hereunder and its determination thereof shall be conclusive and binding for all purposes in the absence of each such three-month intervalmanifest error.

Interest Rates. (a) The Borrower shall hereby promises to pay interest on the unpaid principal amount of each Alternate Base Rate Loan and LIBOR Rate Loan from (or each portion thereof) for the period commencing on the date of such Loan until such Loan shall be is paid in full, at the following rates per annumas follows: (ia) if for each day while the making or maintenance of such Loan (or the applicable portion thereof) by Lender is an Alternate Base Rate Loanfunded by the issuance of Commercial Paper Notes of Lender, at a variable rate per annum equal to the sum of (i) the Commercial Paper Rate applicable to such day, plus (ii) the Applicable Margin; (b) at all times while the making or maintenance of such Loan (or the applicable portion thereof) by Lender is funded during each Interest Period pursuant to the Alternate Liquidity Agreement or the Voluntary Advance Agreement, at a rate per annum equal to the sum of (i) the Alternative Rate applicable to such Interest Period, plus (ii) the Liquidity Premium; and (c) notwithstanding the provisions of the preceding clauses (a) and (b), in the event that a Significant Event or an Unmatured Significant Event has occurred and is continuing, at a rate per annum (the “Default Rate”) equal to the Base Rate in effect applicable from time to time (but not less than the interest rate in effect for such Loan as at the date of such Significant Event or Unmatured Significant Event), plus the Applicable Percentage, payable quarterly in arrears on March 31, June 30, September 30 and December 31 while such Alternate Base Rate Loan is outstanding and on the date such Alternate Base Rate Loan shall be Converted or paid in full; and (ii) if such Loan is a LIBOR Rate Loan, a fixed rate per annum Margin applicable during the Interest Period equal to the LIBOR Rate for such Interest Period plus the Applicable Percentage, payable on the last day of the Interest Period (and, if such Interest Period extends over three months, at the end of each three-month interval during such Interest Period) existence and on the date such LIBOR Rate Loan shall be Converted or paid in full. (b) Notwithstanding anything to the contrary contained in this Agreement or any other Loan Document, for each day following the occurrence and during the continuance of an Event of Default. After the date any principal amount of any Loan is due and payable (whether on the Scheduled Commitment Termination Date, the outstanding principal upon acceleration or otherwise) or after any other monetary Obligation of Borrower arising under this Agreement shall become due and payable, Borrower shall pay (to the extent permitted by Applicable Lawlaw, if in respect of any unpaid amounts representing interest) overdue interest (after as well as before judgment) on the Loans shall bear interest such amounts at a rate per annum rate equal to the Default Rate, payable on demand. No provision of this Agreement or the Lender Note shall require the payment or permit the collection of interest in excess of the maximum permitted by applicable law. (c) Interest with respect to Alternate Base Rate Loans due and payable in accordance with clause (a)(i) above shall accrue from the first day of such quarter until the last day of such quarter. Interest with respect to LIBOR Rate Loans due and payable in accordance with clause (a)(ii) above shall accrue from the first day of such Interest Period to but excluding the last day of such Interest Period, or, if applicable, to the end of each such three-month interval.

Interest Rates. (a) The Borrower Each Floating Rate Loan shall pay bear interest on the unpaid outstanding principal amount of thereof, for each Alternate Base Rate Loan and LIBOR Rate Loan day from the date of such Loan until such Loan shall be paid in full, at the following rates per annum: (i) if such Loan is an Alternate Base Rate Loanmade until it becomes due, at a variable rate per annum equal at all times to the Alternate Base Rate in effect from time to time plus the Applicable Percentage, Floating Rate. Such interest shall be payable quarterly monthly in arrears on March 31the tenth (10th) day of each month, June 30, September 30 and December 31 while commencing on the first such Alternate Base date after such Floating Rate Loan is outstanding made, and on at maturity (whether by reason of acceleration or otherwise). Any overdue principal of and, to the date such Alternate Base extent permitted by law, overdue interest on, any Floating Rate Loan shall be Converted or bear interest, payable on demand, for each day until paid in full; and (ii) if such Loan is at a LIBOR Rate Loan, a fixed rate per annum during the Interest Period equal to the LIBOR Rate sum of Two Percent (2%) plus the otherwise applicable rate for such Interest Period plus the Applicable Percentage, payable on the last day of the Interest Period (and, if such Interest Period extends over three months, at the end of each three-month interval during such Interest Period) and on the date such LIBOR Rate Loan shall be Converted or paid in fullday. (b) Notwithstanding anything to the contrary contained in this Agreement or any other Each LIBOR Loan Document, for each day following the occurrence and during the continuance of an Event of Default, shall bear interest on the outstanding principal of and (to the extent permitted by Applicable Law) overdue interest on the Loans shall bear interest amount thereof for each Interest Period applicable thereto at a rate per annum rate equal to the Default applicable LIBOR Rate, . Interest shall be payable for each Interest Period on demand. (c) Interest with respect to Alternate Base Rate Loans due and payable in accordance with clause (a)(i) above shall accrue from the first day of such quarter until the last day thereof and at maturity (whether by reason of acceleration or otherwise), unless the duration of the applicable Interest Period exceeds three (3) months, in which case such quarter. Interest with respect to LIBOR Rate Loans due and interest shall be payable in accordance with clause (a)(ii) above shall accrue from at the end of the first day three (3) months of such Interest Period to but excluding and on the last day of such Interest Period, or, if applicablePeriod and at maturity (whether by reason of acceleration or otherwise). Any overdue principal of and, to the end extent permitted by law, overdue interest on, any LIBOR Loan shall bear interest, payable on demand, for each day until paid, at a rate per annum equal to the sum of Two Percent (2%) plus the higher of (i) the LIBOR Rate for the immediately preceding Interest Period applicable to such LIBOR Loan or (ii) the rate applicable to Floating Rate Loans for such day. (c) The Agent shall determine each such three-month intervalinterest rate applicable to the Loans hereunder and its determination thereof shall be conclusive in the absence of manifest error.

Interest Rates. (a) From the Closing Date until the 1 year anniversary of the Closing Date, 10% paid-in-kind. Thereafter, 5% cash interest and 5% paid-in-kind. The Borrower shall may pay any paid-in-kind interest on the unpaid principal amount of each Alternate Base Rate Loan and LIBOR Rate Loan from the date of such Loan until such Loan shall be paid in full, cash at the following rates per annum: (i) if such Loan is an Alternate Base Rate Loan, a variable rate per annum equal at all times its option. Default Rate: 2.00% cash interest in addition to the Alternate Base Rate in effect from time to time plus the Applicable Percentage, payable quarterly in arrears on March 31, June 30, September 30 and December 31 while such Alternate Base Rate Loan is outstanding and on the date such Alternate Base Rate Loan shall be Converted or paid in full; and (ii) if such Loan is a LIBOR Rate Loan, a fixed rate per annum during the Interest Period equal to the LIBOR Rate for such Interest Period plus the Applicable Percentage, payable on the last day of the Interest Period (and, if such Interest Period extends over three months, at the end of each three-month interval during such Interest Period) and on the date such LIBOR Rate Loan shall be Converted or paid in full. (b) Notwithstanding anything to the contrary contained in this Agreement or any other Loan Document, for each day following the occurrence and during the continuance of an Event of Default, the outstanding principal of and (to the extent permitted by Applicable Law) overdue then current interest on the Loans shall bear interest at a per annum rate equal to the Default Raterate, payable on demand. (c) . Payment Schedule: Interest with respect to Alternate Base Rate Loans be due quarterly commencing on the three month anniversary of the Closing Date and payable each three month anniversary thereafter (each, an “Interest Payment Date”), in accordance with clause each case payable in arrears. If any Interest Payment Date falls on a day that is not a business day, interest due on such date shall be paid on the next succeeding business day. Notwithstanding the foregoing, interest paid-in-kind shall automatically accrue and be capitalized to the outstanding principal amount of the Second Lien Loans on each applicable Interest Payment Date (a)(i) above “PIK Interest”), and shall thereafter be deemed to be a part of the principal amount of the Second Lien Loans. For the avoidance of doubt, once PIK Interest has been capitalized, interest shall accrue from on the first day increased principal amount of the Second Lien Loans, which includes such quarter until capitalized PIK Interest. All PIK Interest that has accrued and has not been paid in cash shall be payable in cash on the last day of such quarterMaturity Date. Interest with respect to LIBOR at the Default Rate is due on demand in cash following any Event of Default under the Second Lien Loan Documents. Principal is due on the Maturity Date unless the Second Lien Loans due and payable in accordance with clause (a)(ii) above shall accrue from the first day of such Interest Period to but excluding the last day of such Interest Period, or, if applicable, are earlier repaid pursuant to the end optional prepayment or mandatory prepayment provisions of each such three-month intervalthe Second Lien Facility or following a default or an Event of Default and acceleration.

Interest Rates. (a) The Borrower Each Base Rate Loan shall pay bear interest on the unpaid outstanding principal amount of thereof, for each Alternate Base Rate Loan and LIBOR Rate Loan day from the date of such Loan until such Loan shall be paid in full, at the following rates per annum: (i) if such Loan is an Alternate Base Rate Loanmade (or converted pursuant to Article 8) until it becomes due, at a variable rate per annum equal at all times to the Alternate Base Rate in effect from time to time plus the Applicable Percentage, Base Rate Margin for such day. Such interest shall be payable quarterly in arrears on March 31the last day of each March, June 30June, September 30 and December 31 while such Alternate in each year (each, a “Quarterly Date”) and, with respect to the principal amount of any Base Rate Loan converted to a SOFR Loan, on each date a Base Rate Loan is outstanding and so converted. Any overdue principal of or interest on the date such Alternate any Base Rate Loan shall be Converted or bear interest, payable on demand, for each day until paid in full; and (ii) if such Loan is at a LIBOR Rate Loan, a fixed rate per annum during the Interest Period equal to the LIBOR sum of 2% plus the rate otherwise applicable to Base Rate Loans for such Interest Period plus the Applicable Percentage, payable on the last day of the Interest Period (and, if such Interest Period extends over three months, at the end of each three-month interval during such Interest Period) and on the date such LIBOR Rate Loan shall be Converted or paid in fullday. (b) Notwithstanding anything to Each Term SOFR Loan shall bear interest on the contrary contained in this Agreement or any other Loan Documentoutstanding principal amount thereof, for each day following the occurrence and during the continuance of an Event of Defaulteach Interest Period applicable thereto, the outstanding principal of and (to the extent permitted by Applicable Law) overdue interest on the Loans shall bear interest at a rate per annum rate equal to the Default Rate, sum of the SOFR Margin for such day plus Adjusted Term SOFR applicable to such Interest Period. Such interest shall be payable for each Interest Period on demand. (c) Interest with respect to Alternate Base Rate Loans due and payable in accordance with clause (a)(i) above shall accrue from the first day of such quarter until the last day thereof and, in the case of such quarter. an Interest with respect to LIBOR Rate Loans due and payable in accordance with clause (a)(ii) above shall accrue from Period of six months, the date occurring three months after the first day of such Interest Period Period. Any overdue principal of, or interest on, any Term SOFR Loan shall bear interest, payable on demand, for each day until paid at a rate per annum equal to but excluding the last higher of (i) the sum of 2% plus the SOFR Margin for such day plus the average rate per annum (rounded upward, if necessary, to the next higher 1/100 of such Interest Period, 1%) of the respective rates per annum at which one day (or, if applicablesuch amount due remains unpaid more than three (3) Business Days, then for such other period of time not longer than three months as the Administrative Agent may select) deposits in U.S. Dollars in an amount approximately equal to such overdue payment due to the Administrative Agent is offered to the Administrative Agent in the interbank market for the applicable period determined as provided above (or, if the circumstances described in clause (a) or (b) of Section 8.8 shall exist, at a rate per annum equal to the sum of 2% plus the rate applicable to Base Rate Loans for such day) and (ii) the sum of 2% plus the SOFR Margin for such day plus Adjusted Term SOFR applicable to such Loan at the date such payment was due. (c) Each Daily Simple SOFR Loan shall bear interest on the outstanding principal amount thereof, for each day such Loan is outstanding, at a rate per annum equal to the sum of the SOFR Margin for such day plus Adjusted Daily Simple SOFR. Such interest shall be payable quarterly in arrears on each Quarterly Date and, with respect to the principal amount of any Daily Simple SOFR Loan converted to a Base Rate Loan or Term SOFR Loan, on each date a Daily Simple SOFR Loan is so converted. Any overdue principal of, or interest on, any Daily Simple SOFR Loan shall bear interest, payable on demand, for each day until paid at a rate per annum equal to the higher of (i) the sum of 2% plus the SOFR Margin for such day plus the average rate per annum (rounded upward, if necessary, to the end next higher 1/100 of 1%) of the respective rates per annum at which one day (or, if such amount due remains unpaid more than three (3) Business Days, then for such other period of time not longer than three months as the Administrative Agent may select) deposits in U.S. Dollars in an amount approximately equal to such overdue payment due to the Administrative Agent is offered to the Administrative Agent in the interbank market for the applicable period determined as provided above (or, if the circumstances described in clause (a) or (b) of Section 8.8 shall exist, at a rate per annum equal to the sum of 2% plus the rate applicable to Base Rate Loans for such day) and (ii) the sum of 2% plus the SOFR Margin for such day plus Adjusted Daily Simple SOFR applicable to such Loan at the date such payment was due. (d) [reserved]. (e) Each Swing Loan shall bear interest on the outstanding principal amount thereof, for each day from the date such Swing Loan is made until it becomes due, at a rate per annum equal to the Base Rate for such day plus the Base Rate Margin. Such interest shall be payable on each Quarterly Date or, if earlier, on the date such Swing Loan becomes due or its Refunding Date. Any overdue principal of or interest on any Swing Loan shall bear interest, payable on demand, for each day until paid at a rate per annum equal to the sum of 2% plus the rate applicable to Swing Loans for such day. (f) The Administrative Agent shall determine each interest rate applicable to the Loans hereunder. The Administrative Agent shall give prompt notice to the Borrower and the participating Banks of each such three-month intervalrate of interest so determined, and its determination thereof shall be conclusive in the absence of manifest error. (g) The Administrative Agent agrees to use its best efforts to furnish quotations as contemplated by this Section. If the Administrative Agent is unable to provide a quotation, the provisions of Section 8.8 shall apply.

Interest Rates. (a) The Borrower Each Base Rate Loan shall pay bear interest on the unpaid outstanding principal amount of thereof, for each Alternate Base Rate Loan and LIBOR Rate Loan day from the date of such Loan until such Loan shall be paid in full, at the following rates per annum: (i) if such Loan is an Alternate Base Rate Loanmade or converted to, at a variable rate per annum equal at all times to the Alternate sum of the Applicable Margin plus the Base Rate in effect from time to time plus the Applicable Percentage, for such day. Such interest shall be payable quarterly in arrears on March 31, June 30, September 30 and December 31 while such Alternate Base Rate each Quarterly Payment Date. (b) Each Term Benchmark Loan is outstanding and shall bear interest on the date such Alternate Base Rate Loan shall be Converted or paid in full; and (ii) if such Loan is outstanding principal amount thereof, for each day during each Interest Period applicable thereto, at a LIBOR Rate Loan, a fixed rate per annum during the Interest Period equal to the LIBOR sum of the Applicable Margin for such day plus the Term SOFR Rate for such Interest Period. Such interest shall be payable for each Interest Period plus the Applicable Percentage, payable on the last day of the Interest Period (thereof and, if such Interest Period extends over is longer than three months, at intervals of three months after the end of each three-month interval during such Interest Period) and on the date such LIBOR Rate Loan shall be Converted or paid in full. (b) Notwithstanding anything to the contrary contained in this Agreement or any other Loan Document, for each first day following the occurrence and during the continuance of an Event of Default, the outstanding principal of and (to the extent permitted by Applicable Law) overdue interest on the Loans shall bear interest at a per annum rate equal to the Default Rate, payable on demandthereof. (c) Interest with respect to Alternate Base Rate Loans Notwithstanding the foregoing, (i) any overdue principal of or interest on any Loan shall bear interest, payable on demand, for each day from and including the date payment thereof was due and payable in accordance with clause (a)(iwhether at stated maturity, upon acceleration or otherwise) above shall accrue from the first day of such quarter until the last day of such quarter. Interest with respect to LIBOR Rate Loans due and payable in accordance with clause (a)(ii) above shall accrue from the first day of such Interest Period to but excluding the last day date of such Interest Periodactual payment, or, if applicable, at a rate per annum equal to the end sum of 2% plus the interest rate otherwise applicable to such Loan as provided in the preceding paragraphs of this Section 2.07 and (ii) any overdue fees shall bear interest, payable on demand, for each day from and including the date payment thereof was due to but excluding the date of actual payment, at a rate per annum equal to the sum of 2% plus the interest rate applicable to Base Rate Loans as provided in the paragraph (a) of this Section 2.07. (d) The Servicing Agent shall determine each interest rate applicable to the Loans hereunder. The Servicing Agent shall, upon request, give prompt notice to the Borrower and the Banks of each such three-month intervalrate of interest so determined, and its determination thereof shall be conclusive in the absence of manifest error.

Interest Rates. (a) The Borrower Company shall pay interest on the unpaid principal amount of each Alternate Base Rate Credit Loan and LIBOR Rate Term Loan made by the Bank from the date of such Credit Loan or Term Loan, as the case may be, until such Loan principal amount shall be paid in full, at the following rates per annumfull as follows: (i) if During such periods as any LIBOR Rate Loan comprising a Credit Loan or Term Loan is an Alternate Base outstanding, at a rate per annum equal to the sum of the LIBOR Rate and the LIBOR Rate Margin (as described in subpart (b) below) in effect from time to time from and after each Margin Adjustment Date occurring, on or prior to the date of the making, the conversion or the continuation of such Loan, as the case may be, in accordance with this Agreement. (ii) During such periods as any Federal Funds Rate Loan comprising a variable Credit Loan or Term Loan is outstanding, at a rate per annum equal at all times to the Alternate Base sum of the Federal Funds Rate in effect from time to time plus the Applicable Percentage, payable quarterly in arrears on March 31, June 30, September 30 and December 31 while such Alternate Base Rate Loan is outstanding and on the date such Alternate Base Rate Loan shall be Converted or paid in full; andtwo hundred (200) basis points. (iii) if such Loan is a LIBOR Rate LoanExcept as otherwise provided herein, a fixed rate per annum during the Interest Period equal to the LIBOR Rate Margin in effect shall be adjusted as of the first day of each calendar quarter, beginning with July 1, 1998 (each a "Margin Adjustment Date"), in accordance with Section 2.3(b)(ii) below. The LIBOR Rate Margin in effect shall be applicable to new advances for Credit or Term Loans as of the date of such Interest Period plus advances, and to a converted or continued Loan as of the Applicable Percentagedate of conversion or continuation, payable on occurring within the calendar quarter in which such LIBOR Rate Margin is in effect. With respect to any LIBOR Rate Loan for which the last day of the Interest Period (andis a date subsequent to the Margin Adjustment Date, if such Interest Period extends over three months, at the end of each three-month interval during such Interest Period) and on the date such LIBOR Rate Loan Margin shall not be Converted or paid in fullapplicable until the continuation date of such LIBOR Rate Loan, if applicable, subsequent to the Margin Adjustment Date. (bii) Notwithstanding anything As of any Margin Adjustment Date, the LIBOR Rate Margin shall be adjusted to be the percentage indicated in the following table corresponding to the contrary contained in Company's Indebtedness to Tangible Net Worth Ratio, which shall be calculated from the balance sheet provided by the Company to the Bank under Section 8. l(a) of this Agreement immediately preceding the Margin Adjustment Date. INDEBTEDNESS TO TANGIBLE NET WORTH RATIO LIBOR RATE MARGIN >=2.00 to 1.00 150 Basis Points <=1.99 to 1.00 but >1.00 to 1.00 125 Basis Points < = 1.00 to 1.00 100 Basis Points (iii) Any such adjustment to the LIBOR Rate Margin shall only remain effective until the earlier of the next Margin Adjustment Date or any other Loan Document, for each day following the occurrence and during the continuance of date on which an Event of DefaultDefault shall occur (excepting therefrom an Event of Default created by the Company's Indebtedness to Tangible Net Worth exceeding 1.99:1.00 as required under Section 8.18 of this Agreement in which case the LIBOR Rate Margin shall be one hundred fifty (150) basis points). The LIBOR Rate Margin to be effective from such earlier date and from time to time thereafter shall be the LIBOR Rate Margin as adjusted pursuant to this Agreement, PROVIDED, HOWEVER, that: (i) if the Company shall not deliver the financial statements in accordance with Section 8.1 of this Agreement, the outstanding principal of LIBOR Rate Margin shall be two hundred (200) basis points per annum and (ii) if an Event of Default (excepting therefrom an Event of Default created by the Company's Indebtedness to Tangible Net Worth exceeding 1.99:1.00 as required under Section 8.18 of this Agreement) shall occur which has not been waived in writing by the extent permitted by Applicable LawBank, the interest rate shall be the interest rate applicable pursuant to subsection (c) overdue interest on the Loans shall bear interest at a per annum rate equal to the Default Rate, payable on demandbelow. (c) Interest with respect Upon the occurrence of any Event of Default and so long as such Event of Default is continuing (excepting therefrom an Event of Default created by the Company's Indebtedness to Alternate Base Rate Loans due and payable Tangible Net Worth exceeding 1.99:1.00 as required under Section 8.18 of this Agreement, or an Event of Default created by the Company's failure to deliver the financial statements in accordance with clause Section 8.1 of this Agreement), the unpaid principal amount of the Loan, and accrued interest thereon, or any fees or any and other sum payable hereunder, shall thereafter until paid in full bear interest at a rate per annum equal to six hundred (a)(i600) above shall accrue basis points in excess of the Federal Funds Rate in effect from the first day of such quarter until the last day of such quarter. Interest with respect time to LIBOR Rate Loans due and payable in accordance with clause (a)(ii) above shall accrue from the first day of such Interest Period to but excluding the last day of such Interest Period, or, if applicable, to the end of each such three-month intervaltime.

Interest Rates. (a) The Borrower Each Base Rate Loan shall pay bear interest on the unpaid outstanding principal amount of thereof, for each Alternate Base Rate Loan and LIBOR Rate Loan day from the date of such Loan until such Loan shall be paid in full, at the following rates per annum: (i) if such Loan is an Alternate Base Rate Loanmade until the date it is repaid or converted into a Euro-Dollar Loan pursuant to Section 2.6 or at the Maturity Date, at a variable rate per annum equal at all times to the Alternate Base Rate in effect from time to time plus the Applicable Percentage, payable quarterly in arrears on March 31, June 30, September 30 and December 31 while such Alternate Margin for Base Rate Loan is outstanding and Loans for such day. Such interest shall be payable on the date such Alternate Base Rate first Business Day of each month. (b) Subject to Section 8.1, each Euro-Dollar Loan shall be Converted or paid in full; and (ii) if such Loan is a LIBOR Rate Loanbear interest on the outstanding principal amount thereof, a fixed rate per annum for each day during the Interest Period applicable thereto, at a rate per annum equal to the sum of the Applicable Margin for Euro-Dollar Loans for such day plus the Euro-Dollar Rate applicable to such Interest Period. Such interest shall be payable on the first Business Day of each month, as well as on the date of any prepayment of any such Euro-Dollar Loan. (c) Subject to Section , each Money Market LIBOR Loan shall bear interest on the outstanding principal amount thereof, for the Interest Period applicable thereto, at a rate per annum equal to the sum of the Euro-Dollar Rate for such Interest Period (determined in accordance with Section 2.7(b) as if the related Money Market LIBOR Borrowing were a Euro-Dollar Borrowing) plus (or minus) the Applicable PercentageMoney Market Margin quoted by the Bank making such Loan in accordance with Section . Each Money Market Absolute Rate Loan shall bear interest on the outstanding principal amount thereof, for the Interest Period applicable thereto, at a rate per annum equal to the Money Market Absolute Rate quoted by the Bank making such Loan in accordance with Section .. Such interest shall be payable for each Interest Period on the last day of the Interest Period (thereof and, if such Interest Period extends over three monthsis longer than one month, at intervals of one month after the end first day thereof. Any overdue principal of each three-month interval during such Interest Period) and or interest on the date such LIBOR Rate any Money Market Loan shall be Converted or paid in full. (b) Notwithstanding anything to the contrary contained in this Agreement or any other Loan Documentbear interest, payable on demand, for each day following until paid at a rate per annum equal to the occurrence and during Base Rate until (in the continuance case of a failure to pay interest) such failure shall become an Event of DefaultDefault and thereafter (or immediately in the case of the failure to pay principal) at a rate per annum equal to the sum of 2% plus the Base Rate for such day. (d) In the event that, and for so long as, any Event of Default shall have occurred and be continuing, the outstanding principal amount of and (the Loans, and, to the extent permitted by Applicable Law) applicable law, overdue interest on the Loans in respect of all Loans, shall bear interest at a per annum the annual rate equal to the sum of the Base Rate and two percent (2%) (the “Default Rate, payable on demand”). (ce) Interest with respect to Alternate Base Rate Loans due and payable in accordance with clause (a)(i) above The Administrative Agent shall accrue from the first day of such quarter until the last day of such quarter. Interest with respect to LIBOR Rate Loans due and payable in accordance with clause (a)(ii) above shall accrue from the first day of such Interest Period to but excluding the last day of such Interest Period, or, if applicable, determine each interest rate applicable to the end Loans hereunder. The Administrative Agent shall give prompt notice to the Borrower and the Banks of each such three-month intervalrate of interest so determined, and its determination thereof shall be conclusive in the absence of demonstrable error.

Interest Rates. (a) The Borrower So long as no Event of Default under this Agreement has occurred and is continuing, each Prime Loan shall pay bear interest on the unpaid outstanding principal amount of thereof, for each Alternate Base Rate Loan and LIBOR Rate Loan day from the date of such Prime Loan is made until such Loan shall be paid in fullit becomes due, at the following rates per annum: (i) if such Loan is an Alternate Base Rate Loan, a variable rate per annum equal at all times to the Alternate Base Rate in effect Adjusted Prime Rate. So long as any Event of Default under this Agreement has occurred and is continuing, each Prime Loan shall bear interest on the outstanding principal amount thereof, for each day from time to time plus the Applicable Percentage, payable quarterly in arrears on March 31, June 30, September 30 and December 31 while such Alternate Base Rate Loan is outstanding and on the date such Alternate Base Rate Loan shall be Converted or paid in full; and (ii) if such Prime Loan is made until it becomes due, at a LIBOR Rate Loan, a fixed rate per annum during the Interest Period equal to 2% over and above the LIBOR Rate for such Interest Period plus the Applicable Percentage, Adjusted Prime Rate. Such interest shall be payable monthly in arrears on the last day of each month commencing on the Interest Period (andfirst such date after such Prime Loan is made, if such Interest Period extends over three months, and at the end maturity of the Notes (whether by reason of acceleration or otherwise). From and after the maturity of the Notes, whether by reason of acceleration or otherwise, each three-month interval during such Interest Period) and on the date such LIBOR Rate Prime Loan shall be Converted or bear interest, payable on demand, for each day until paid in fullat a rate per annum equal to 2% over and above the Adjusted Prime Rate. (b) Notwithstanding anything to the contrary contained in So long as no Event of Default under this Agreement or any other has occurred and is continuing, each LIBOR Loan Document, for each day following the occurrence and during the continuance of an Event of Default, shall bear interest on the outstanding principal of and (amount thereof for each Interest Period applicable thereto at a rate per annum equal to the extent permitted by Applicable Law) overdue applicable LIBOR Rate. So long as any Event of Default under this Agreement has occurred and is continuing, each LIBOR Loan shall bear interest on the Loans shall bear interest outstanding principal amount thereof for each Interest Period applicable thereto at a rate per annum rate equal to 2% over and above the Default applicable LIBOR Rate, . Interest shall be payable for each Interest Period on demand. (c) Interest with respect to Alternate Base Rate Loans due and payable in accordance with clause (a)(i) above shall accrue from the first day of such quarter until the last day of such quarter. Interest with respect to LIBOR Rate Loans due and payable in accordance with clause (a)(ii) above shall accrue from thereof, unless the first day duration of such Interest Period to but excluding exceeds three (3) months, in which case such interest shall be payable at the end of the first three (3) months of such Interest Period and on the last day of such Interest Period, orand at the maturity of the Notes (whether by reason of acceleration or otherwise). From and after the maturity of the Notes, if applicablewhether by reason of acceleration or otherwise, each LIBOR Loan shall bear interest, payable on demand, for each day until paid, at a rate per annum equal to 2% over and above the higher of (i) the LIBOR Rate for the immediately preceding Interest Period applicable to such LIBOR Loan or (ii) the Adjusted Prime Rate. (c) The Administrative Agent shall determine each interest rate applicable to the end Loans hereunder and its determination thereof shall be conclusive in the absence of each such three-month intervalmanifest error.

Interest Rates. (a) The Borrower unpaid principal balances of each Loan outstanding from time to time shall pay bear interest for the period commencing on the unpaid principal amount of each Alternate Base Rate Loan and LIBOR Rate Loan from the date Borrowing Date of such Loan until such Loan shall be is paid in full, . Each Loan shall bear interest at the following rates per annum: (i) if such Loan is an Alternate Base DBLR Rate Loan, a variable rate per annum equal at all times to the Alternate Base Rate in effect from time to time plus the Applicable Percentage, payable quarterly in arrears Margin and such rate shall change on March 31, June 30, September 30 each date on which the Daily Borrowing LIBOR Rate or the Applicable Margin changes. Accrued and December 31 while such Alternate Base Rate unpaid interest on each Loan is outstanding and on the date such Alternate Base Prime Rate Loan shall be Converted or paid in full; and (ii) if such Loan is a LIBOR Rate Loan, a fixed rate per annum during the Interest Period equal to the LIBOR Rate for such Interest Period plus the Applicable Percentage, payable due on the last day of the Interest Period (and, if such Interest Period extends over three months, at the end Business Day of each three-month interval during such Interest Period) month, commencing October 31, 2011 and on the date such LIBOR Rate Loan shall be Converted or paid in fullapplicable Maturity Date. (b) Notwithstanding anything to the contrary contained in this Agreement or any other Loan Documentprovisions of section 2.3(a) above, for each day following upon the occurrence and during the continuance of an Event of Default, the outstanding unpaid principal balance of and (each Note shall, upon notice from the Bank to the extent permitted by Applicable Law) overdue Borrower, bear interest on at an annual rate equal to the Loans rate otherwise in effect under section 2.3(a), plus three percentage points payable upon demand. On and after the Maturity Date, the unpaid principal balance of the Note and all accrued and unpaid interest thereon at such time shall bear interest at a per annum an annual rate equal to the Daily Borrowing LIBOR Rate plus the highest Applicable Margin for DBLR Loans plus three percentage points (the “Default Rate, ”) and shall be payable on upon demand. (c) Interest with respect to Alternate Base Rate Loans due and payable in accordance with clause (a)(i) above shall accrue from be calculated for the first actual number of days elapsed on the basis of a 360-day of such quarter until the last day of such quarter. Interest with respect to LIBOR Rate Loans due and payable in accordance with clause (a)(ii) above shall accrue from the first day of such Interest Period to but excluding the last day of such Interest Period, or, if applicable, to the end of each such three-month intervalyear.

Interest Rates. (a) The Subject to the provisions of subsection (b) below, the Term Loan shall bear interest on the outstanding principal amount thereof at a minimum rate per annum equal to the Planning Interest Rate, as adjusted from time to time as set forth herein. (i) If a payment Default occurs and such Default is not cured within the time period set forth in Article VIII, such amount shall thereafter bear interest at an interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws. [Need to discuss this.] (ii) If any amount other than principal of the Term Loan payable by Borrower under any Loan Document is not paid when due after the lapse of any applicable grace periods, whether at stated maturity, by acceleration or otherwise, then at Lender's election, such amount shall thereafter bear interest at an interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws. (iii) At Lender's election while any uncured Event of Default exists other than as set forth in clauses (b)(i) and (b)(ii) above, the Borrower shall pay interest on the unpaid principal amount of each Alternate Base Rate Loan and LIBOR Rate Loan from the date of such Loan until such Loan shall be paid in full, all outstanding Obligations under this Agreement at the following rates per annum: (i) if such Loan is an Alternate Base Rate Loan, a variable interest rate per annum equal at all times to the Alternate Base Rate in effect from time to time plus the Applicable Percentage, payable quarterly in arrears on March 31, June 30, September 30 and December 31 while such Alternate Base Rate Loan is outstanding and on the date such Alternate Base Rate Loan shall be Converted or paid in full; and (ii) if such Loan is a LIBOR Rate Loan, a fixed rate per annum during the Interest Period equal to the LIBOR Rate for such Interest Period plus the Applicable Percentage, payable on the last day of the Interest Period (and, if such Interest Period extends over three months, at the end of each three-month interval during such Interest Period) and on the date such LIBOR Rate Loan shall be Converted or paid in full. (b) Notwithstanding anything to the contrary contained in this Agreement or any other Loan Document, for each day following the occurrence and during the continuance of an Event of Default, the outstanding principal of and (to the extent permitted by Applicable Law) overdue interest on the Loans shall bear interest at a per annum rate equal to the Default RateRate to the fullest extent permitted by applicable Laws. (iv) Accrued and unpaid interest on past due amounts, including interest on past due interest, shall be due and payable on upon demand. (c) Interest with respect to Alternate Base Rate Loans on the Term Loan shall be due and payable in arrears, for the immediately preceding calendar month, on each Settlement Date, and at such other times as may be specified herein. Interest hereunder shall be due and payable in accordance with clause (a)(i) above shall accrue from the first day terms hereof before and after judgment, and before and after the commencement of such quarter until the last day of such quarter. Interest with respect to LIBOR Rate Loans due and payable in accordance with clause (a)(ii) above shall accrue from the first day of such Interest Period to but excluding the last day of such Interest Period, or, if applicable, to the end of each such three-month intervalany proceeding under any Debtor Relief Law.

Interest Rates. (a) The Borrower Each Prime Loan shall pay bear interest on the unpaid outstanding principal amount of thereof, for each Alternate Base Rate Loan and LIBOR Rate Loan day from the date of such Loan until such Loan shall be paid in full, at the following rates per annum: (i) if such Loan is an Alternate Base Rate Loanmade until it becomes due, at a variable rate per annum equal at all times to the Alternate Base Rate in effect from time to time plus the Applicable Percentage, Adjusted Prime Rate. Such interest shall be payable quarterly monthly in arrears on March 31the last day of each month, June 30, September 30 and December 31 while commencing on the first such Alternate Base Rate date after such Prime Loan is outstanding made, and at the maturity of the Notes, whether by reason of acceleration or otherwise. From and after the maturity of the Notes, whether by reason of acceleration or otherwise, each Prime Loan shall bear interest, payable on demand, for each day until paid at a rate per annum equal to Two Percent (2%) over and above the Adjusted Prime Rate. (b) Each LIBOR Loan shall bear interest on the date such Alternate Base Rate outstanding principal amount thereof for each Interest Period applicable thereto at a rate per annum equal to the applicable LIBOR Rate. Interest on each LIBOR Loan shall be Converted or paid in full; and (ii) if such Loan is a LIBOR Rate Loan, a fixed rate per annum during the Interest Period equal to the LIBOR Rate for such Interest Period plus the Applicable Percentage, payable on the last day of the applicable Interest Period (andPeriod, if unless the duration of such Interest Period extends over exceeds three (3) months, in which case such interest shall be payable at the end of each three-month interval during such Interest Period) and on the date such LIBOR Rate Loan shall be Converted or paid in full. (b) Notwithstanding anything to the contrary contained in this Agreement or any other Loan Document, for each day following the occurrence and during the continuance of an Event of Default, the outstanding principal of and (to the extent permitted by Applicable Law) overdue interest on the Loans shall bear interest at a per annum rate equal to the Default Rate, payable on demand. (c) Interest with respect to Alternate Base Rate Loans due and payable in accordance with clause (a)(i) above shall accrue from the first day of such quarter until the last day of such quarter. Interest with respect to LIBOR Rate Loans due and payable in accordance with clause three (a)(ii3) above shall accrue from the first day months of such Interest Period to but excluding and on the last day of such Interest Period, orand at the maturity of the Notes, if applicablewhether by reason of acceleration or otherwise. From and after the maturity of the Notes, whether by reason of acceleration or otherwise, each LIBOR Loan shall bear interest, payable on demand, for each day until paid, at a rate per annum equal to the end sum of Two Percent (2%) plus the higher of (i) the LIBOR Rate for the immediately preceding Interest Period applicable to such LIBOR Loan or (ii) the Adjusted Prime Rate. (c) The Agent shall determine each such three-month intervalinterest rate applicable to the Loans hereunder and its determination thereof shall be conclusive in the absence of manifest error.

Interest Rates. (a) The Borrower Each Base Rate Advance shall pay bear interest on the unpaid outstanding principal amount of thereof, for each Alternate Base Rate Loan and LIBOR Rate Loan day from the date of such Loan Advance is made until such Loan shall be paid in fullit becomes due, at the following rates per annum: (i) if such Loan is an Alternate Base Rate Loan, a variable rate per annum equal at all times to the Alternate Base Rate in effect from time to time for such day plus the Applicable Percentage, Margin (except to the extent that the Default Rate applies pursuant to the other provisions of this Agreement). Such interest shall be payable quarterly in arrears on March 31, June 30, September 30 and December 31 each Interest Payment Date while such Alternate Base Rate Loan Advance is outstanding and on the date such Alternate Base Rate Loan Advance is converted to a SOFR Advance or repaid. Any overdue principal of and, to the extent permitted by applicable Law, overdue interest on any Base Rate Advance shall be Converted or bear interest, payable on demand, for each day until paid in full; and (ii) if such Loan is full at a LIBOR Rate Loan, a fixed rate per annum during the Interest Period equal to the LIBOR Rate for such Interest Period plus the Applicable Percentage, payable on the last day of the Interest Period (and, if such Interest Period extends over three months, at the end of each three-month interval during such Interest Period) and on the date such LIBOR Rate Loan shall be Converted or paid in fullDefault Rate. (b) Notwithstanding anything to Each Adjusted Term SOFR Advance and Term SOFR Index Rate Advance shall bear interest on the contrary contained in this Agreement or any other Loan Documentoutstanding principal amount thereof, for each day following such principal is outstanding during the Interest Period applicable thereto, at a rate per annum equal to the sum of: (1) the Applicable Margin, plus (2) Adjusted Term SOFR for such Interest Period or the Term SOFR Reference Rate, as applicable (except to the extent that the Default Rate applies pursuant to the other provisions of this Agreement). Such interest shall be payable for each Interest Period on the last day thereof; provided that interest on Term SOFR Index Rate Advances shall be payable on each Interest Payment Date while such Term SOFR Index Rate Advance is outstanding and the date such Term SOFR Index Rate Advance is converted to an Adjusted Term SOFR Advance or repaid. Any overdue principal of and, to the extent permitted by applicable Law, overdue interest on any Adjusted Term SOFR Advance or Term SOFR Index Rate Advance shall bear interest, payable on demand, for each day until paid in full at a rate per annum equal to the Default Rate. (i) [Reserved]. (c) The Administrative Agent shall determine each interest rate applicable to the Advances hereunder in accordance with the terms of this Agreement. The Administrative Agent shall give prompt notice to the Borrower and the Lenders by telecopy of each rate of interest so determined, and its determination thereof shall be conclusive in the absence of manifest error. (d) After the occurrence and during the continuance of an Event of DefaultDefault (other than an Event of Default under Section 6.01(g) or 6.01(h)), the outstanding principal amount of and the Advances (and, to the extent permitted by Applicable applicable Law, all accrued interest thereon) may, at the election of the Required Lenders, bear interest at the Default Rate; provided, however, that automatically whether or not the Required Lenders elect to do so, (i) any overdue principal of and, to the extent permitted by law, overdue interest on the Loans shall bear interest at a per annum rate equal to the Default Rate, payable on demand. (c) Interest with respect to Alternate Base Rate Loans due and payable in accordance with clause (a)(i) above shall accrue from the first day of such quarter until the last day of such quarter. Interest with respect to LIBOR Rate Loans due and payable in accordance with clause (a)(ii) above shall accrue from the first day of such Interest Period to but excluding the last day of such Interest Period, or, if applicable, to the end of each such three-month interval.Advances

Interest Rates. (a) The Borrower Subject to Section 2.06(c), each Overnight Rate Loan shall pay bear interest on the unpaid outstanding principal amount of each Alternate Base Rate Loan and LIBOR Rate Loan from thereof, for the period commencing with the date of such Loan until is made up to but not including the date such Loan shall be paid is repaid in full, at the following rates per annum: (i) if such Loan is an Alternate Base Rate Loan, a variable rate per annum equal at all times to the Alternate Base Overnight Rate as in effect from time to time plus the Applicable Percentage, time. Accrued and unpaid interest on each Loan shall be payable quarterly in arrears on March 31(i) with respect to interest accrued during a calendar month, June 30the fifteenth day of the immediately succeeding calendar month, September 30 and December 31 while such Alternate Base Rate (ii) with respect to all accrued and unpaid interest, on the Termination Date. (b) Subject to Section 2.06(c) and ARTICLE VIII, each LIBOR Loan is shall bear interest on the outstanding and on principal amount thereof, for the period commencing with the date such Alternate Base Rate LIBOR Loan is made or continued through but excluding the last day of the Interest Period applicable thereto, at a rate per annum equal to the sum of the LIBOR Margin plus the applicable Adjusted LIBOR Offered Rate. Interest on each LIBOR Loan shall be Converted or paid in full; and (ii) if such Loan is a LIBOR Rate Loan, a fixed rate per annum during the Interest Period equal to the LIBOR Rate for such Interest Period plus the Applicable Percentage, payable on the last day of the Interest Period (and, if such Interest Period extends over three months, at the end of each three-month interval during such Interest Period) in effect with respect thereto and on the date such LIBOR Rate Loan shall be Converted or paid in fullTermination Date. (bc) If any principal of or interest on any Loan or any fee payable by the Borrower hereunder is not paid when due, whether at stated maturity, upon acceleration or otherwise, such overdue amount shall bear interest, payable on demand, for each day from and including the date payment thereof was due to but not including the date of actual payment, at a rate per annum equal to (i) in the case of overdue principal of any Loan, [ ]% plus the rate otherwise applicable to such Loan as provided in the preceding clauses of this Section or (ii) in the case of any other amount, the sum of [ ]% above the Overnight Rate until such amount shall be paid in full (after as well as before judgment). Notwithstanding anything to the contrary contained in this Agreement or any other Loan DocumentSection 2.06, for each day following upon either (A) notice by the occurrence and Agent to the Borrower during the continuance of an Event of Default, or (B) the occurrence of an Event of Default under Section 6.01(g) or (h), the outstanding principal balance of and (to the extent permitted by Applicable Law) overdue interest on the Loans shall bear interest at a rate per annum rate equal to the Default greater of (i) [ ] above the rate of interest otherwise applicable to such Loans pursuant to this Section 2.06 or (ii) [ ] above the Overnight Rate, payable on demand. (cd) Interest with respect to Alternate Base Rate Loans due and payable in accordance with clause (a)(i) above The Agent shall accrue from determine the first day of such quarter until the last day of such quarter. Interest with respect to LIBOR Rate Loans due and payable in accordance with clause (a)(ii) above shall accrue from the first day of such Interest Period to but excluding the last day of such Interest Period, or, if applicable, interest rate applicable to the end Loans hereunder and its determination thereof shall be conclusive and binding for all purposes in the absence of each such three-month intervalmanifest error.

Interest Rates. (a) The Borrower shall pay interest on the unpaid principal amount of each Alternate Base Rate Loan and LIBOR Rate Loan from the date of such Loan until such Loan shall be paid in full, at the following rates per annum: (i) if such Loan is an Alternate Base Rate Loan, a variable rate per annum equal at all times to the Alternate Base Rate in effect from time to time plus the Applicable Percentage, payable quarterly in arrears on the last Business Day of each calendar quarter commencing on March 31, June 30, September 30 and December 31 2015 while such Alternate Base Rate Loan is outstanding and on the date such Alternate Base Rate Loan shall be Converted or paid in full; and (ii) if such Loan is a LIBOR Rate Loan, a fixed rate per annum during the Interest Period equal to the LIBOR Rate for such Interest Period plus the Applicable Percentage, payable on the last day of the Interest Period (and, if such Interest Period extends over three months, at the end of each three-month interval during such Interest Period) and on the date such LIBOR Rate Loan shall be Converted or paid in full. (b) Notwithstanding anything to the contrary contained in this Agreement or any other Loan Document, for each day following the occurrence and during the continuance of an Event of Default, the outstanding principal of and (to the extent permitted by Applicable Law) overdue interest on the Loans shall bear interest at a per annum rate equal to the Default Rate, payable on demand. (c) Interest with respect to Alternate Base Rate Loans due and payable in accordance with clause (a)(i) above shall accrue from the first day of such quarter until the last day of such quarter. Interest with respect to LIBOR Rate Loans due and payable in accordance with clause (a)(ii) above shall accrue from the first day of such Interest Period to but excluding the last day of such Interest Period, or, if applicable, to the end of each such three-month interval.

Interest Rates. (a) The Borrower So long as no Event of Default under this Agreement has occurred and is continuing, each Base Rate Loan shall pay bear interest on the unpaid outstanding principal amount of thereof, for each Alternate day from the date such Base Rate Loan and LIBOR is made until it becomes due, at a rate per annum equal to the Adjusted Base Rate. Interest shall be payable monthly in arrears on the first Business Day of each calendar month commencing on the first such date after such Base Rate Loan from is made, and at the maturity of the Loans (whether by reason of acceleration or otherwise); provided, that in the event the Loans are repaid or prepaid in full and the Commitments have been terminated, then accrued interest in respect of all Base Rate Loans shall be payable together with such repayment or prepayment on the date of such Loan until such Loan shall be paid in full, at the following rates per annum:thereof. (i) if such Loan is an Alternate Base Rate Loan, a variable rate per annum equal at all times to the Alternate Base Rate in effect from time to time plus the Applicable Percentage, payable quarterly in arrears on March 31, June 30, September 30 and December 31 while such Alternate Base Rate Loan is outstanding and on the date such Alternate Base Rate Loan shall be Converted or paid in full; and (ii) if such Loan is a LIBOR Rate Loan, a fixed rate per annum during the Interest Period equal to the LIBOR Rate for such Interest Period plus the Applicable Percentage, payable on the last day of the Interest Period (and, if such Interest Period extends over three months, at the end of each three-month interval during such Interest Period) and on the date such LIBOR Rate Loan shall be Converted or paid in full. (b) Notwithstanding anything to the contrary contained in this Agreement or any other Loan Document, for each day following Immediately upon the occurrence and during the continuance of an Event of Default under Sections 7.01, 7.02, 7.07, 7.08 or (ii) at the election of the Required Banks (or the Administrative Agent at the direction of the Required Banks), upon the occurrence and during the continuance of any other Event of Default, each Base Rate Loan shall bear interest on the outstanding principal amount thereof, for each day from the date such Base Rate Loan is made until it becomes due, at a rate per annum equal to two percent (2%) over and above the Adjusted Base Rate and such default interest shall be payable on demand. From and after the maturity of and (to the extent permitted Loans, whether by Applicable Law) overdue interest on the Loans reason of acceleration or otherwise, each Base Rate Loan shall bear interest at a per annum rate equal to the Default Rateinterest, payable on demand, for each day until paid at a rate per annum equal to two percent (2%) over and above the Adjusted Base Rate. (cb) So long as no Event of Default under this Agreement has occurred and is continuing, each Term SOFR Loan shall bear interest on the outstanding principal amount thereof for each Interest with respect Period applicable thereto at a rate per annum equal to Alternate Base Rate Loans due and the Term SOFR Rate. Interest shall be payable in accordance with clause (a)(i) above shall accrue from the first day of such quarter until for each Interest Period on the last day of such quarter. Interest with respect to LIBOR Rate Loans due and payable in accordance with clause (a)(ii) above shall accrue from thereof, unless the first day duration of such Interest Period to but excluding exceeds three (3) months, in which case such interest shall be payable at the end of the first three (3) months of such Interest Period and on the last day of such Interest Period, orand at the maturity of the Loans (whether by reason of acceleration or otherwise); provided, if applicablethat in the event all Term SOFR Loans made pursuant to a single borrowing are repaid or prepaid in full, then accrued interest in respect of such Term SOFR Loans shall be payable together with such repayment or prepayment on the date thereof. (i) Immediately upon the occurrence and during the continuance of an Event of Default under Sections 7.01, 7.02, 7.07, 7.08 or (ii) at the election of the Required Banks (or the Administrative Agent at the direction of the Required Banks), upon the occurrence and during the continuance of any other Event of Default, each Term SOFR Loan shall bear interest on the outstanding principal amount thereof for each Interest Period applicable thereto at a rate per annum equal to two percent (2%) over and above the end Term SOFR Rate and such default interest shall be payable on demand. From and after the maturity of the Loans, whether by reason of acceleration or otherwise, each such three-month intervalTerm SOFR Loan shall bear interest, payable on demand, for each day until paid, at a rate per annum equal to two percent (2%) over and above the Term SOFR Rate.

Interest Rates. (a) The Borrower Each Base Rate Loan shall pay bear interest on the unpaid outstanding principal amount of thereof, for each Alternate Base Rate Loan and LIBOR Rate Loan day from the date of such Loan until such Loan shall be paid in full, at the following rates per annum: (i) if such Loan is an Alternate Base Rate Loanmade until the date it is repaid or converted into a Euro-Dollar Loan pursuant to Section 2.7, at a variable rate per annum equal at all times to the Alternate Base Rate in effect from time to time plus the Applicable Percentage, payable quarterly in arrears on March 31, June 30, September 30 and December 31 while such Alternate Margin for Base Rate Loans for such day. (b) Each Euro-Dollar Loan is outstanding and shall bear interest on the date such Alternate Base Rate Loan shall be Converted or paid in full; and (ii) if such Loan is a LIBOR Rate Loanoutstanding principal amount thereof, a fixed rate per annum for each day during the Interest Period applicable thereto, at a rate per annum equal to the LIBOR sum of the Applicable Margin for Euro-Dollar Loans for such day plus the Euro-Dollar Rate applicable to such Interest Period. (c) Subject to Section 8.1, each Money Market IBOR Loan shall bear interest on the outstanding principal amount thereof, for the Interest Period applicable thereto, at a rate per annum equal to the sum of the Euro-Dollar Rate for such Interest Period (determined in accordance with Section 2.8(b) as if the related Money Market IBOR Borrowing were a Euro-Dollar Borrowing) plus (or minus) the Applicable PercentageMoney Market Margin quoted by the Bank making such Loan in accordance with Section 2.4. Each Money Market Absolute Rate Loan shall bear interest on the outstanding principal amount thereof, for the Interest Period applicable thereto, at a rate per annum equal to the Money Market Absolute Rate quoted by the Bank making such Loan in accordance with Section 2.4. Any overdue principal of or interest on any Money Market Loan shall bear interest, payable on the last day of the Interest Period (and, if such Interest Period extends over three months, at the end of each three-month interval during such Interest Period) and on the date such LIBOR Rate Loan shall be Converted or paid in full. (b) Notwithstanding anything to the contrary contained in this Agreement or any other Loan Documentdemand, for each day following until paid at a rate per annum equal to the occurrence and during the continuance of Base Rate until such failure shall become an Event of DefaultDefault and thereafter at a rate per annum equal to the sum of 4% plus the Base Rate for such day. (d) In the event that, and for so long as, any Event of Default shall have occurred and be continuing, the outstanding principal amount of and (the Loans, and, to the extent permitted by Applicable Law) applicable law, overdue interest on the Loans in respect of all Loans, shall bear interest at a per annum the annual rate equal to the sum of the Base Rate and four percent (4%) (the “Default Rate, payable on demand”). (ce) Interest with respect to Alternate Base Rate Loans due and payable in accordance with clause (a)(i) above The Administrative Agent shall accrue from the first day of such quarter until the last day of such quarter. Interest with respect to LIBOR Rate Loans due and payable in accordance with clause (a)(ii) above shall accrue from the first day of such Interest Period to but excluding the last day of such Interest Period, or, if applicable, determine each interest rate applicable to the end Loans hereunder. The Administrative Agent shall give prompt notice to the Borrower and the Banks of each such three-month intervalrate of interest so determined, and its determination thereof shall be conclusive in the absence of demonstrable error.

Interest Rates. (a) The Borrower Subject to Section 2.06(d) hereof, each Base Rate Loan shall pay bear interest on the unpaid outstanding principal amount of each Alternate Base Rate Loan and LIBOR Rate Loan from thereof, for the period commencing with the date of such Loan until is made up to but not including the date such Loan shall be paid is repaid in full, at the following rates per annum: (i) if such Loan is an Alternate Base Rate Loan, a variable rate per annum equal at all times to the Alternate Base Rate as in effect from time to time plus the Applicable Percentage, payable quarterly in arrears time. Accrued and unpaid interest on March 31, June 30, September 30 and December 31 while such Alternate Base Rate Loan is outstanding and on the date such Alternate each Base Rate Loan shall be Converted or paid payable in full; and arrears (i) with respect to interest accrued during a calendar month, on the fifteenth day of the immediately succeeding calendar month, and (ii) if with respect to all accrued and unpaid interest, on the Termination Date. (b) Subject to Section 2.06(d) hereof and ARTICLE VIII hereof, each LIBOR Loan shall bear interest on the outstanding principal amount thereof, for the period commencing with the date such LIBOR Loan is made or continued through but excluding the last day of the Interest Period applicable thereto, at a LIBOR Rate Loan, a fixed rate per annum during the Interest Period equal to the sum of the LIBOR Rate for such Interest Period Margin plus the Applicable Percentageapplicable Adjusted LIBOR Offered Rate. Interest on each LIBOR Loan shall be payable (i) except as otherwise expressly provided in clause (ii) below, payable (x) on the last day of the Interest Period (andin effect with respect thereto, if in the event such Interest Period extends over shall exceed three months, at on the end last day of each three-three month interval during such Interest Period, and (y) with respect to all accrued and unpaid interest, on the Termination Date, or (ii) in the case of LIBOR Loans having a seven day Interest Period, (x) with respect to interest accrued during a calendar month, on the fifteenth day of the immediately succeeding calendar month and on the date such LIBOR Rate Loan shall be Converted or paid in full. (b) Notwithstanding anything to the contrary contained in this Agreement or any other Loan DocumentTermination Date, for each day following the occurrence and during the continuance of an Event of Default, the outstanding principal of and (y) with respect to the extent permitted by Applicable Law) overdue all accrued and unpaid interest on the Loans shall bear interest at a per annum rate equal to the Default Rate, payable on demandTermination Date. (c) Interest with respect to Alternate Base Rate Loans due and payable in accordance with clause (a)(i) above shall accrue from the first day of such quarter until the last day of such quarter. Interest with respect to LIBOR Rate Loans due and payable in accordance with clause (a)(ii) above shall accrue from the first day of such Interest Period to but excluding the last day of such Interest Period, or, if applicable, to the end of each such three-month interval.

Interest Rates. (a) The Borrower Subject to Section 2.8(b), each Loan (including, without limitation, each Swing Line Advance) shall pay bear interest on the unpaid outstanding principal amount of each Alternate Base Rate Loan and LIBOR Rate Loan from thereof, for the period commencing with the date of such Loan until is made up to but not including the date such Loan shall be paid is repaid in full, at the following rates per annum: (i) if such Loan is an Alternate Base Rate Loan, a variable rate per annum equal at all times to the Alternate Base Applicable Margin plus the higher of (x) the New York Fed Bank Rate as in effect from time to time plus and (y) LIBOR as in effect from time to time, provided such interest shall be determined without reference to this clause (y) (i) during any period when the Applicable PercentageAdministrative Agent has determined (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ACTIVE 255598135 ascertaining LIBOR, payable quarterly in arrears or (ii) after the occurrence of a LIBOR Unavailability Event. Interest on March 31, June 30, September 30 and December 31 while such Alternate Base Rate Loan is outstanding and on the date such Alternate Base Rate each Loan shall be Converted or paid in full; and (ii) if such Loan is a LIBOR Rate Loan, a fixed rate per annum during the Interest Period equal to the LIBOR Rate for such Interest Period plus the Applicable Percentage, payable on the last day of each calendar quarter commencing on the Interest Period (first such day after the Effective Date, on the Termination Date and, if such Interest Period extends over three monthswith respect to any prepayment, at the end of each three-month interval during such Interest Period) and on the date of such prepayment. The Administrative Agent shall on each Business Day for which a Loan is outstanding notify the borrowing Borrower and the Banks in writing (by telecopy) of the New York Fed Bank Rate and LIBOR Rate Loan shall be Converted or paid in fulleffect on such day. (b) Notwithstanding anything to the contrary contained in this Agreement or any other Loan Document, for each day following the occurrence and during the continuance of an Event of Default, the outstanding Any overdue principal of (whether at stated maturity, by acceleration or otherwise) and (to the extent permitted by Applicable Lawapplicable law) overdue interest on the Loans and all other overdue amounts payable hereunder shall bear interest at a per annum rate equal to the Default Rateinterest, payable on demand, for each day from and including the date payment thereof was due (whether at stated maturity, by acceleration or otherwise) to but not including the date of actual payment, at a rate per annum equal to the sum of two percent (2%) above the then applicable interest rate until such amount shall be paid in full (after as well as before judgment). (c) Interest with respect If any Bank determines that any applicable law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Bank or its applicable lending office to Alternate Base Rate make, maintain or fund Loans due and payable in accordance with clause (a)(i) above shall accrue from whose interest is determined by reference to LIBOR, or to determine or charge interest rates based upon LIBOR, or any Governmental Authority has imposed material restrictions on the first day authority of such quarter Bank to purchase or sell, or to take deposits of, Dollars in the London interbank market, then, upon notice thereof by such Bank to the Borrowers (through the Administrative Agent), if such notice asserts the illegality of such Bank making or maintaining Loans the interest rate on which is determined by reference to LIBOR, the interest rate on which Loans of such Bank shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to LIBOR, in each case until such Bank notifies the Administrative Agent and the Borrowers that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, if such notice asserts the illegality of such Bank determining or charging interest rates based upon LIBOR, the Administrative Agent shall during the period of such suspension compute the interest rate applicable to Loans made by such Lender without reference to the LIBOR component thereof until the last day of Administrative Agent is advised in writing by such quarter. Interest with respect Bank that it is no longer illegal for such Bank to LIBOR Rate Loans due and payable in accordance with clause (a)(ii) above shall accrue from the first day of such Interest Period to but excluding the last day of such Interest Period, or, if applicable, to the end of each such three-month intervaldetermine or charge interest rates based upon LIBOR.

Interest Rates. (a) The Borrower So long as no Event of Default under this Agreement has occurred and is continuing, each Floating Rate Loan shall pay bear interest on the unpaid outstanding principal amount of thereof, for each Alternate Base Rate Loan and LIBOR Rate Loan day from the date of such Loan until such Loan shall be paid in full, at the following rates per annum: (i) if such Loan is an Alternate Base Rate Loanmade until it becomes due, at a variable rate per annum equal at all times to the Alternate Base Rate in effect from time to time plus the Applicable PercentageFloating Rate. So long as any Event of Default under this Agreement has occurred and is continuing, payable quarterly in arrears on March 31, June 30, September 30 and December 31 while such Alternate Base each Floating Rate Loan is shall bear interest on the outstanding and on principal amount thereof, for each day from the date such Alternate Base Floating Rate Loan shall be Converted or paid in full; and (ii) if such Loan is made until it becomes due, at a LIBOR Rate Loan, a fixed rate per annum during the Interest Period equal to Two Percent (2%) over and above the LIBOR Rate for such Interest Period plus the Applicable Percentage, Floating Rate. Such interest shall be payable monthly in arrears on the last day of each month commencing on the Interest Period (andfirst such date after such Floating Rate Loan is made, if such Interest Period extends over three months, and at the end maturity of the Revolving Credit Notes (whether by reason of acceleration or otherwise). From and after the maturity of the Revolving Credit Notes, whether by reason of 75 acceleration or otherwise, each three-month interval during such Interest Period) and on the date such LIBOR Floating Rate Loan shall be Converted or bear interest, payable on demand, for each day until paid in fullat a rate per annum equal to Two Percent (2%) over and above the Floating Rate. (b) Notwithstanding anything to the contrary contained in So long as no Event of Default under this Agreement or any other has occurred and is continuing, each LIBOR Loan Document, for each day following the occurrence and during the continuance of an Event of Default, shall bear interest on the outstanding principal of and (amount thereof for each Interest Period applicable thereto at a rate per annum equal to the extent permitted by Applicable Law) overdue applicable LIBOR Rate. So long as any Event of Default under this Agreement has occurred and is continuing, each LIBOR Loan shall bear interest on the Loans shall bear interest outstanding principal amount thereof for each Interest Period applicable thereto at a rate per annum rate equal to Two Percent (2%) over and above the Default applicable LIBOR Rate, . Interest shall be payable for each Interest Period on demand. (c) Interest with respect to Alternate Base Rate Loans due and payable in accordance with clause (a)(i) above shall accrue from the first day of such quarter until the last day of such quarter. Interest with respect to LIBOR Rate Loans due and payable in accordance with clause (a)(ii) above shall accrue from thereof, unless the first day duration of such Interest Period to but excluding exceeds three (3) months, in which case such interest shall be payable at the end of the first three (3) months of such Interest Period and on the last day of such Interest Period, orand at the maturity of the Revolving Credit Notes (whether by reason of acceleration or otherwise). From and after the maturity of the Revolving Credit Notes, if applicablewhether by reason of acceleration or otherwise, each LIBOR Loan shall bear interest, payable on demand, for each day until paid, at a rate per annum equal to Two Percent (2%) over and above the higher of (i) the LIBOR Rate for the immediately preceding Interest Period applicable to such LIBOR Loan or (ii) the Floating Rate. (c) The Agent shall determine each interest rate applicable to the end Loans hereunder and its determination thereog shall be conclusive in the absence of each such three-month intervalmanifest error.

Interest Rates. (a) The Borrower Each Base Rate Loan shall pay bear interest on the unpaid outstanding principal amount thereof, for each day from the date such Loan is made until it becomes due, at a rate per annum equal to the sum of the Base Rate Margin and the Base Rate for such day. Such interest shall be payable at maturity, quarterly in arrears on each Quarterly Payment Date and, with respect to the principal amount of each Alternate any Base Rate Loan and LIBOR Rate Loan from that is prepaid or converted to a Euro-Dollar Loan, on the date of such Loan until such prepayment or conversion. Any overdue principal of or interest on any Base Rate Loan shall be bear interest, payable on demand, for each day until paid in full, at the following rates per annum: (i) if such Loan is an Alternate Base Rate Loan, a variable rate per annum equal at all times to the Alternate sum of 2% plus the rate otherwise applicable to Base Rate in effect from time to time plus the Applicable Percentage, payable quarterly in arrears on March 31, June 30, September 30 and December 31 while Loans for such Alternate Base Rate day. (b) Each Euro-Dollar Loan is outstanding and shall bear interest on the date such Alternate Base Rate Loan shall be Converted or paid in full; and (ii) if such Loan is outstanding principal amount thereof, for each day during each Interest Period applicable thereto, at a LIBOR Rate Loan, a fixed rate per annum during the Interest Period equal to the LIBOR Rate sum of the Euro-Dollar Margin for such day plus the London Interbank Offered Rate applicable to such Interest Period. Such interest shall be payable for each Interest Period plus the Applicable Percentage, payable on the last day of the Interest Period (thereof and, if such Interest Period extends over is longer than three months, at intervals of three months after the end of each three-month interval during such Interest Period) and on the date such LIBOR Rate Loan shall be Converted or paid in full. (b) Notwithstanding anything to the contrary contained in this Agreement or any other Loan Document, for each first day following the occurrence and during the continuance of an Event of Default, the outstanding principal of and (to the extent permitted by Applicable Law) overdue interest on the Loans shall bear interest at a per annum rate equal to the Default Rate, payable on demandthereof. (c) Any overdue principal of or interest on any Euro-Dollar Loan shall bear interest, payable on demand, for each day until paid at a rate per annum equal to the sum of 2% plus the Euro-Dollar Margin for such day plus the London Interbank Offered Rate applicable to the Interest with respect Period for such Loan (or, if the circumstances described in clause (a) or (b) of Section 8.01 shall exist, at a rate per annum equal to Alternate the sum of 2% plus the rate applicable to Base Rate Loans due and payable for such day). (d) Subject to Section 8.01(a), each Competitive Bid LIBOR Loan shall bear interest on the outstanding principal amount thereof, for the Interest Period applicable thereto, at a rate per annum equal to the sum of the London Interbank Offered Rate for such Interest Period (determined in accordance with clause Section 2.07(b) as if the related Competitive Bid LIBOR Borrowing were a Committed Euro-Dollar Borrowing) plus (a)(ior minus) above the Competitive Bid Margin quoted by the Lender making such Loan in accordance with Section 2.03. Each Competitive Bid Absolute Rate Loan shall accrue from bear interest on the outstanding principal amount thereof, for the Interest Period applicable thereto, at a rate per annum equal to the Competitive Bid Absolute Rate quoted by the Lender making such Loan in accordance with Section 2.03. Such interest shall be payable for each Interest Period on the last day thereof and, if such Interest Period is longer than three months, at intervals of three months after the first day thereof. Any overdue principal of such quarter or interest on any Competitive Bid Loan shall bear interest, payable on demand, for each day until the last day of such quarter. Interest with respect to LIBOR Rate Loans due and payable in accordance with clause (a)(ii) above shall accrue from the first day of such Interest Period to but excluding the last day of such Interest Period, or, if applicable, paid at a rate per annum equal to the end sum of 2% plus the Base Rate for such day. (e) The Agent shall determine each interest rate applicable to the Loans hereunder. The Agent shall give prompt notice to the Company and the participating Lenders of each such three-month intervalrate of interest so determined, and its determination thereof shall be conclusive in the absence of manifest error.

Interest Rates. (a) The Borrower Each Base Rate Loan shall pay bear interest on the unpaid outstanding principal amount of thereof, for each Alternate Base Rate Loan and LIBOR Rate Loan day from the date of such Loan until such Loan shall be paid in full, at the following rates per annum: (i) if such Loan is an Alternate Base Rate Loanmade until it becomes due, at a variable rate per annum equal at all times to the Alternate Base Rate in effect from time to time for such day plus the Applicable Percentage, Margin. Such interest shall be payable quarterly in arrears on March 31, June 30, September 30 and December 31 while such Alternate Base Rate Loan is outstanding and for each Interest Period on the date such Alternate last day thereof. Any overdue principal of and, to the extent permitted by applicable law, overdue interest on any Base Rate Loan shall be Converted or bear interest, payable on demand, for each day until paid in full; and (ii) if such Loan is at a LIBOR Rate Loan, a fixed rate per annum during equal to the Default Rate. (b) Each Eurocurrency Loan shall bear interest on the outstanding principal amount thereof, for the Interest Period applicable thereto, at a rate per annum equal to the LIBOR sum of the Applicable Margin plus the applicable Adjusted London Interbank Offered Rate for such Interest Period plus plus, if applicable, the Applicable PercentageMandatory Cost; provided that if any Eurocurrency Loan shall, as a result of paragraph (a)(iii) of the definition of Interest Period, have an Interest Period of less than one month, such Eurocurrency Loan shall bear interest during such Interest Period at the rate applicable to Base Rate Loans during such period. Such interest shall be payable for each Interest Period on the last day of the Interest Period (thereof and, if such Interest Period extends over three is longer than 3 months, at intervals of 3 months after the end of each three-month interval during such Interest Period) and on the date such LIBOR Rate Loan shall be Converted or paid in full. (b) Notwithstanding anything to the contrary contained in this Agreement or any other Loan Document, for each first day following the occurrence and during the continuance of an Event of Default, the outstanding thereof. Any overdue principal of and (and, to the extent permitted by Applicable Law) law, overdue interest on the Loans any Eurocurrency Loan shall bear interest interest, payable on demand, for each day until paid at a rate per annum rate equal to the Default Rate, payable on demand. (c) Interest with respect The Administrative Agent shall determine the interest rates applicable to Alternate Base Rate the Loans due and payable hereunder (other than Swing Loans, which shall be determined in accordance with clause (a)(i) above Section 2.01(b)). The Administrative Agent shall accrue from the first day of such quarter until the last day of such quarter. Interest with respect to LIBOR Rate Loans due and payable in accordance with clause (a)(ii) above shall accrue from the first day of such Interest Period to but excluding the last day of such Interest Period, or, if applicable, give prompt notice to the end Borrower and the other Banks (by telephone, facsimile or other electronic transmission) of each such three-month intervalrate of interest so determined, and its determination thereof shall be conclusive in the absence of manifest error.

Interest Rates. (a) The Borrower shall promises to pay interest on the unpaid principal amount of each Alternate Base Rate Loan and LIBOR Rate Loan from Line of Credit Tranche for the period commencing on the date of such Loan Line of Credit Tranche until such Loan shall be Line of Credit Tranche is paid in full, at the following rates per annumfull as follows: (ia) if at all times while such Loan Line of Credit Tranche is an Alternate a Base Rate Loan, at a variable rate per annum equal at all times to the Alternate sum of the Base Rate in effect from time to time in effect plus the Applicable Percentage, payable quarterly in arrears on March 31, June 30, September 30 and December 31 while such Alternate Base Rate Loan is outstanding and on the date such Alternate Base Rate Loan shall be Converted or paid Margin from time to time in fulleffect; and (iib) if at all times while such Loan Line of Credit Tranche is a LIBOR Rate Loan, at a fixed rate per annum during the Interest Period equal to the LIBOR sum of the LIBO Rate applicable to each Interest Period for such Interest Period Loan plus the Applicable PercentageLIBOR Margin from time to time in effect; provided that at any time an Event of Default exists, payable on at Lender's election, the last day of the Interest Period interest rate applicable to each Loan shall be increased by 2% (and, if in the case of Obligations not bearing interest, such Interest Period extends over three months, Obligations shall bear interest at the end of each three-month interval during such Interest Period) and on the date such LIBOR Base Rate Loan shall be Converted or paid in full. (b) Notwithstanding anything applicable to the contrary contained in this Agreement or any other Loan DocumentLine of Credit plus 2%). Notwithstanding the foregoing, for each day following upon the occurrence and during the continuance of an Event of DefaultDefault under Sections 13.1.1 or 13.1.4, such increase shall occur automatically. In no event shall interest payable by Borrower to Lender hereunder exceed the outstanding principal maximum rate permitted under applicable law, and if any such provision of this Agreement is in contravention of any such law, such provision shall be deemed modified to limit such interest to the maximum rate permitted under such law. The full amount of each Line of Credit Tranche shall be (i) either a Base Rate Loan or a LIBOR Loan, and (ii) deemed to be a Base Rate Loan unless otherwise elected by Borrower pursuant to the extent permitted by Applicable Law) overdue interest on the Loans shall bear interest at a per annum rate equal to the Default Rate, payable on demandterms hereof. (c) Interest with respect to Alternate Base Rate Loans due and payable in accordance with clause (a)(i) above shall accrue from the first day of such quarter until the last day of such quarter. Interest with respect to LIBOR Rate Loans due and payable in accordance with clause (a)(ii) above shall accrue from the first day of such Interest Period to but excluding the last day of such Interest Period, or, if applicable, to the end of each such three-month interval.

Interest Rates. (a) The Borrower shall pay interest on the unpaid principal amount of each Alternate Base Rate Loan and LIBOR Rate Loan from the date of such Loan until such Loan shall be paid in full, at the following rates per annum: (i) : if such Loan is an Alternate a Base Rate Loan, a variable rate per annum equal at all times to the Alternate Base Rate in effect from time to time plus the Applicable Percentagetime, payable quarterly in arrears on March 31, June 30, September 30 and December 31 each Payment Date while such Alternate Base Rate Loan is outstanding and on the date such Alternate Base Rate Loan shall be Converted or paid in full; and (ii) if such Loan is a LIBOR Rate Loan, a fixed rate per annum during the Interest Period equal to the LIBOR Rate for such Interest Period plus the Applicable Percentage, payable on the last day of the Interest Period (and, if such in the case of any Interest Period extends over three of six months, at the end last day of each three-the third month interval during of such Interest Period) and on the date such LIBOR Rate Loan shall be Converted or paid in full; and if such Loan is a Swing Line Loan, a fixed rate per annum equal to the LIBOR Market Index Rate plus the Applicable Percentage payable quarterly in arrears on each Payment Date while such Swing Line Loan is outstanding and on the date such Swing Line Loan shall be paid in full. (b) Notwithstanding anything to the contrary contained in this Agreement or any other Loan Document, for each day following the occurrence and during the continuance of an Event of Default, the outstanding principal of and (to the extent permitted by Applicable Lawapplicable law) overdue interest on the Loans shall bear interest at a per annum rate equal to the Default Rate, payable on demand. (c) Interest with respect to Alternate Base Rate Loans due and payable in accordance with clause (a)(i) above shall accrue from the first day of such quarter until the last day of such quarter. Interest with respect to LIBOR Rate Loans due and payable in accordance with clause (a)(ii) above shall accrue from the first day of such Interest Period to but excluding the last day of such Interest Period, or, if applicable, to the end of each such three-month interval.

Interest Rates. (a) The Borrower So long as no Event of Default has been declared by Bank and is continuing, Term Note A shall pay bear interest on the unpaid principal amount of each Alternate Base Rate Loan and LIBOR Rate Loan from the date of such Loan until such Loan shall be paid in full, prior to maturity at the following rates per annum: (i) if such Loan is an Alternate Base Rate Loan, a variable rate per annum equal at all times to LIBOR (Term) plus Three Percent (3%) (determined as of the Alternate Base Rate in effect from time to time plus date hereof and fluctuating as of the Applicable Percentage, payable quarterly in arrears on March 31, June 30, September 30 and December 31 while such Alternate Base Rate Loan is outstanding and first day of each calendar quarter thereafter based on the date LIBOR (Term) effective as of such Alternate Base Rate Loan date); provided, however, that the applicable rate shall at no time be Converted less that Seven Percent (7%) per annum nor greater than Eight and One-Half Percent (8.5%) per annum. From and after the declaration of an Event of Default by Bank, so long as such Event of Default has not been cured or waived in writing by Bank, and from and after the maturity of Term Note A, whether by reason of acceleration or otherwise, the unpaid principal balance of Term Note A shall bear interest until paid in full; and (ii) if such Loan is at a LIBOR Rate Loan, a fixed rate per annum during the Interest Period equal to Two Percent (2%) over and above the LIBOR Rate for rate applicable immediately preceding such Event of Default. Interest Period plus the Applicable Percentage, payable on the last day of the Interest Period (and, if such Interest Period extends over three months, at the end of each three-month interval during such Interest Period) and on the date such LIBOR Rate Loan shall be Converted or paid in fullcomputed with respect to Term Note A on an actual day, 360-day year basis. (b) Notwithstanding anything So long as no Event of Default has been declared by Bank and is continuing, Term Note B shall bear interest prior to maturity at a rate per annum equal to LIBOR (Term) plus Three Percent (3%) (determined as of the contrary contained in this Agreement or any other Loan Document, for date hereof and fluctuating as of the first day of each day following calendar quarter thereafter based on the occurrence LIBOR (Term) effective as of such date). From and during after the continuance declaration of an Event of DefaultDefault by Bank, so long as such Event of Default has not been cured or waived in writing by Bank, and from and after the maturity of Term Note B, whether by reason of acceleration or otherwise, the outstanding unpaid principal balance of and (to the extent permitted by Applicable Law) overdue interest on the Loans Term Note B shall bear interest until paid at a rate per annum rate equal to Two Percent (2%) over and above the Default Raterate applicable immediately preceding such Event of Default. Interest shall be computed with respect to Term Note B on an actual day, payable on demand360-day year basis. (c) Interest with respect So long as no Event of Default has been declared by Bank and is continuing, Term Note C shall bear interest prior to Alternate Base Rate Loans due maturity at a rate per annum equal to LIBOR (Term) plus Three Percent (3%) (determined as of the date hereof and payable in accordance with clause (a)(i) above shall accrue from fluctuating as of the first day of such each calendar quarter until thereafter based on the last day LIBOR (Term) effective as of such quarterdate). From and after the declaration of an Event of Default by Bank, so long as such Event of Default has not been cured or waived in writing by Bank, and from and after the maturity of Term Note C, whether by reason of acceleration or otherwise, the unpaid principal balance of Term Note C shall bear interest until paid at a rate per annum equal to Two Percent (2%) over and above the rate applicable immediately preceding such Event of Default. Interest shall be computed with respect to LIBOR Rate Loans due and payable in accordance with clause (a)(ii) above shall accrue from the first Term Note C on an actual day, 360-day of such Interest Period to but excluding the last day of such Interest Period, or, if applicable, to the end of each such three-month intervalyear basis.

Interest Rates. (a) The Borrower shall pay interest on the unpaid principal amount of each Alternate Base Rate Loan Advance from and LIBOR Rate Loan from including the date of such Loan until Advance to but excluding the date such Loan Advance shall be paid in fullfull (provided, that if the principal amount of any Advance is borrowed and repaid on the same day, the Borrower shall pay interest on such principal amount at the applicable interest rate for such day), at the following rates per annum: (i) if such Loan Advance is an Alternate a Base Rate LoanAdvance, a variable rate per annum equal at all times to the Alternate Base Rate in effect from time to time plus the Applicable Percentagetime, payable quarterly in arrears on March 31, June 30, September 30 and December 31 each Payment Date while such Alternate Base Rate Loan Advance is outstanding outstanding, on the date of each prepayment to the extent required by Section 2.12, and on the date such Alternate Base Rate Loan Advance shall be Converted or paid in full; and; (ii) if such Loan Advance is a LIBOR Eurodollar Rate LoanAdvance, a fixed rate per annum during the each Interest Period for such Eurodollar Rate Advance equal to the LIBOR Eurodollar Rate for such Interest Period plus the Applicable PercentageMargin, payable on the last day of the Interest Period (and, if in the case of any Interest Period of more than three months’ duration, on each day that occurs during such Interest Period extends over every three months, at months after the end first day of each three-month interval during such Interest Period) ), on the date of each prepayment to the extent required by Section 2.12, and on the date such LIBOR Eurodollar Rate Loan Advance shall be Converted or paid in full; and (iii) [Reserved]. (b) Notwithstanding anything Subject to the contrary contained in this Agreement or any other Loan DocumentSection 7.02, for each day following (i) immediately upon the occurrence and during the continuance of an Event of Default under Section 6.01(a), 6.01(g) or 6.01(h) (in the case of Section 6.01(g) and 6.01(h), with respect to the Borrower and the Parent only), or (ii) at the election of the Required Lenders, upon the occurrence and during the continuance of any other Event of Default, the (A) all outstanding principal of and (to the extent permitted by Applicable Law) overdue interest on the Loans Eurodollar Rate Advances shall bear interest at a rate per annum of two percent (2%) in excess of the rate (including the Applicable Margin) then applicable to Eurodollar Rate Advances until the end of the applicable Interest Period and thereafter at a rate equal to two percent (2%) in excess of the Default Raterate then applicable to Base Rate Advances, (B) all outstanding Base Rate Advances and other Obligations shall bear interest at a rate per annum equal to two percent (2%) in excess of the rate then applicable to Base Rate Advances or such other Obligations and (C) all accrued and unpaid interest shall be due and payable on demanddemand of the Administrative Agent. Interest shall continue to accrue on the Obligations after the filing by the Borrower (as to itself) or against the Borrower (as a debtor) of any petition seeking any relief in bankruptcy or under any act or law pertaining to insolvency or debtor relief, whether state, federal or foreign. (c) Interest Upon the request of the Borrower, the Administrative Agent shall provide the Borrower with respect to Alternate Base evidence of the amount of the Eurodollar Rate Loans due and payable Reserve Percentage currently in accordance with clause (a)(i) above shall accrue from the first day of such quarter until the last day of such quarter. Interest with respect to LIBOR Rate Loans due and payable in accordance with clause (a)(ii) above shall accrue from the first day of such Interest Period to but excluding the last day of such Interest Period, or, if applicable, to the end of each such three-month intervaleffect.

Interest Rates. (a) The Borrower Subject to Section 2.06(c), each Base Rate Loan shall pay bear interest on the unpaid outstanding principal amount of each Alternate Base Rate Loan and LIBOR Rate Loan from thereof, for the period commencing with the date of such Loan until is made up to but not including the date such Loan shall be paid is repaid in full, at the following rates per annum: (i) if such Loan is an Alternate Base Rate Loan, a variable rate per annum equal at all times to the Alternate Base Rate as in effect from time to time plus the Applicable Percentage, payable quarterly in arrears time. Accrued and unpaid interest on March 31, June 30, September 30 and December 31 while such Alternate Base Rate Loan is outstanding and on the date such Alternate each Base Rate Loan shall be Converted payable in arrears on the first day of each calendar month and on the Termination Date. (b) Subject to Section 2.06(c) and ARTICLE VIII, each LIBOR Loan shall bear interest on the outstanding principal amount thereof, for the period commencing with the date such LIBOR Loan is made or paid continued through but excluding the last day of the Interest Period applicable thereto, at a rate per annum equal to the sum of the Applicable Rate plus the applicable Adjusted LIBOR Offered Rate. Interest on each LIBOR Loan shall be payable (i) except as otherwise expressly provided in full; and clause (ii) if such Loan is a LIBOR Rate Loanbelow, a fixed rate per annum during the Interest Period equal to the LIBOR Rate for such Interest Period plus the Applicable Percentage, payable on the last day of the Interest Period (andin effect with respect thereto, if in the event such Interest Period extends over shall exceed three months, at on the end last day of each three-three month interval during such Interest Period) , and on the date such Termination Date, or (ii) in the case of LIBOR Rate Loan shall be Converted or paid in fullLoans having a 7 day Interest Period, on the first day of each calendar month and on the Termination Date. (bc) All overdue amounts payable under the Loan Documents (including, without limitation, any overdue principal of the Loans (whether at stated maturity, by acceleration or otherwise), any overdue interest on the Loans and any overdue fees) shall bear interest, payable on demand, for each day from and including the date payment thereof was due to but not including the date of actual payment, at a rate per annum equal to the sum of 2.00% above the Base Rate until such amount shall be paid in full (after as well as before judgment). Notwithstanding anything to the contrary contained in this Agreement or any other Loan DocumentSection 2.06, for each day following upon either (A) notice by the occurrence and Agent to the Borrower during the continuance of an Event of Default, or (B) the occurrence of an Event of Default under Section 6.01(g) or (h), the outstanding principal balance of and (to the extent permitted by Applicable Law) overdue interest on the Loans shall bear interest at a rate per annum rate equal to the Default greater of (i) 2.00% above the rate of interest otherwise applicable to such Loans pursuant to this Section 2.06 or (ii) 2.00% above the Base Rate, payable on demand. (cd) Interest with respect to Alternate Base Rate Loans due and payable in accordance with clause (a)(i) above The Agent shall accrue from determine the first day of such quarter until the last day of such quarter. Interest with respect to LIBOR Rate Loans due and payable in accordance with clause (a)(ii) above shall accrue from the first day of such Interest Period to but excluding the last day of such Interest Period, or, if applicable, interest rate applicable to the end Loans hereunder and its determination thereof shall be conclusive and binding for all purposes in the absence of each such three-month intervalmanifest error.

Interest Rates. (aI) The Borrower Except as provided in Section 2.6(c), all Obligations (except for undrawn Letters of Credit and Term Obligations) that have been charged to the Loan Account pursuant to the terms hereof shall pay bear interest on the unpaid principal amount of each Alternate Base Rate Loan and LIBOR Rate Loan Daily Balance thereof (from the date of such Loan until such Loan shall be paid in full, at incurrence through but excluding the following rates per annumdate of repayment or prepayment (whether by acceleration or otherwise)) as follows: (i) if such Loan is an Alternate Base Rate Loan, a variable rate per annum equal at all times to the Alternate Base Rate in effect from time to time plus the Applicable Percentage, payable quarterly in arrears on March 31, June 30, September 30 and December 31 while such Alternate Base Rate Loan is outstanding and on the date such Alternate Base Rate Loan shall be Converted or paid in full; and (ii) if such Loan relevant Obligation is a LIBOR Rate LoanLoan denominated in Dollars, a fixed rate per annum during the Interest Period equal to the LIBOR Rate for such Interest Period plus the Applicable Percentage, payable on the last day of the Interest Period (and, if such Interest Period extends over three months, at the end of each three-month interval during such Interest Period) and on the date such LIBOR Rate Loan shall be Converted or paid in full. (b) Notwithstanding anything to the contrary contained in this Agreement or any other Loan Document, for each day following the occurrence and during the continuance of an Event of Default, the outstanding principal of and (to the extent permitted by Applicable Law) overdue interest on the Loans shall bear interest at a per annum rate equal to the Default RateLIBOR Rate plus the Applicable Margin for LIBOR Rate Loans, (ii) if the relevant Obligation is a LIBOR Rate Loan denominated in Euros, payable on demandat a per annum rate equal to the LIBOR Rate plus the Applicable Margin for LIBOR Rate Loans, (iii) if the relevant Obligation is a Swingline Loan, a per annum rate equal to the overnight LIBO Rate plus its Applicable Margin for Overnight LIBO Loans, and (iv) otherwise in respect of Revolver Obligations, at a per annum rate equal to the Base Rate plus the Applicable Margin for Base Rate Loans. (cII) Interest with respect to Alternate Base Rate Loans due and payable in accordance with clause (a)(i) above Except as otherwise set forth herein, each Term Advance shall accrue bear interest on the unpaid principal amount thereof from the first day of such quarter until the last day of such quarter. Interest with respect to LIBOR Rate Loans due and payable in accordance with clause (a)(ii) above shall accrue from the first day of such Interest Period to date made through but excluding the date of repayment (whether by acceleration or otherwise) thereof at a per annum rate equal to 9.0%. (III) Interest on each Term Advance shall accrue on a daily basis as provided in Section 2.6(e) and shall be payable in arrears, in cash, on (i) the last day Business Day of such Interest Periodeach calendar month, or(ii) upon any prepayment of that Term Advance, if applicablewhether voluntary or mandatory, to the end extent accrued on the amount being prepaid, and (iii) at maturity of each such three-month intervalthe Term Advances, including final maturity thereof.

Interest Rates. Except as provided in clause (c) below, all Obligations (except for undrawn Letters of Credit and except for Bank Product Obligations) that have been charged to the Loan Account pursuant to the terms hereof shall bear interest on the Daily Balance thereof as follows: (a) The Borrower shall pay interest on if the unpaid principal amount relevant Obligation is a portion of each Alternate an Advance that is a Base Rate Loan and LIBOR Rate Loan from the date of such Loan until such Loan shall be paid (or interest thereon or fees charged in fullconnection therewith), at the following rates per annum: (i) if such Loan is an Alternate Base Rate Loan, a variable rate per annum equal at all times to the Alternate Base Rate in effect from time to time plus the Applicable Percentage, payable quarterly in arrears on March 31, June 30, September 30 and December 31 while such Alternate Base Rate Loan is outstanding and on the date such Alternate Base Rate Loan shall be Converted or paid in full; and (ii) if such Loan is a LIBOR Rate Loan, a fixed rate per annum during the Interest Period equal to the LIBOR Rate for such Interest Period plus the Applicable Percentage, payable on the last day of the Interest Period (and, if such Interest Period extends over three months, at the end of each three-month interval during such Interest Period) and on the date such LIBOR Rate Loan shall be Converted or paid in full. (b) Notwithstanding anything to the contrary contained in this Agreement or any other Loan Document, for each day following the occurrence and during the continuance of an Event of Default, the outstanding principal of and (to the extent permitted by Applicable Law) overdue interest on the Loans shall bear interest at a per annum rate equal to the Default RateBase Rate plus the Base Rate Margin; (b) if the relevant Obligation is a portion of an Advance that is a LIBOR Rate Loan (or interest thereon or fees charged in connection therewith), payable on demand.at a per annum rate equal to the LIBOR Rate plus the LIBOR Rate Margin, (c) Interest with respect if the relevant Obligation is the Term Loan (inclusive of any Term Loan PIK Amount theretofore so added) or interest thereon or fees charged in connection therewith), at a per annum rate equal to Alternate the Base Rate Loans due plus the Base Rate Term Loan Margin; provided, however, that so long as no Event of Default has occurred and payable is continuing, that portion of such interest equal to 2.0 percentage points per annum shall, in accordance with clause the absence of an election by the Administrative Borrower to pay such interest in cash, be paid-in-kind by being added to the principal balance of the Term Loan (a)(iinclusive of any Term Loan PIK Amount theretofore so added); provided further, however, prior to the maturity of the Term Loan, Borrowers may elect to pay all accrued and unpaid interest under this Section 2.6(a)(iii) above in cash so long as (A) Agent shall accrue from have received at least 5 Business Day's prior written notice of such election, (B) no Event of Default shall have occurred and be continuing at the time such election is to become effective, and (C) both before and after making such interest payment Borrowers have Excess Availability of no less than (x) $3,000,000 during the In Season Period, (y) $6,500,000 during the Initial Seasonal Overadvance Period, or (z) $5,000,000 during the Remaining Seasonal Overadvance Period, as applicable; and The foregoing notwithstanding, at no time shall any portion of the Advances bear interest on the Daily Balance thereof at a per annum rate less than 5.25%, at no time prior to the first day anniversary of such quarter until the last day Closing Date shall any portion of such quarter. Interest with respect to LIBOR Rate Loans due the Term Loan (inclusive of any Term Loan PIK Amount theretofore so added) bear interest on the Daily Balance thereof at a per annum rate less than 11.75% plus the Triggering Percentage, at no time on and payable in accordance with clause (a)(ii) above shall accrue from after the first day anniversary of such Interest Period to but excluding the last day of such Interest Period, or, if applicable, Closing Date and prior to the end second anniversary of each the Closing Date shall any portion of the Term Loan (inclusive of the Term Loan PIK amount theretofore so added) bear interest on the Daily Balance thereof at a per annum rate less than 13.75% plus the Triggering Percentage, and at no time on and after the second anniversary of the Closing Date shall any portion of the Term Loan (inclusive of the Term Loan PIK Amount theretofore so added) bear interest on the Daily Balance thereof at a per annum rate less than 15.75% plus the Triggering Percentage. To the extent that interest accrued hereunder at the rate set forth herein would be less than the foregoing minimum daily rate, the interest rate chargeable hereunder for such three-month intervalday automatically shall be deemed increased to the minimum rate.

Interest Rates. (a) The Borrower Each CP Rate Loan shall pay bear interest on the unpaid outstanding principal amount thereof from and including the first day of each the CP Tranche Period applicable thereto selected in accordance with ARTICLE II of this Agreement to (but not including) the last day of such CP Tranche Period at the applicable CP Rate. (b) Each Eurodollar Loan shall bear interest on the outstanding principal amount thereof from and including the first day of the Interest Period applicable thereto selected in accordance with ARTICLE II of this Agreement to (but not including) the last day of such Interest Period at a rate per annum equal to the sum of (i) the applicable Eurodollar Rate (Reserve Adjusted) for such Interest Period plus (ii) the LIBOR Spread (as defined in the Fee Letter). (c) Each Alternate Base Rate Loan shall bear interest on the outstanding principal amount thereof, for each day from and LIBOR Rate Loan from including the date of such Loan until such Loan shall be paid in full, at the following rates per annum: (i) if such Loan is an Alternate Base Rate Loan, made to but excluding the date it is paid at a variable rate per annum equal at all times to the Alternate Base Rate for such day. Changes in effect from time to time plus the Applicable Percentage, payable quarterly in arrears rate of interest on March 31, June 30, September 30 and December 31 while such Alternate Base Rate Loan is outstanding and on Loans will take effect simultaneously with each change in the date such Alternate Base Rate Loan shall be Converted or paid in full; and (ii) if such Loan is a LIBOR Rate Loan, a fixed rate per annum during the Interest Period equal to the LIBOR Rate for such Interest Period plus the Applicable Percentage, payable on the last day of the Interest Period (and, if such Interest Period extends over three months, at the end of each three-month interval during such Interest Period) and on the date such LIBOR Rate Loan shall be Converted or paid in fullRate. (bd) Notwithstanding anything to the contrary contained in this Agreement SECTIONS 1.3(a), (b) or any other Loan Document(c), for each day following upon the occurrence and during the continuance of an Event of Default, and during the outstanding principal of and (to the extent permitted by Applicable Law) overdue interest on the Loans continuance thereof, all Obligations shall bear interest interest, payable upon demand, at a per annum rate equal to the Default Rate, payable on demand. (ce) Interest with respect to Alternate Base Rate Loans due and at any of the aforementioned rates shall be calculated for actual days elapsed on the basis of a 360-day year. Interest shall be payable in accordance with clause (a)(i) above shall accrue from for the first day a Loan is made but not for the day of any payment on the amount paid if payment is received prior to noon (local time) at the place of payment. If any payment of principal of or interest on a Loan shall become due on a day which is not a Business Day, such quarter until payment shall be made on the last day next succeeding Business Day and, in the case of a principal payment, such quarter. Interest extension of time shall be included in computing interest in connection with respect to LIBOR Rate Loans due and payable in accordance with clause (a)(ii) above shall accrue from the first day of such Interest Period to but excluding the last day of such Interest Period, or, if applicable, to the end of each such three-month intervalpayment.

Interest Rates. (a) The Borrower Each Base Rate Loan shall pay bear interest on the unpaid outstanding principal amount of thereof, for each Alternate Base Rate Loan and LIBOR Rate Loan day from the date of such Loan until such Loan shall be paid in full, at the following rates per annum: (i) if such Loan is an Alternate Base Rate Loanmade until the date it is repaid or converted into a Euro-Dollar Loan pursuant to Section 2.6 or at the Maturity Date, at a variable rate per annum equal at all times to the Alternate Base Rate in effect from time to time plus the Applicable PercentageMargin for Base Rate Loans for such day. Such interest shall be payable on the last Business Day of each March, payable quarterly in arrears on March 31, June 30June, September 30 and December 31 while such Alternate Base Rate Loan is outstanding and on the date such Alternate Base Rate Maturity Date. (b) Subject to Section 8.1, each Euro-Dollar Loan shall be Converted or paid in full; and (ii) if such Loan is a LIBOR Rate Loanbear interest on the outstanding principal amount thereof, a fixed rate per annum for each day during the Interest Period applicable thereto, at a rate per annum equal to the LIBOR Rate sum of the Applicable Margin for Euro-Dollar Loans for such day plus the Euro-Dollar Rate applicable to such Interest Period. Such interest shall be payable for each Interest Period plus the Applicable Percentage, payable on the last day of the Interest Period (thereof and, if such Interest Period extends over is longer than three months, at intervals of three months after the end of each three-month interval during such Interest Period) and first day thereof, as well as on the date of any prepayment of any such Euro-Dollar Loan. (c) Subject to Section 8.1, each Money Market LIBOR Loan shall bear interest on the outstanding principal amount thereof, for the Interest Period applicable thereto, at a rate per annum equal to the sum of the Euro-Dollar Rate for such Interest Period (determined in accordance with Section 2.7(b) as if the related Money Market LIBOR Borrowing were a Euro-Dollar Borrowing) plus (or minus) the Money Market Margin quoted by the Bank making such Loan in accordance with Section 2.3. Each Money Market Absolute Rate Loan shall bear interest on the outstanding principal amount thereof, for the Interest Period applicable thereto, at a rate per annum equal to the Money Market Absolute Rate quoted by the Bank making such Loan in accordance with Section 2.3. Such interest shall be payable for each Interest Period on the last day thereof and, if such Interest Period is longer than one month, at intervals of one month after the first day thereof. Any overdue principal of or interest on any Money Market Loan shall bear interest, payable on demand, for each day until paid at a rate per annum equal to the Base Rate until (in the case of a failure to pay interest) such failure shall become an Event of Default and thereafter (or immediately in the case of the failure to pay principal) at a rate per annum equal to the sum of 2% plus the Base Rate for such day. (d) Subject to Section 8.1, each LIBOR Rate Loan shall be Converted or paid in full. (b) Notwithstanding anything to bear interest on the contrary contained in this Agreement or any other Loan Documentoutstanding principal amount thereof, for each day following from the occurrence date such Loan is made until the date it is repaid or converted into a Euro-Dollar Loan pursuant to Section 2.6 or at the Maturity Date, at a rate per annum equal to the LIBOR Daily Floating Rate plus the Applicable Margin for Euro-Dollar Loans for such day. Such interest shall be payable on the last Business Day of each March, June, September and during December and on the continuance of an Maturity Date. (e) In the event that, and for so long as, any Event of DefaultDefault shall have occurred and be continuing, the outstanding principal amount of and (the Loans, and, to the extent permitted by Applicable Law) applicable law, overdue interest on the Loans in respect of all Loans, shall bear interest at a per annum the annual rate equal to the sum of the Base Rate and two percent (2%) (the “Default Rate, payable on demand”). (cf) Interest with respect to Alternate Base Rate Loans due and payable in accordance with clause (a)(i) above The Administrative Agent shall accrue from the first day of such quarter until the last day of such quarter. Interest with respect to LIBOR Rate Loans due and payable in accordance with clause (a)(ii) above shall accrue from the first day of such Interest Period to but excluding the last day of such Interest Period, or, if applicable, determine each interest rate applicable to the end Loans hereunder. The Administrative Agent shall give prompt notice to the Borrower and the Banks of each such three-month intervalrate of interest so determined, and its determination thereof shall be conclusive in the absence of demonstrable error.

Interest Rates. (a) The Borrower shall pay So long as no Event of Default has occurred and is continuing, interest on the unpaid principal amount each advance hereunder shall accrue at one of each Alternate Base Rate Loan and LIBOR Rate Loan from the date of such Loan until such Loan shall be paid in full, at the following per annum rates per annum: selected by Borrower (i) if upon notice to Lender, the prime rate announced by Lender from time to time, as and when such Loan is an Alternate Base rate changes (a “Prime Rate Loan”); or (ii) upon a minimum of two New York Banking Days prior notice, 2.5% plus the 1, 2 or 3 month LIBOR rate quoted by Lender from Telerate Page 3750 or any successor thereto (which shall be the LIBOR rate in effect two New York Banking Days prior to commencement of the advance), adjusted for any reserve requirement and any subsequent costs arising from a variable change in government regulation (a “LIBOR Rate Loan”). So long as any Event of Default has occurred and is continuing, each advance shall bear interest at a rate per annum equal at all times to the Alternate Base Rate in effect from time rate otherwise applicable to time such advance plus the Applicable Percentage, 2%. Interest shall be payable quarterly monthly in arrears on March 31the first (1st) day of each month and at the maturity of each Note. From and after the maturity of each Note, June 30whether by reason of acceleration or otherwise, September 30 and December 31 while such Alternate Base Rate Loan is outstanding and on the date such Alternate Base Rate each Loan shall be Converted or bear interest, payable on demand, for each day until paid in full; andat a rate per annum equal to the rate otherwise applicable to such Loan plus 2%. (iib) if such In the event Borrower does not timely select another interest rate option at least two New York Banking Days before the end of the Loan is Period for a LIBOR Rate Loan, a fixed rate per annum during Lender may at any time after the Interest end of the Loan Period equal to convert the LIBOR Rate Loan to a Prime Rate Loan, but until such conversion, the funds advanced under the LIBOR Rate Loan shall continue to accrue interest at the same rate as the interest rate in effect for such Interest Period plus the Applicable Percentage, payable on the last day of the Interest Period (and, if such Interest Period extends over three months, at LIBOR Rate Loan prior to the end of each three-month interval during the Loan Period. (c) No LIBOR Rate Loan may extend beyond the maturity of the applicable Note. In any event, if the Loan Period for a LIBOR Rate Loan should happen to extend beyond the maturity of the Note, such Interest Period) and on Loan must be prepaid at the date such time the Note matures. Lender’s internal records of applicable interest rates shall be determinative in the absence of manifest error. The initial LIBOR Rate Loan shall be Converted or paid in fulla minimum principal amount of $1,000,000, and each subsequent LIBOR Rate Loan shall be in a minimum principal amount of $100,000. The aggregate number of LIBOR Rate Loans in effect at any one time may not exceed four (4). (bd) Notwithstanding anything to the contrary contained in this Agreement or any other Loan Document, for each day following the occurrence and during the continuance of an Event of Default, the outstanding principal of and (to the extent permitted by Applicable Law) overdue interest on the Loans shall bear interest at If a per annum rate equal to the Default Rate, payable on demand. (c) Interest with respect to Alternate Base Rate Loans due and payable in accordance with clause (a)(i) above shall accrue from the first day of such quarter until the last day of such quarter. Interest with respect to LIBOR Rate Loans due and payable in accordance with clause (a)(ii) above shall accrue from the first day of such Interest Period to but excluding the last day of such Interest Period, or, if applicable, Loan is prepaid prior to the end of each the Loan Period, as defined above, for such threeLoan, whether voluntarily or because prepayment is required due to the applicable Note maturing or due to acceleration of the Note upon default or otherwise, Borrower agrees to pay all of Lender’s costs, expenses and Interest Differential (as determined by Bank) incurred as a result of such prepayment. Because of the short-month intervalterm nature of this facility, Borrower agrees that the Interest Differential shall not be discounted to its present value. Any prepayment of a LIBOR Rate Loan shall be in an amount equal to the remaining entire principal balance of such Loan.

Interest Rates. (a) The Borrower shall pay interest on the unpaid principal amount of each Alternate Base Rate Loan and LIBOR Rate Loan from the date of such Loan until such Loan shall be paid in full, at the following rates per annum: (i) if such Loan is an Alternate Base Rate Loan, a variable rate per annum equal at all times to the Alternate Base Rate in effect from time to time plus the Applicable Percentage, payable quarterly in arrears on March 31, June 30, September 30 LEGAL02/33561677v8 and December 31 while such Alternate Base Rate Loan is outstanding and on the date such Alternate Base Rate Loan shall be Converted or paid in full; and (ii) if such Loan is a LIBOR Rate Loan, a fixed rate per annum during the Interest Period equal to the LIBOR Rate for such Interest Period plus the Applicable Percentage, payable on the last day of the Interest Period (and, if such Interest Period extends over three months, at the end of each three-month interval during such Interest Period) and on the date such LIBOR Rate Loan shall be Converted or paid in full. (b) Notwithstanding anything to the contrary contained in this Agreement or any other Loan Document, for each day following the occurrence and during the continuance of an Event of Default, the outstanding principal of and (to the extent permitted by Applicable Law) overdue interest on the Loans shall bear interest at a per annum rate equal to the Default Rate, payable on demand. (c) Interest with respect to Alternate Base Rate Loans due and payable in accordance with clause (a)(i) above shall accrue from the first day of such quarter until the last day of such quarter. Interest with respect to LIBOR Rate Loans due and payable in accordance with clause (a)(ii) above shall accrue from the first day of such Interest Period to but excluding the last day of such Interest Period, or, if applicable, to the end of each such three-month interval.

Interest Rates. (a) The Borrower All outstanding Obligations shall pay bear interest on the unpaid principal amount of each Alternate Base Rate Loan and LIBOR Rate Loan from the date of such Loan until such Loan shall be paid in fullthereof (including, at the following rates per annum: (i) if such Loan is an Alternate Base Rate Loan, a variable rate per annum equal at all times to the Alternate Base Rate in effect from time to time plus the Applicable Percentage, payable quarterly in arrears on March 31, June 30, September 30 and December 31 while such Alternate Base Rate Loan is outstanding and on the date such Alternate Base Rate Loan shall be Converted or paid in full; and (ii) if such Loan is a LIBOR Rate Loan, a fixed rate per annum during the Interest Period equal to the LIBOR Rate for such Interest Period plus the Applicable Percentage, payable on the last day of the Interest Period (and, if such Interest Period extends over three months, at the end of each three-month interval during such Interest Period) and on the date such LIBOR Rate Loan shall be Converted or paid in full. (b) Notwithstanding anything to the contrary contained in this Agreement or any other Loan Document, for each day following the occurrence and during the continuance of an Event of Default, the outstanding principal of and (to the extent permitted by Applicable Law) overdue law, on interest on such Loans not paid when due) from the Loans date made until paid in full in cash. All Obligations shall bear interest at a rate determined by reference to the Reference Rate or the LIBO Rate and Sections 3.1(a)(1), (2), or (3), as applicable, but not to exceed the Maximum Rate. Subject to the provisions of Section 3.2 and the other terms and provisions of this Agreement, any of the Loans may be converted into, or continued as, Reference Rate Loans or LIBOR Loans in the manner provided in Section 3.2. If at any time Loans are outstanding with respect to which notice has not been delivered to the Agent in accordance with the terms of this Agreement specifying the basis for determining the interest rate applicable thereto, then those Loans shall be Reference Rate Loans and shall bear interest at a rate determined by reference to the Reference Rate until notice to the contrary has been given to the Agent and such notice has become effective. Except as otherwise provided herein, the outstanding Obligations shall bear interest as follows: (1) For all Revolving Loans (other than Seasonal Revolving Loans) during any period for which they are Reference Rate Loans, at a per annum rate equal to three-quarters of one percent (0.75%) plus the Default Reference Rate, payable on demand.and during any period for which they are LIBOR Loans, at a per annum rate equal to two and three quarters percent (2.75%) plus the LIBO Rate determined for the applicable Interest Period; (c2) For all Seasonal Revolving Loans, at a per annum rate equal to one and one-quarter percent (1.25%) plus the Reference Rate; and (3) For all Capital Expenditure Loans, at a per annum rate equal to one percent (1.00%) plus the Reference Rate. Except as otherwise provided herein, all outstanding Obligations other than Loans shall bear interest at the rate applicable from time to time to Revolving Loans which are Reference Rate Loans. Each change in the Reference Rate shall be reflected in each interest rate based upon the Reference Rate as of the effective date of such change. All interest charges shall be computed on the basis of a year of 360 days and actual days elapsed. Except as otherwise provided herein, (A) interest accrued on each LIBOR Loan shall be payable in arrears on each LIBOR Interest with respect Payment Date applicable to Alternate Base such LIBOR Loan and upon payment thereof in full, and (B) interest accrued on the Reference Rate Loans due and will be payable in accordance with clause (a)(i) above shall accrue from arrears on the first day of such quarter until the last day of such quarter. Interest with respect to LIBOR Rate Loans due and payable in accordance with clause (a)(ii) above shall accrue from the first day of such Interest Period to but excluding the last day of such Interest Period, or, if applicable, to the end of each such three-month intervalhereafter.

Interest Rates. (a) The Borrower Each Base Rate Loan shall pay bear interest on the unpaid outstanding principal amount of thereof, for each Alternate Base Rate Loan and LIBOR Rate Loan day from the date of such Loan until such Loan shall be paid in full, at the following rates per annum: (i) if such Loan is an Alternate Base Rate Loanmade until the date it is repaid or converted into a Euro-Dollar Loan pursuant to Section 2.6 or at the Maturity Date, at a variable rate per annum equal at all times to the Alternate Base Rate in effect from time to time plus the Applicable Percentage, payable quarterly in arrears on March 31, June 30, September 30 and December 31 while such Alternate Margin for Base Rate Loan is outstanding and Loans for such day. Such interest shall be payable on the date such Alternate Base Rate first Business Day of each month. (b) Subject to Section 8.1, each Euro-Dollar Loan shall be Converted or paid in full; and (ii) if such Loan is a LIBOR Rate Loanbear interest on the outstanding principal amount thereof, a fixed rate per annum for each day during the Interest Period applicable thereto, at a rate per annum equal to the sum of the Applicable Margin for Euro-Dollar Loans for such day plus the Euro-Dollar Rate applicable to such Interest Period. Such interest shall be payable on the first Business Day of each month, as well as on the date of any prepayment of any such Euro-Dollar Loan. (c) Subject to Section 8.1, each Money Market LIBOR Loan shall bear interest on the outstanding principal amount thereof, for the Interest Period applicable thereto, at a rate per annum equal to the sum of the Euro-Dollar Rate for such Interest Period (determined in accordance with Section 2.7(b) as if the related Money Market LIBOR Borrowing were a Euro-Dollar Borrowing) plus (or minus) the Applicable PercentageMoney Market Margin quoted by the Bank making such Loan in accordance with Section 2.3. Each Money Market Absolute Rate Loan shall bear interest on the outstanding principal amount thereof, for the Interest Period applicable thereto, at a rate per annum equal to the Money Market Absolute Rate quoted by the Bank making such Loan in accordance with Section 2.3. Such interest shall be payable for each Interest Period on the last day of the Interest Period (thereof and, if such Interest Period extends over three monthsis longer than one month, at intervals of one month after the end first day thereof. Any overdue principal of each three-month interval during such Interest Period) and or interest on the date such LIBOR Rate any Money Market Loan shall be Converted or paid in full. (b) Notwithstanding anything to the contrary contained in this Agreement or any other Loan Documentbear interest, payable on demand, for each day following until paid at a rate per annum equal to the occurrence and during Base Rate until (in the continuance case of a failure to pay interest) such failure shall become an Event of DefaultDefault and thereafter (or immediately in the case of the failure to pay principal) at a rate per annum equal to the sum of 2% plus the Base Rate for such day. (d) In the event that, and for so long as, any Event of Default shall have occurred and be continuing, the outstanding principal amount of and (the Loans, and, to the extent permitted by Applicable Law) applicable law, overdue interest on the Loans in respect of all Loans, shall bear interest at a per annum the annual rate equal to the sum of the Base Rate and two percent (2%) (the “Default Rate, payable on demand”). (ce) Interest with respect to Alternate Base Rate Loans due and payable in accordance with clause (a)(i) above The Administrative Agent shall accrue from the first day of such quarter until the last day of such quarter. Interest with respect to LIBOR Rate Loans due and payable in accordance with clause (a)(ii) above shall accrue from the first day of such Interest Period to but excluding the last day of such Interest Period, or, if applicable, determine each interest rate applicable to the end Loans hereunder. The Administrative Agent shall give prompt notice to the Borrower and the Banks of each such three-month intervalrate of interest so determined, and its determination thereof shall be conclusive in the absence of demonstrable error.

Interest Rates. (a) The Borrower Each Base Rate Loan shall pay bear interest on the unpaid outstanding principal amount of thereof, for each Alternate Base Rate Loan and LIBOR Rate Loan day from the date of such Loan until such Loan shall be paid in full, at the following rates per annum: (i) if such Loan is an Alternate Base Rate Loanmade until it becomes due, at a variable rate per annum equal at all times to the Alternate Base Rate in effect from time to time plus the Applicable Percentage, for such day. Such interest shall be payable quarterly in arrears at maturity and on March 31, June 30, September 30 and December 31 while such Alternate each Quarterly Date prior to maturity. Any overdue principal of or overdue interest on any Base Rate Loan (and any other overdue amount for which no other rate of interest is outstanding and specified herein) shall bear interest, payable on the date such Alternate Base Rate Loan shall be Converted or demand, for each day until paid in full; and (ii) if such Loan is at a LIBOR Rate Loan, a fixed rate per annum during the Interest Period equal to the LIBOR sum of 2% plus the rate otherwise applicable to Base Rate Loans for such day. (b) Each Euro-Currency Loan shall bear interest on the outstanding principal amount thereof, for each day during each Interest Period applicable thereto, at a rate per annum equal to the sum of the Euro-Currency Margin for such day plus the Applicable Percentage, Adjusted LIBO Rate applicable to such Interest Period. Such interest shall be payable for each Interest Period on the last day of the Interest Period (thereof and, if such Interest Period extends over is longer than three months, at intervals of three months after the end of each three-month interval during such Interest Period) and on the date such LIBOR Rate Loan shall be Converted or paid in full. (b) Notwithstanding anything to the contrary contained in this Agreement or any other Loan Document, for each first day following the occurrence and during the continuance of an Event of Default, the outstanding principal of and (to the extent permitted by Applicable Law) overdue interest on the Loans shall bear interest at a per annum rate equal to the Default Rate, payable on demandthereof. (c) Interest with respect Any overdue principal of or interest on any Euro-Currency Loan shall bear interest, payable on demand, for each day until paid at a rate per annum equal to Alternate Base the higher of (i) the sum of 2% plus the Euro-Currency Margin for such day plus the Adjusted LIBO Rate Loans applicable to such Loan at the date such payment was due and payable in accordance with clause (a)(iii) above shall accrue from the first sum of 2% plus the Euro-Currency Margin for such day plus the quotient obtained (rounded upward, if necessary, to the next higher 1/100 of such quarter until 1%) by dividing (x) the last rate per annum at which one day of such quarter. Interest with respect to LIBOR Rate Loans due and payable in accordance with clause (a)(ii) above shall accrue from the first day of such Interest Period to but excluding the last day of such Interest Period, or, if applicablesuch amount due remains unpaid more than three Euro-Currency Business Days, then for such other period of time not longer than three months as the Administrative Agent may select) deposits in the relevant currency in an amount approximately equal to such overdue payment are offered by the Administrative Agent in the London interbank market for the applicable period determined as provided above by (y) 1.00 minus the Statutory Reserve Rate. (d) Each Swingline Loan shall bear interest on the outstanding principal amount thereof, for each day during the Interest Period applicable thereto, at a rate per annum equal to the end Base Rate for such day or such other rate as may be from time to time determined by mutual agreement between the Swingline Lender and the Borrower. Any interest on any Swingline Loans shall be payable on each Quarterly Date and on the Termination Date. Any overdue principal of or interest on any Swingline Loan shall bear interest, payable on demand, for each day until paid at a rate per annum equal to the sum of 2% plus the Base Rate for such day. (e) The Administrative Agent shall determine each interest rate applicable to the Loans hereunder. The Administrative Agent shall give prompt notice to the Borrower and the participating Lenders of each such three-month intervalrate of interest so determined, and its determination thereof shall be conclusive in the absence of manifest error.

Interest Rates. (a) The Borrower Each Base Rate Loan shall pay bear interest on the unpaid outstanding principal amount of thereof, for each Alternate Base Rate Loan and LIBOR Rate Loan day from the date of such Loan until such Loan shall be paid in full, at the following rates per annum: (i) if such Loan is an Alternate Base Rate Loanmade until it becomes due, at a variable rate per annum equal at all times to the Alternate Base Rate in effect from time to time for such day plus the Applicable Percentage, Margin for Base Rate Loans. Such interest shall be payable quarterly in arrears on March 31, June 30, September 30 and December 31 each Quarterly Payment Date while such Alternate Base Rate Loan is outstanding and on the date such Alternate Base Rate Loan is converted to a Eurodollar Loan. Any overdue principal of and, to the extent permitted by applicable law, overdue interest on any Base Rate Loan shall be Converted or bear interest, payable on demand, for each day until paid in full; and (ii) if such Loan is at a LIBOR Rate Loan, a fixed rate per annum during equal to the Default Rate. (b) Each Eurodollar Loan shall bear interest on the outstanding principal amount thereof, for the Interest Period applicable thereto, at a rate per annum equal to the LIBOR sum of the Applicable Margin for Eurodollar Loans plus the applicable Adjusted London Interbank Offered Rate for such Interest Period. Such interest shall be payable for each Interest Period plus the Applicable Percentage, payable on the last day of the Interest Period (thereof and, if such Interest Period extends over is longer than three (3) months, at intervals of three (3) months after the end first day thereof. Any overdue principal of each three-month interval during such Interest Period) and and, to the extent permitted by law, overdue interest on the date such LIBOR Rate any Eurodollar Loan shall be Converted or paid in full. (b) Notwithstanding anything to the contrary contained in this Agreement or any other Loan Documentbear interest, payable on demand, for each day following until paid at a rate per annum equal to the Default Rate. (c) The Administrative Agent shall determine each interest rate applicable to the Loans hereunder and its determination thereof shall be conclusive in the absence of manifest error. (d) After the occurrence and during the continuance of an Event of Default, the outstanding principal amount of and the Loans (and, to the extent permitted by Applicable Lawapplicable law, all accrued interest thereon) overdue interest on may, at the Loans shall election of the Required Lenders, bear interest at a per annum rate equal to the Default Rate, payable on demand. (c) Interest with respect to Alternate Base Rate Loans due and payable in accordance with clause (a)(i) above shall accrue from the first day of such quarter until the last day of such quarter. Interest with respect to LIBOR Rate Loans due and payable in accordance with clause (a)(ii) above shall accrue from the first day of such Interest Period to but excluding the last day of such Interest Period, or, if applicable, to the end of each such three-month interval.

Interest Rates. (a) The Borrower Each Base Rate Loan shall pay bear interest on the unpaid outstanding principal amount of thereof, for each Alternate Base Rate Loan and LIBOR Rate Loan day from the date of such Loan until such Loan shall be paid in full, at the following rates per annum: (i) if such Loan is an Alternate Base Rate Loanmade until it becomes due, at a variable rate per annum equal at all times to the Alternate sum of the Applicable Margin for such day plus the Base Rate in effect from time to time plus the Applicable Percentage, for such day. Such interest shall be payable quarterly in arrears on March 31each Quarterly Payment Date, June 30, September 30 and December 31 while such Alternate Base Rate Loan is outstanding at maturity and on the date such Alternate of termination of the Commitments in their entirety. Any overdue principal of or overdue interest on any Base Rate Loan shall be Converted or bear interest, payable on demand, for each day until paid in full; and (ii) if such Loan is at a LIBOR Rate Loan, a fixed rate per annum during the Interest Period equal to the LIBOR sum of 1% plus the Applicable Margin for such day plus the Base Rate for such day. (b) Each Euro-Dollar Loan shall bear interest on the outstanding principal amount thereof, for each day during each Interest Period applicable thereto, at a rate per annum equal to the sum of the Applicable Margin for such day plus the Applicable Percentage, London Interbank Offered Rate applicable to such Interest Period. Such interest shall be payable for each Interest Period on the last day of the Interest Period (thereof and, if such Interest Period extends over is longer than three months, at intervals of three months after the end first day thereof. Upon any determination or giving of each three-month interval during such Interest Periodnotice in respect of clauses (i), (ii) or (iii) in Section 8.01(b) and on the date such LIBOR until a Replacement Rate Loan shall be Converted determined in accordance with Section 8.01(b), (i) the obligation of the Lenders to make or paid maintain Euro-Dollar Loans shall be suspended, (ii) the LIBOR Market Index Rate component shall no longer be utilized in full. determining the Base Rate and (biii) Notwithstanding anything any request by the Borrower to the contrary contained borrow Swingline Loans shall be ineffective. Upon any determination or giving of notice in this Agreement respect of clauses (i), (ii) or any other Loan Document, for each day following the occurrence and during the continuance of an Event of Default(iii) in Section 8.01(b), the outstanding principal Borrower may revoke any pending Notice of and Borrowing of, conversion to or continuation of Euro-Dollar Loans (to the extent permitted by Applicable Lawof the affected Euro-Dollar Loans or Interest Periods) overdue interest on the Loans shall bear interest at or, failing that, will be deemed to have converted such request into a per annum rate equal request for a Base Rate Borrowing (subject to the Default Rate, payable on demand. (c) Interest with respect to Alternate Base Rate Loans due and payable in accordance with foregoing clause (a)(iii)) above shall accrue from in the first day of such quarter until the last day of such quarter. Interest with respect to LIBOR Rate Loans due and payable in accordance with clause (a)(ii) above shall accrue from the first day of such Interest Period to but excluding the last day of such Interest Period, or, if applicable, to the end of each such three-month intervalamount specified therein.

Interest Rates. (a) The Borrower Each Base Rate Loan shall pay bear interest on the unpaid outstanding principal amount of thereof, for each Alternate Base Rate Loan and LIBOR Rate Loan day from the date of such Loan until such Loan shall be paid in full, at the following rates per annum: (i) if such Loan is an Alternate Base Rate Loanmade until the date it is repaid or converted into a Euro-Dollar Loan pursuant to Section 2.6, at a variable rate per annum equal at all times to the Alternate Base Rate in effect from time to time plus the Applicable Percentage, payable quarterly in arrears on March 31, June 30, September 30 and December 31 while such Alternate Margin for Base Rate Loans for such day. (b) Each Euro-Dollar Loan is outstanding and shall bear interest on the date such Alternate Base Rate Loan shall be Converted or paid in full; and (ii) if such Loan is a LIBOR Rate Loanoutstanding principal amount thereof, a fixed rate per annum for each day during the Interest Period applicable thereto, at a rate per annum equal to the LIBOR sum of the Applicable Margin for Euro-Dollar Loans for such day plus the Eurodollar Rate applicable to such Interest Period. (c) Subject to Section 8.1, each Money Market IBOR Loan shall bear interest on the outstanding principal amount thereof, for the Interest Period applicable thereto, at a rate per annum equal to the sum of the Interbank Offered Rate for such Interest Period (determined in accordance with Section 2.6(b) as if the related Money Market IBOR Borrowing were a Euro-Dollar Borrowing) plus (or minus) the Applicable PercentageMoney Market Margin quoted by the Bank making such Loan in accordance with Section 2.4. Each Money Market Absolute Rate Loan shall bear interest on the outstanding principal amount thereof, for the Interest Period applicable thereto, at a rate per annum equal to the Money Market Absolute Rate quoted by the Bank making such Loan in accordance with Section 2.4. Any overdue principal of or interest on any Money Market Loan shall bear interest, payable on the last day of the Interest Period (and, if such Interest Period extends over three months, at the end of each three-month interval during such Interest Period) and on the date such LIBOR Rate Loan shall be Converted or paid in full. (b) Notwithstanding anything to the contrary contained in this Agreement or any other Loan Documentdemand, for each day following until paid at a rate per annum equal to the occurrence and during the continuance of Base Rate until such failure shall become an Event of DefaultDefault and thereafter at a rate per annum equal to the sum of 4% plus the Base Rate for such day. (d) In the event that, and for so long as, any Event of Default shall have occurred and be continuing, the outstanding principal amount of and (the Loans, and, to the extent permitted by Applicable Law) applicable law, overdue interest on the Loans in respect of all Loans, shall bear interest at a per annum the annual rate equal to the sum of the Base Rate and four percent (4%) (the "Default Rate, payable on demand"). (ce) The Administrative Agent shall determine each interest rate applicable to the Loans hereunder. The Administrative Agent shall give prompt notice to the Borrower and the Banks of each rate of interest so determined, and its determination thereof shall be conclusive in the absence of demonstrable error. (f) Interest with respect to Alternate Base Rate on all Loans due and shall be payable in accordance with clause (a)(i) above shall accrue from on the first day of such quarter until the last day of such quarter. Interest with respect to LIBOR Rate Loans due and payable in accordance with clause (a)(ii) above shall accrue from the first day of such Interest Period to but excluding the last day of such Interest Period, or, if applicable, to the end Business Day of each such three-month interval.calendar month. 42

Interest Rates. (a) The Borrower So long as no Event of Default has been declared by Bank and is continuing, Term Note A shall pay bear interest on the unpaid principal amount of each Alternate Base Rate Loan and LIBOR Rate Loan from the date of such Loan until such Loan shall be paid in full, prior to maturity at the following rates per annum: (i) if such Loan is an Alternate Base Rate Loan, a variable rate per annum equal at all times to LIBOR (Term) plus Three Percent (3%) (determined as of the Alternate Base Rate in effect from time to time plus date hereof and fluctuating as of the Applicable Percentage, payable quarterly in arrears on March 31, June 30, September 30 and December 31 while such Alternate Base Rate Loan is outstanding and first day of each calendar quarter thereafter based on the date LIBOR (Term) effective as of such Alternate Base Rate Loan date); provided, however, that the applicable rate shall at no time be Converted or paid in full; and less that Seven Percent (ii7%) if such Loan is a LIBOR Rate Loan, a fixed rate per annum during nor greater than Eight and One-Half Percent (8.5%) per annum. From and after the Interest Period equal to the LIBOR Rate for such Interest Period plus the Applicable Percentage, payable on the last day of the Interest Period (and, if such Interest Period extends over three months, at the end of each three-month interval during such Interest Period) and on the date such LIBOR Rate Loan shall be Converted or paid in full. (b) Notwithstanding anything to the contrary contained in this Agreement or any other Loan Document, for each day following the occurrence and during the continuance declaration of an Event of DefaultDefault by Bank, so long as such Event of Default has not been cured or waived in writing by Bank, and from and after the maturity of Term Note A, whether by reason of acceleration or otherwise, the outstanding unpaid principal balance of and (to the extent permitted by Applicable Law) overdue interest on the Loans Term Note A shall bear interest until paid at a rate per annum rate equal to Two Percent (2%) over and above the Default Rate, payable on demand. (c) rate applicable immediately preceding such Event of Default. Interest shall be computed with respect to Alternate Base Rate Loans due the Term Note A on an actual day, 360-day year basis. So long as no Event of Default has been declared by Bank and payable in accordance with clause is continuing, Term Note B shall bear interest prior to maturity at a rate per annum equal to LIBOR (a)(iTerm) above shall accrue from plus Three Percent (3%) (determined as of the date hereof and fluctuating as of the first day of such each calendar quarter until thereafter based on the last day LIBOR (Term) effective as of such quarterdate); provided, however, that the applicable rate shall at no time be less that Seven Percent (7%) per annum nor greater than Eight and One-Half Percent (8.5%) per annum. From and after the declaration of an Event of Default by Bank, so long as such Event of Default has not been cured or waived in writing by Bank, and from and after the maturity of Term Note B, whether by reason of acceleration or otherwise, the unpaid principal balance of Term Note B shall bear interest until paid at a rate per annum equal to Two Percent (2%) over and above the rate applicable immediately preceding such Event of Default. Interest shall be computed with respect to LIBOR Rate Loans due and payable in accordance with clause (a)(ii) above shall accrue from the first Term Note B on an actual day, 360-day of such Interest Period to but excluding the last day of such Interest Period, or, if applicable, to the end of each such three-month intervalyear basis.

Interest Rates. (a) The Borrower Each Committed Base Rate Loan shall pay bear interest on the unpaid outstanding principal amount of each Alternate Base Rate Loan and LIBOR Rate Loan from the date of such Loan until such Loan shall be paid in full, balance thereof at the following rates per annum: (i) if such Loan is an Alternate Base Rate Loan, a variable rate per annum equal at all times to the Alternate sum of the Applicable Margin plus the Base Rate in effect from time day to time plus day, each change in the Applicable Percentage, payable quarterly in arrears on March 31, June 30, September 30 and December 31 while such Alternate Base Rate Loan is outstanding and to be effective without notice to Borrower on the effective date of each such Alternate change, provided that in no event shall the rate charged hereunder or under the Notes exceed the Maximum Lawful Rate. Interest on each Base Rate Loan shall be Converted or paid in full; andpayable as it accrues on each Quarterly Date. (iib) if such Each Eurodollar Loan is shall bear interest on the outstanding principal amount thereof, for the Interest Period applicable thereto, at a LIBOR Rate Loan, a fixed rate per annum during the Interest Period equal to the LIBOR Rate for such sum of the Applicable Margin plus the applicable Adjusted Eurodollar Rate; provided that in no event shall the rate charged hereunder or under the Notes exceed the Maximum Lawful Rate. Interest on each Eurodollar Loan having an Interest Period plus the Applicable Percentageof one, two or three months shall be payable on the last day of the Interest Period (and, if such applicable thereto. Interest on each Eurodollar Loan having an Interest Period extends over three of six, nine, or twelve months, at shall be payable on the end last day of the Interest Period applicable thereto and on each three-month interval Quarterly Date during such Interest Period) and on the date such LIBOR Rate Loan shall be Converted or paid in full. (bc) Notwithstanding anything to the contrary contained in this Agreement or any other Each Competitive Bid Loan Document, for each day following the occurrence and during the continuance of an Event of Default, the outstanding principal of and (to the extent permitted by Applicable Law) overdue interest on the Loans shall bear interest at a rate per annum rate equal to the Default fixed rate of interest offered by Bank making such Competitive Bid Loan in such Bank's Competitive Bid and accepted by Borrower pursuant to Section 2.2.1; provided, that in no event shall the rate charged hereunder or under the Notes exceed the Maximum Lawful Rate, . Interest on each Competitive Bid Loan shall be payable on demand. (c) Interest with respect to Alternate Base Rate Loans due and payable in accordance with clause (a)(i) above shall accrue from the first day of such quarter until the last day of such quarter. Interest with respect to LIBOR Rate Loans due and payable in accordance with clause (a)(ii) above shall accrue from the first day of such Interest Period to but excluding the last day of such Interest Period, or, if applicable, to the end of each such three-month intervalapplicable thereto.

Interest Rates. (a) The Borrower So long as no Event of Default under this Agreement has occurred and is continuing, each Base Rate Loan shall pay bear interest on the unpaid outstanding principal amount of thereof, for each Alternate day from the date such Base Rate Loan and LIBOR is made until it becomes due, at a rate per annum equal to the Adjusted Base Rate. Interest shall be payable monthly in arrears on the first Business Day of each calendar month commencing on the first such date after such Base Rate Loan from is made, and at the maturity of the Loans (whether by reason of acceleration or otherwise); provided, that in the event the Loans are repaid or prepaid in full and the Commitments have been terminated, then accrued interest in respect of all Base Rate Loans shall be payable together with such repayment or prepayment on the date of such Loan until such Loan shall be paid in full, at the following rates per annum:thereof. (i) if such Loan is an Alternate Base Rate Loan, a variable rate per annum equal at all times to the Alternate Base Rate in effect from time to time plus the Applicable Percentage, payable quarterly in arrears on March 31, June 30, September 30 and December 31 while such Alternate Base Rate Loan is outstanding and on the date such Alternate Base Rate Loan shall be Converted or paid in full; and (ii) if such Loan is a LIBOR Rate Loan, a fixed rate per annum during the Interest Period equal to the LIBOR Rate for such Interest Period plus the Applicable Percentage, payable on the last day of the Interest Period (and, if such Interest Period extends over three months, at the end of each three-month interval during such Interest Period) and on the date such LIBOR Rate Loan shall be Converted or paid in full. (b) Notwithstanding anything to the contrary contained in this Agreement or any other Loan Document, for each day following Immediately upon the occurrence and during the continuance of an Event of Default under Sections 7.01, 7.02, 7.07, 7.08 or (ii) at the election of the Required Banks (or the Administrative Agent at the direction of the Required Banks), upon the occurrence and during the continuance of any other Event of Default, each Base Rate Loan shall bear interest on the outstanding principal amount thereof, for each day from the date such Base Rate Loan is made until it becomes due, at a rate per annum equal to two percent (2%) over and above the Adjusted Base Rate and such default interest shall be payable on demand. From and after the maturity of and (to the extent permitted Loans, whether by Applicable Law) overdue interest on the Loans reason of acceleration or otherwise, each Base Rate Loan shall bear interest at a per annum rate equal to the Default Rateinterest, payable on demand, for each day until paid at a rate per annum equal to two percent (2%) over and above the Adjusted Base Rate. (cb) So long as no Event of Default under this Agreement has occurred and is continuing, each Term SOFR Loan shall bear interest on the outstanding principal amount thereof for each Interest with respect Period applicable thereto at a rate per annum equal to Alternate Base Rate Loans due and the Term SOFR Rate. Interest shall be payable in accordance with clause (a)(i) above shall accrue from the first day of such quarter until for each Interest Period on the last day thereof and at the maturity of the Loans (whether by reason of acceleration or otherwise); provided, that in the event all Term SOFR Loans made pursuant to a single borrowing are repaid or prepaid in full, then accrued interest in respect of such quarter. Interest Term SOFR Loans shall be payable together with respect to LIBOR Rate Loans due such repayment or prepayment on the date thereof. (i) Immediately upon the occurrence and payable in accordance with clause during the continuance of an Event of Default under Sections 7.01, 7.02, 7.07, 7.08 or (a)(iiii) above at the election of the Required Banks (or the Administrative Agent at the direction of the Required Banks), upon the occurrence and during the continuance of any other Event of Default, each Term SOFR Loan shall accrue from bear interest on the first day of such outstanding principal amount thereof for each Interest Period applicable thereto at a rate per annum equal to but excluding two percent (2%) over and above the last Term SOFR Rate and such default interest shall be payable on demand. From and after the maturity of the Loans, whether by reason of acceleration or otherwise, each Term SOFR Loan shall bear interest, payable on demand, for each day of such Interest Perioduntil paid, or, if applicable, at a rate per annum equal to two percent (2%) over and above the end of each such three-month intervalTerm SOFR Rate.

Interest Rates. (a) The Borrower All outstanding Obligations shall pay bear interest on the unpaid principal amount of each Alternate Base Rate Loan and LIBOR Rate Loan from the date of such Loan until such Loan shall be paid in fullthereof (including, at the following rates per annum: (i) if such Loan is an Alternate Base Rate Loan, a variable rate per annum equal at all times to the Alternate Base Rate in effect from time to time plus the Applicable Percentage, payable quarterly in arrears on March 31, June 30, September 30 and December 31 while such Alternate Base Rate Loan is outstanding and on the date such Alternate Base Rate Loan shall be Converted or paid in full; and (ii) if such Loan is a LIBOR Rate Loan, a fixed rate per annum during the Interest Period equal to the LIBOR Rate for such Interest Period plus the Applicable Percentage, payable on the last day of the Interest Period (and, if such Interest Period extends over three months, at the end of each three-month interval during such Interest Period) and on the date such LIBOR Rate Loan shall be Converted or paid in full. (b) Notwithstanding anything to the contrary contained in this Agreement or any other Loan Document, for each day following the occurrence and during the continuance of an Event of Default, the outstanding principal of and (to the extent permitted by Applicable Lawlaw, on interest thereon not paid when due) overdue from the date made until paid in full in cash at a rate determined by reference to the Base Rate or the LIBOR Rate and clauses (i) or (ii) of the fourth sentence of this Section 3.1(a), as applicable, but not to exceed the Maximum Rate described in Section 3.3. Subject to the provisions of Section 3.2, any of the Revolving Loans may be converted into, or continued as, Base Rate Revolving Loans or LIBOR Revolving Loans in the manner provided in Section 3.2. If at any time Revolving Loans are outstanding with respect to which notice has not been delivered to the Agent in accordance with the terms of this Agreement specifying the basis for determining the interest on the rate applicable thereto, then those Revolving Loans shall be Base Rate Revolving Loans and shall bear interest at a rate determined by reference to the Base Rate until notice to the contrary has been given to the Agent in accordance with this Agreement and such notice has become effective. Except as otherwise provided herein, the outstanding Obligations shall bear interest as follows: (i) for all Base Rate Revolving Loans and other Obligations (other than LIBOR Revolving Loans) at a fluctuating per annum rate equal to the Base Rate plus the Applicable Margin, and (ii) for all LIBOR Revolving Loans at a per annum rate equal to the Default RateLIBOR Rate plus the Applicable Margin; provided, payable on demand.however, that (cA) In the event that that the sum of outstanding Letters of Credit and outstanding Revolving Loans exceeds $150,000,000, the amount by which the Revolving Loans, when added to the outstanding Letters of Credit, exceeds $150,000,000 shall bear interest at the Interest with respect Rate otherwise applicable to Alternate Base such Revolving Loans plus one-quarter of one percent (0.25%); and (B) In the event that the Adjusted Net Earnings for the fiscal year ending on December 31, 1997 exceeds $53,000,000 and no Event of Default has occurred and is continuing, the Interest Rate on all Revolving Loans due and payable in accordance with clause shall decrease by one-quarter of one percent (a)(i0.25%) above shall accrue from the Interest Rate otherwise applicable to such Revolving Loans effective as of the first day of the month following receipt by the Agent of the certified audited financial statements reflecting such quarter until Adjusted Net Earnings (except that if such decrease was not made because of an Event of Default, then upon the last day curing thereof, and provided that the other requirements of such quarter. Interest with respect to LIBOR Rate Loans due and payable in accordance with this clause (a)(iiB) above remain satisfied, the decrease shall accrue from be made effective as of the first day of the month following the curing of the Event of Default); and (C) In the event that the Adjusted Net Earnings for the fiscal year ending on December 31, 1997 is less than $44,000,000, the Interest Rate on all Revolving Loans shall increase by one-quarter of one percent (0.25%) from the Interest Rate otherwise applicable to such Interest Period to but excluding Revolving Loans effective as of the last first day of the month following receipt of the certified audited financial statements reflecting such Adjusted Net Earnings. Each change in the Base Rate shall be reflected in the interest rate described in clause (i) above as of the effective date of such change. All interest charges shall be computed on the basis of a year of 360 days and actual days elapsed (which results in more interest being paid than if computed on the basis of a 365- day year). Interest Period, or, if applicable, to accrued on all Revolving Loans will be payable in arrears on the end first day of each such three-month intervalhereafter.

Interest Rates. (a) The Borrower Subject to clause (b) of this Section 2.06, (i) each Loan which is a Base Rate Loan shall pay bear interest on the unpaid outstanding principal amount of each Alternate Base Rate Loan and LIBOR Rate Loan from thereof, for the period commencing with the Borrowing Date up to but not including the date of such Loan until such Loan shall be paid is repaid in full, at the following rates per annum: (i) if such Loan is an Alternate Base Rate Loan, a variable rate per annum equal at all times to the Alternate Base Rate as in effect from time to time plus the Applicable Percentage, payable quarterly in arrears on March 31, June 30, September 30 time; and December 31 while such Alternate Base Rate Loan is outstanding and on the date such Alternate Base Rate Loan shall be Converted or paid in full; and (ii) if such each Loan which is a LIBOR Rate Loan, a fixed rate per annum during Loan shall bear interest on the Interest Period equal to outstanding principal amount thereof for the LIBOR Rate for such Interest Period plus period commencing on the Applicable Percentage, payable Borrowing Date thereof and ending on the last day of the Interest Period (and, if such Interest Period extends over three months, with respect thereto at the end rate of each three-month interval during 0.85% above the LIBOR Rate determined for such Interest Period) . The Borrower promises to pay interest on each Loan in arrears on each Interest Payment Date with respect thereto and on at the date maturity of such LIBOR Rate Loan shall be Converted or paid in fullLoan. (b) Notwithstanding anything to the contrary contained in this Agreement or any other Loan Document, for each day following the occurrence and during the continuance of an Event of Default, the outstanding Any overdue principal of (whether at stated maturity, by acceleration or otherwise) and (to the extent permitted by Applicable Lawapplicable law) overdue interest on the Loans and all other overdue amounts payable hereunder shall bear interest, compounded monthly and payable on demand, for each day from and including the date payment thereof was due (whether at stated maturity, by acceleration or otherwise) through and including the date of actual payment, at a rate per annum equal to the sum of two percent (2%) above the Base Rate until such amount shall be paid in full (after as well as before judgment). During the continuance of a Default or an Event of Default, the principal of the Loans which are not overdue shall, until such Default or Event of Default has been cured or remedied or such Default or Event of Default has been waived by the Required Banks pursuant to Section 9.05, bear interest at a rate per annum rate equal to the Default Rate, payable on demandgreater of (i) two percent (2%) above the rate of interest otherwise applicable to such Loans pursuant to clause (a) of this Section 2.06 and (ii) the rate of interest applicable to overdue principal. (c) Interest with respect to Alternate Base Rate Loans due and payable in accordance with clause (a)(i) above The Operations Agent shall accrue from determine the first day of such quarter until the last day of such quarter. Interest with respect to LIBOR Rate Loans due and payable in accordance with clause (a)(ii) above shall accrue from the first day of such Interest Period to but excluding the last day of such Interest Period, or, if applicable, interest rate applicable to the end Loans hereunder and its determination thereof shall be conclusive and binding for all purposes in the absence of each such three-month intervalmanifest error. (d) Notwithstanding the foregoing, in no way shall the interest rate exceed the maximum rate permitted by applicable law.

Interest Rates. (a) The Borrower Subject to Section 8.01, each EURIBOR Loan shall pay bear interest on the unpaid outstanding principal amount of thereof, for each Alternate Base Rate Loan and LIBOR Rate Loan from the date of such Loan until such Loan shall be paid in fullday during each Interest Period applicable thereto, at the following rates per annum: (i) if such Loan is an Alternate Base Rate Loan, a variable rate per annum equal at all times to the Alternate Base Rate in effect from time to time plus sum of (i) the Applicable PercentageMargin for such day, payable quarterly in arrears on March 31, June 30, September 30 and December 31 while such Alternate Base Rate Loan is outstanding and on the date such Alternate Base Rate Loan shall be Converted or paid in full; and (ii) the applicable EURIBOR and (iii) the Mandatory Cost, if such Loan is a LIBOR Rate Loan, a fixed rate per annum during the any. Such interest shall be payable for each Interest Period equal to the LIBOR Rate for such Interest Period plus the Applicable Percentage, payable on the last day of the Interest Period (thereof and, if such Interest Period extends over is longer than three months, at intervals of three months after the first day thereof and, with respect to the principal amount of any EURIBOR Loan that is prepaid, on the date of such prepayment. (b) Subject to Section 8.01, each LIBOR Loan shall bear interest on the outstanding principal amount thereof, for each day during each Interest Period applicable thereto, at a rate per annum equal to the sum of (i) the Applicable Margin for such day, (ii) the applicable LIBOR and (iii) the Mandatory Cost, if any. Such interest shall be payable for each Interest Period on the last day thereof and, if such Interest Period is longer than three months, at intervals of three months after the first day thereof and, with respect to the principal amount of any LIBOR Loan that is prepaid, on the date of such prepayment. (c) If an Obligor fails to pay any amount payable by it under this Agreement on its due date, interest shall accrue on the overdue amount from the due date up to the date of actual payment (both before and after judgment) at a rate which, subject to clause (i) below, is 1% per annum higher than the rate which would have been payable if the overdue amount had, during the period of nonpayment, constituted a Loan in the currency of the overdue amount for successive Interest Periods, each of a duration selected by the Administrative Agent (acting reasonably). Any interest accruing under this Section 2.06(c) shall be immediately payable by the Obligor on demand by the Agent. (i) If any overdue amount consists of all or part of a Loan which became due on a day which was not the last day of an Interest Period relating to that Loan: (A) the first Interest Period for that overdue amount shall have a duration equal to the unexpired portion of the current Interest Period relating to that Loan; and (B) the rate of interest applying to the overdue amount during that first Interest Period shall be 1% per annum higher than the rate which would have applied if the overdue amount had not become due. (ii) Default interest (if unpaid) arising on an overdue amount will be compounded with the overdue amount at the end of each three-month interval during such Interest Period) Period applicable to that overdue amount but will remain immediately due and on the date such LIBOR Rate Loan shall be Converted or paid in fullpayable. (bd) Notwithstanding anything The Administrative Agent shall determine each interest rate applicable to the contrary contained in this Agreement or any other Loan Document, for each day following the occurrence and during the continuance of an Event of Default, the outstanding principal of and (Loans hereunder. The Administrative Agent shall give to the extent permitted by Applicable Law) overdue interest on Borrower and the Lenders making such Loans shall bear interest at a per annum rate equal to the Default Rate, payable on demand. (c) Interest with respect to Alternate Base Rate Loans due and payable in accordance with clause (a)(i) above shall accrue from the first day of such quarter until the last day of such quarter. Interest with respect to LIBOR Rate Loans due and payable in accordance with clause (a)(ii) above shall accrue from the first day of such Interest Period to but excluding the last day of such Interest Period, or, if applicable, to the end prompt notice of each such three-month intervalrate of interest so determined, and its determination thereof shall be conclusive in the absence of manifest error.

Interest Rates. (a) The Borrower shall hereby promises to pay interest on the unpaid principal amount of each Alternate Base Rate Committed Loan and LIBOR Rate Loan from for the date of period commencing on the applicable Funding Date for such Committed Loan until such Committed Loan shall be is paid in full, at the following rates per annumas follows: (ia) if such Committed Loan is an Alternate a Base Rate Loan, at a variable rate per annum equal at all times to the Alternate Base Rate in effect from time to time plus in effect; provided, however, that upon the Applicable Percentageoccurrence and during the continuance of any Event of Default, payable quarterly in arrears on March 31, June 30, September 30 and December 31 while such Alternate Base Rate Committed Loan that is outstanding and on the date such Alternate a Base Rate Loan shall be Converted or paid bear interest on the unpaid principal amount thereof at a rate per annum (calculated on the basis of a 365-day year for the actual number of days elapsed) equal to the Base Rate from time to time in fulleffect plus 2.00% per annum; and (iib) if such Committed Loan is a LIBOR Rate Loan, at a fixed rate per annum during the Interest Period equal to the LIBOR Rate applicable to the Loan Period for such Interest Period plus Committed Loan; provided, however, that upon the Applicable Percentage, payable on occurrence and during the last day continuanceif all or a portion of the Interest Period (andprincipal amount of any Event of Default, if such Interest Period extends over three monthsCommitted Loan that is a LIBOR Rate Loan shall, at the end of each three-month interval during the applicable Loan Period then in effect,or any interest payable thereon or any fee payable hereunder shall not be paid when due, such Interest Period) and overdue amount shall bear interest on the unpaid principal amount thereof at a rate per annum (calculated on the basis of a 360-day year for the actual number of days involved) equal to the Base Rate from time to time in effect (but not less thanthat is equal to (x) in the case of overdue principal, the rate that would otherwise be applicable thereto as set forth above plus 2.00% per annum, (y) in the case of overdue interest rate in effect for suchon any Committed Loan immediately prior, the rate that would otherwise be applicable to maturity of such Committed Loan) as set forth above plus 2.00% per annum or (z) in the case of any overdue fee payable hereunder, the rate described in Section 3.1(a) plus 2.00% per annum, in each case, from the date of occurrence of an Event of Default as a result of such LIBOR Rate Loan shall be Converted or failure to pay to the date on which such amount is paid in full. (b) Notwithstanding anything to the contrary contained in this Agreement or any other Loan Document, for each day following the occurrence and during the continuance of an Event of Default, the outstanding principal of and (to the extent permitted by Applicable Law) overdue interest on the Loans shall bear interest at a per annum rate equal to the Default Rate, payable on demand. (c) Interest with respect to Alternate Base Rate Loans due and payable in accordance with clause (a)(i) above shall accrue from the first day of such quarter until the last day of such quarter. Interest with respect to LIBOR Rate Loans due and payable in accordance with clause (a)(ii) above shall accrue from the first day of such Interest Period to but excluding the last day of such Interest Period, or, if applicable, to the end of each such three-month interval.

Interest Rates. (a) The Borrower Subject to Section 2.06(c) hereof, each Base Rate Loan shall pay bear interest on the unpaid outstanding principal amount of each Alternate Base Rate Loan and LIBOR Rate Loan from thereof, for the period commencing with the date of such Loan until is made up to but not including the date such Loan shall be paid is repaid in full, at the following rates per annum: (i) if such Loan is an Alternate Base Rate Loan, a variable rate per annum equal at all times to the Alternate Base Rate as in effect from time to time plus the Applicable Percentage, payable quarterly in arrears time. Accrued and unpaid interest on March 31, June 30, September 30 and December 31 while such Alternate Base Rate Loan is outstanding and on the date such Alternate each Base Rate Loan shall be Converted or paid payable in full; and arrears (i) with respect to interest accrued during a calendar month, on the fifteenth day of the immediately succeeding calendar month, and (ii) if with respect to all accrued and unpaid interest, on the Termination Date. (b) Subject to Section 2.06(c) hereof and ARTICLE VIII hereof, each LIBOR Loan shall bear interest on the outstanding principal amount thereof, for the period commencing with the date such LIBOR Loan is made or continued through but excluding the last day of the Interest Period applicable thereto, at a LIBOR Rate Loan, a fixed rate per annum during the Interest Period equal to the sum of the LIBOR Rate for such Interest Period Margin plus the Applicable Percentageapplicable Adjusted LIBOR Offered Rate. Interest on each LIBOR Loan shall be payable (i) except as otherwise expressly provided in clause (ii) below, payable (x) on the last day of the Interest Period (andin effect with respect thereto, if in the event such Interest Period extends over shall exceed three months, at on the end last day of each three-three month interval during such Interest Period, and (y) with respect to all accrued and unpaid interest, on the Termination Date, or (ii) in the case of LIBOR Loans having a seven day Interest Period, (x) with respect to interest accrued during a calendar month, on the fifteenth day of the immediately succeeding calendar month and on the date such LIBOR Rate Loan shall be Converted or paid in fullTermination Date, and (y) with respect to all accrued and unpaid interest on the Termination Date. (bc) All overdue amounts payable under the Loan Documents (including, without limitation, any overdue principal of the Loans (whether at stated maturity, by acceleration or otherwise), any overdue interest on the Loans and any overdue fees) shall bear interest, payable on demand, for each day from and including the date payment thereof was due to but not including the date of actual payment, at a rate per annum equal to the sum of two percent (2%) above the Base Rate until such amount shall be paid in full (after as well as before judgment). Notwithstanding anything to the contrary contained in this Agreement Section 2.06, upon either (A) the occurrence of an Event of Default under Section 6.01(g) or (h) hereof, or (B) notice by the Agent to the Borrower of the occurrence of any other Loan DocumentEvent of Default, for and in each day following the occurrence and case solely during the continuance of an such Event of Default, the outstanding principal balance of and (to the extent permitted by Applicable Law) overdue interest on the Loans shall bear interest at a rate per annum rate equal to the Default greater of (i) two percent (2%) above the rate of interest otherwise applicable to such Loans pursuant to this Section 2.06 or (ii) two percent (2%) above the Base Rate, payable on demand. (cd) Interest with respect to Alternate Base Rate Loans due and payable in accordance with clause (a)(i) above The Agent shall accrue from determine the first day of such quarter until the last day of such quarter. Interest with respect to LIBOR Rate Loans due and payable in accordance with clause (a)(ii) above shall accrue from the first day of such Interest Period to but excluding the last day of such Interest Period, or, if applicable, interest rate applicable to the end Loans hereunder and its determination thereof shall be conclusive and binding for all purposes in the absence of each such three-month intervalmanifest error.

Interest Rates. (a) The Borrower Each Base Rate Loan shall pay bear interest on the unpaid outstanding principal amount of thereof, for each Alternate Base Rate Loan and LIBOR Rate Loan day from the date of such Loan until such Loan shall be paid in full, at the following rates per annum: (i) if such Loan is an Alternate Base Rate Loanmade until the date it is repaid or converted into a Euro-Dollar Loan pursuant to Section 2.7, at a variable rate per annum equal at all times to the Alternate Base Rate in effect from time to time plus the Applicable Percentage, payable quarterly in arrears on March 31, June 30, September 30 and December 31 while such Alternate Margin for Base Rate Loans for such day. (b) Each Euro-Dollar Loan is outstanding and shall bear interest on the date such Alternate Base Rate Loan shall be Converted or paid in full; and (ii) if such Loan is a LIBOR Rate Loanoutstanding principal amount thereof, a fixed rate per annum for each day during the Interest Period applicable thereto, at a rate per annum equal to the LIBOR sum of the Applicable Margin for Euro-Dollar Loans for such day plus the Euro-Dollar Rate applicable to such Interest Period. (c) Subject to Section 8.1, each Money Market IBOR Loan shall bear interest on the outstanding principal amount thereof, for the Interest Period applicable thereto, at a rate per annum equal to the sum of the Euro-Dollar Rate for such Interest Period (determined in accordance with Section 2.8(b) as if the related Money Market IBOR Borrowing were a Euro-Dollar Borrowing) plus (or minus) the Applicable PercentageMoney Market Margin quoted by the Bank making such Loan in accordance with Section 2.4. Each Money Market Absolute Rate Loan shall bear interest on the outstanding principal amount thereof, for the Interest Period applicable thereto, at a rate per annum equal to the Money Market Absolute Rate quoted by the Bank making such Loan in accordance with Section 2.4. Any overdue principal of or interest on any Money Market Loan shall bear interest, payable on the last day of the Interest Period (and, if such Interest Period extends over three months, at the end of each three-month interval during such Interest Period) and on the date such LIBOR Rate Loan shall be Converted or paid in full. (b) Notwithstanding anything to the contrary contained in this Agreement or any other Loan Documentdemand, for each day following until paid at a rate per annum equal to the occurrence and during the continuance of Base Rate until such failure shall become an Event of DefaultDefault and thereafter at a rate per annum equal to the sum of 4% plus the Base Rate for such day. (d) In the event that, and for so long as, any Event of Default shall have occurred and be continuing, the outstanding principal amount of and (the Loans, and, to the extent permitted by Applicable Law) applicable law, overdue interest on the Loans in respect of all Loans, shall bear interest at a per annum the annual rate equal to the sum of the Base Rate and four percent (4%) (the "Default Rate, payable on demand"). (ce) Interest with respect to Alternate Base Rate Loans due and payable in accordance with clause (a)(i) above The Administrative Agent shall accrue from the first day of such quarter until the last day of such quarter. Interest with respect to LIBOR Rate Loans due and payable in accordance with clause (a)(ii) above shall accrue from the first day of such Interest Period to but excluding the last day of such Interest Period, or, if applicable, determine each interest rate applicable to the end Loans hereunder. The Administrative Agent shall give prompt notice to the Borrower and the Banks of each such three-month intervalrate of interest so determined, and its determination thereof shall be conclusive in the absence of demonstrable error.

Interest Rates. (a) The Borrower shall pay interest on the unpaid principal amount of each Each Alternate Base Rate Loan and LIBOR Daily Floating Rate Loan shall bear interest on the outstanding principal amount thereof, for each day from and including the date of such Loan until such Loan shall be paid in full, at the following rates per annum: (i) if such Loan is made or is converted from a Eurocurrency Loan (other than a LIBOR Daily Floating Rate Loan) into an Alternate Base Rate Loan or a LIBOR Daily Floating Rate Loan, as applicable, pursuant to ‎Section 2.09 hereof, to but excluding the date it is paid or is converted into a variable Eurocurrency Loan (other than a LIBOR Daily Floating Rate Loan) pursuant to ‎Section 2.09 hereof, at a rate per annum equal at all times to (i) in the case of Alternate Base Rate Loans, the Alternate Base Rate in effect from time to time plus the Applicable PercentageMargin for such day and (ii) in the case of LIBOR Daily Floating Rate Loans, payable quarterly the LIBOR Daily Floating Rate plus the Applicable Margin. Changes in arrears the rate of interest on March 31, June 30, September 30 and December 31 while such that portion of any Loan maintained as an Alternate Base Rate Loan is outstanding and on or a LIBOR Daily Floating Rate Loan will take effect simultaneously with each change in the date such Alternate Base Rate or the LIBOR Daily Floating Rate, as applicable. Each Eurocurrency Loan shall be Converted or paid in full; and (ii) if such Loan is other than a LIBOR Daily Floating Rate Loan, a fixed rate per annum during the Interest Period equal to the LIBOR Rate for such Interest Period plus the Applicable Percentage, payable ) shall bear interest on the last outstanding principal amount thereof, for each day from and including the first day of the Interest Period applicable thereto to (and, if such Interest Period extends over three months, at the end of each three-month interval during such Interest Periodbut not including) and on the date such LIBOR Rate Loan shall be Converted or paid in full. (b) Notwithstanding anything to the contrary contained in this Agreement or any other Loan Document, for each day following the occurrence and during the continuance of an Event of Default, the outstanding principal of and (to the extent permitted by Applicable Law) overdue interest on the Loans shall bear interest at a per annum rate equal to the Default Rate, payable on demand. (c) Interest with respect to Alternate Base Rate Loans due and payable in accordance with clause (a)(i) above shall accrue from the first day of such quarter until the last day of such quarter. Interest with respect to LIBOR Rate Loans due and payable in accordance with clause (a)(ii) above shall accrue from the first day of such Interest Period to but excluding the last day of such Interest Period, or, if applicable, Period at the Eurocurrency Base Rate determined pursuant to clause (a) of the definition thereof for the applicable period plus the Applicable Margin. No Interest Period may end of each such three-month intervalafter the Maturity Date.

Interest Rates. (a) The Borrower So long as no Event of Default under this Agreement has occurred and is continuing each Base Rate Loan shall pay bear interest on the unpaid outstanding principal amount of thereof, for each Alternate day from the date such Base Rate Loan and LIBOR Rate Loan from the date of such Loan is made until such Loan shall be paid in fullit becomes due, at the following rates per annum: (i) if such Loan is an Alternate Base Rate Loan, a variable rate per annum equal at all times to the Alternate Adjusted Base Rate in effect from time to time plus the Applicable Percentage, Rate. Interest shall be payable quarterly in arrears on March 31, June 30, September 30 and December 31 while the first Business Day of each calendar quarter commencing on the first such Alternate date after such Base Rate Loan is outstanding made, and on the date such Alternate Final Maturity Date (whether by reason of acceleration or otherwise); provided, that in the event the Loans are repaid or prepaid in full or the Delayed Draw Term Loan Commitments have been terminated, then accrued interest in respect of all Base Rate Loan Loans shall be Converted payable together with such repayment or paid in full; and (ii) if such Loan is a LIBOR Rate Loan, a fixed rate per annum during the Interest Period equal to the LIBOR Rate for such Interest Period plus the Applicable Percentage, payable on the last day of the Interest Period (and, if such Interest Period extends over three months, at the end of each three-month interval during such Interest Period) and prepayment on the date such LIBOR Rate Loan shall be Converted or paid in fullthereof. (bi) Notwithstanding anything to the contrary contained in this Agreement or any other Loan Document, for each day following Immediately upon the occurrence and during the continuance of an Event of Default under Section 7.01, 7.02, 7.07 or 7.08 or (ii) at the election of the Required Banks (or the Administrative Agent at the direction of the Required Banks), upon the occurrence and during the continuance of any other Event of Default, each Base #100806096v13 Rate Loan shall bear interest on the outstanding principal amount thereof, for each day from the date such Base Rate Loan is made until it becomes due, at a rate per annum equal to two percent (2%) over and above the Adjusted Base Rate and such default interest shall be payable on demand. From and after the Final Maturity Date, whether by reason of and (to the extent permitted by Applicable Law) overdue interest on the Loans acceleration or otherwise, each Base Rate Loan shall bear interest at a per annum rate equal to the Default Rateinterest, payable on demand, for each day until paid at a rate per annum equal to two percent (2%) over and above the Adjusted Base Rate. (cb) So long as no Event of Default under this Agreement has occurred and is continuing, each SOFR Loan shall bear interest on the outstanding principal amount thereof for each Interest with respect Period applicable thereto at a rate per annum equal to Alternate Base Adjusted Term SOFR plus the Applicable Rate Loans due and for SOFR Loans. Interest shall be payable in accordance with clause (a)(i) above shall accrue from the first day of such quarter until for each Interest Period on the last day of such quarter. Interest with respect to LIBOR Rate Loans due and payable in accordance with clause (a)(ii) above shall accrue from thereof, unless the first day duration of such Interest Period to but excluding exceeds three (3) months, in which case such interest shall be payable at the end of the first three (3) months of such Interest Period and on the last day of such Interest Period, orand on the Final Maturity Date (whether by reason of acceleration or otherwise); provided, if applicablethat in the event all SOFR Loans made pursuant to a single borrowing are repaid or prepaid in full, then accrued interest in respect of such SOFR Loans shall be payable together with such repayment or prepayment on the date thereof. (i) Immediately upon the occurrence and during the continuance of an Event of Default under Section 7.01, 7.02, 7.07 or 7.08 or (ii) at the election of the Required Banks (or the Administrative Agent at the direction of the Required Banks), upon the occurrence and during the continuance of any other Event of Default, each SOFR Loan shall bear interest on the outstanding principal amount thereof for each Interest Period applicable thereto at a rate per annum equal to two percent (2%) over and above the rate (including the Applicable Rate) then applicable to SOFR Loans until the end of the applicable Interest Period and thereafter at a rate per annum of two percent (2%) in excess of the Adjusted Base Rate and such default interest shall be payable on demand. From and after the Final Maturity Date, whether by reason of acceleration or otherwise, each SOFR Loan shall bear interest, payable on demand, for each day until paid, at a rate per annum equal to two percent (2%) over and above the Adjusted Base Rate. (c) [Reserved]. (d) The Administrative Agent shall determine each interest rate applicable to the Loans hereunder and its determination thereof shall be conclusive in the absence of manifest error. (i) Immediately upon the occurrence and during the continuance of an Event of Default under Section 7.01, 7.02, 7.07 or 7.08 or (ii) at the election of the Required Banks (or the Administrative Agent at the direction of the Required Banks), upon the occurrence and during the continuance of any other Event of Default, all other overdue Borrower’s Obligations (other than Borrower’s Obligations specified in subsections (a), (b) and (c) above) shall bear interest at a rate per annum equal to two percent (2%) over and above the Adjusted Base Rate and such three-month intervaldefault interest shall be payable on demand. For the avoidance of doubt, interest shall continue to accrue on the Borrower’s Obligations after the filing by or against the Borrower of any petition seeking any relief in bankruptcy or under any Debtor Relief Law. (f) Nothing contained in this Agreement or in any other Transaction Document shall be deemed to establish or require the payment of interest to any Bank at a rate in excess of the maximum rate permitted by applicable law. If the amount of interest payable for the account of #100806096v13 any Bank on any interest payment date would exceed the maximum amount permitted by applicable law to be charged by such Bank, the amount of interest payable for its account on such interest payment date shall be automatically reduced to such maximum permissible amount. In the event of any such reduction affecting any Bank, if from time to time thereafter the amount of interest payable for the account of such Bank on any interest payment date would be less than the maximum amount permitted by applicable law to be charged by such Bank, then the amount of interest payable for its account on such subsequent interest payment date shall be automatically increased to such maximum permissible amount, provided that at no time shall the aggregate amount by which interest paid for the account of any Bank has been increased pursuant to this sentence exceed the aggregate amount by which interest paid for its account has theretofore been reduced pursuant to the previous sentence. (g) The Administrative Agent shall promptly notify the Borrower and the Banks upon determining the interest rate for each borrowing of SOFR Loans after its receipt of the relevant Notice of Borrowing or Notice of Election; provided, however, that the failure of the Administrative Agent to provide the Borrower or the Banks with any such notice shall neither affect any obligations of the Borrower or the Banks hereunder nor result in any liability on the part of the Administrative Agent to the Borrower or any Bank. Each such determination shall, absent manifest error, be conclusive and binding on all parties hereto. (h) In connection with the use or administration of Term SOFR, the Administrative Agent will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Transaction Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Transaction Document. The Administrative Agent will promptly notify the Borrower and the Banks of the effectiveness of any Conforming Changes in connection with the use or administration of Term SOFR.

Interest Rates. (a) The Borrower shall pay interest on the unpaid principal amount of each Alternate Base Rate Loan and LIBOR Rate Loan from the date of such Loan until such Construction Loan shall be paid bear interest at an annual rate equal to one and one-half percentage points in full, at excess of the following rates per annum: (i) if such Loan is an Alternate Base Rate Loan, a variable rate per annum equal at all times to the Alternate Base Rate in effect Index as it may change from time to time plus the Applicable Percentage, payable quarterly in arrears on March 31, June 30, September 30 and December 31 while such Alternate Base Rate Loan is outstanding and on the date such Alternate Base Rate Loan shall be Converted or paid in full; and (ii) if such Loan is a LIBOR Rate Loan, a fixed rate per annum during the Interest Period equal to the LIBOR Rate for such Interest Period plus the Applicable Percentage, payable on the last day of the Interest Period (and, if such Interest Period extends over three months, at the end of each three-month interval during such Interest Period) and on the date such LIBOR Rate Loan shall be Converted or paid in fulltime. (b) Notwithstanding anything Borrower shall have the option, exercisable once prior to the contrary contained execution of the Term Note, to have the principal balance of the Term Note bear interest at either: (i) a variable rate adjusted daily equal to one and one-half of percentage points in excess of the Index as it may change from time to time; or (ii) a fixed rate equal to 375 basis points in excess of the corresponding 5-year Treasury Rate (ask price) quoted by the Wall Street Journal thirty (30) days prior to the date of the Term Note. The Borrower shall notify the Bank of the Borrower's election under this Agreement or Subsection 2.02(b) not less than five (5) Business Days prior to the funding of the Term Note. If the variable rate specified in Subsection 2.02(b)(i) is selected hereunder, the Bank may require the Borrower to obtain interest rate protection satisfactory to the Bank. (c) All payments of interest shall be computed on the per annum basis of a year of 360 days for the actual number of days (including the first day but excluding the last day) elapsed. (d) If the Borrower fails to pay any payment under a Note within ten (10) days of when due, the Borrower shall pay to Bank a late payment fee in an amount equal to ten percent (10%) of the delinquent interest due. (e) Notwithstanding the foregoing, the Borrower shall pay to Bank interest on a Loan at the Post-Default Rate on any principal amount, and (to the fullest extent permitted by law) on any other amount payable by the Borrower under any Loan DocumentDocument to or for account of Bank, which was not paid in full when due (whether at the stated maturity, by acceleration or otherwise), for each day following the occurrence period commencing on the date Bank declares that a Loan is accelerated until the same is paid in full. Accrued interest payable at the Post-Default Rate shall be payable from time to time on demand. The Post-Default Rate shall not be applicable unless and during until the continuance Bank declares that the Loan is accelerated as a result of an Event of Default, the outstanding principal of and (to the extent permitted by Applicable Law) overdue interest on the Loans shall bear interest at a per annum rate equal to the Default Rate, payable on demand. (c) Interest with respect to Alternate Base Rate Loans due and payable in accordance with clause (a)(i) above shall accrue from the first day of such quarter until the last day of such quarter. Interest with respect to LIBOR Rate Loans due and payable in accordance with clause (a)(ii) above shall accrue from the first day of such Interest Period to but excluding the last day of such Interest Period, or, if applicable, to the end of each such three-month interval.

Interest Rates. (a) The Borrower shall pay interest on the unpaid principal amount of each Alternate Base Rate Loan and LIBOR Rate Loan from the date of such Loan until such Loan shall be paid in full, at the following rates per annum: (i) if such Loan is an Alternate Base Rate Loan, a variable rate per annum equal at all times to the Alternate Base Rate in effect from time to time plus the Applicable Percentage, payable quarterly in arrears on March 31, June 30, September 30 and December 31 while such Alternate Base Rate Loan is outstanding and on the date such Alternate Base Rate Loan shall be Converted or paid in full; and (ii) if such Loan is a LIBOR Rate Loan, a fixed rate per annum during the Interest Period equal to the LIBOR Rate for such Interest Period plus the Applicable Percentage, payable on the last day of the Interest Period (and, if such Interest Period extends over three months, at the end of each three-month interval during such Interest Period) and on the date such LIBOR Rate Loan shall be Converted or paid in full. (b) Notwithstanding anything to the contrary contained in this Agreement or any other Loan Document, for each day following the occurrence and during the continuance of an Event of Default, the outstanding principal of and (to the extent permitted by Applicable Law) overdue interest on the Loans shall bear interest at a per annum rate equal to the Default Rate, payable on demand. (c) Interest with respect to Alternate Base Rate Loans due and payable in accordance with clause (a)(i) above shall accrue from the first day of such quarter until the last day of such quarter. Interest with respect to LIBOR Rate Loans due and payable in accordance with clause clause (a)(iia) (ii) above shall accrue from the first day of such Interest Period to but excluding the last day of such Interest Period, or, if applicable, to the end of each such three-month interval.

Interest Rates. (a) The Borrower shall pay interest on the unpaid principal amount of each Each Alternate Base Rate Loan and LIBOR Daily Floating Rate Loan shall bear interest on the outstanding principal amount thereof, for each day from and including the date of such Loan until such Loan shall be paid in full, at the following rates per annum: (i) if such Loan is made or is converted from a Eurocurrency Loan (other than a LIBOR Daily Floating Rate Loan) into an Alternate Base Rate Loan or a LIBOR Daily Floating Rate Loan, as applicable, pursuant to Section 2.09 hereof, to but excluding the date it is paid or is converted into a variable Eurocurrency Loan (other than a LIBOR Daily Floating Rate Loan) pursuant to Section 2.09 hereof, at a rate per annum equal at all times to (i) in the case of Alternate Base Rate Loans, the Alternate Base Rate in effect from time to time plus the Applicable PercentageMargin for such day and (ii) in the case of LIBOR Daily Floating Rate Loans, payable quarterly the LIBOR Daily Floating Rate plus the Applicable Margin. Changes in arrears the rate of interest on March 31, June 30, September 30 and December 31 while such that portion of any Loan maintained as an Alternate Base Rate Loan is outstanding and on or a LIBOR Daily Floating Rate Loan will take effect simultaneously with each change in the date such Alternate Base Rate or the LIBOR Daily Floating Rate, as applicable. Each Eurocurrency Loan shall be Converted or paid in full; and (ii) if such Loan is other than a LIBOR Daily Floating Rate Loan, a fixed rate per annum during the Interest Period equal to the LIBOR Rate for such Interest Period plus the Applicable Percentage, payable ) shall bear interest on the last outstanding principal amount thereof, for each day from and including the first day of the Interest Period applicable thereto to (and, if such Interest Period extends over three months, at the end of each three-month interval during such Interest Periodbut not including) and on the date such LIBOR Rate Loan shall be Converted or paid in full. (b) Notwithstanding anything to the contrary contained in this Agreement or any other Loan Document, for each day following the occurrence and during the continuance of an Event of Default, the outstanding principal of and (to the extent permitted by Applicable Law) overdue interest on the Loans shall bear interest at a per annum rate equal to the Default Rate, payable on demand. (c) Interest with respect to Alternate Base Rate Loans due and payable in accordance with clause (a)(i) above shall accrue from the first day of such quarter until the last day of such quarter. Interest with respect to LIBOR Rate Loans due and payable in accordance with clause (a)(ii) above shall accrue from the first day of such Interest Period to but excluding the last day of such Interest Period, or, if applicable, Period at the Eurocurrency Rate determined pursuant to clause (a) of the definition thereof for the applicable period plus the Applicable Margin. No Interest Period may end of each such three-month intervalafter the Maturity Date.

Interest Rates. (a) The Borrower Each Base Rate Loan shall pay bear interest on the unpaid outstanding principal amount thereof, for each day from the day such Loan is made to but excluding the day it becomes due, at a rate per annum equal to the sum of the Applicable Margin for such day plus the Base Rate for such day. Such interest shall be payable at maturity, quarterly in arrears on each Quarterly Date prior to maturity and, with respect to the principal amount of each Alternate any Base Rate Loan and LIBOR Rate Loan from converted to a Euro-Dollar Loan, on the date of such Loan until such Loan shall be paid in full, at the following rates per annum: (i) if such Loan is an Alternate so converted. Any overdue principal of or interest on any Base Rate Loan, or any overdue fees or other amounts payable by the Borrower hereunder, shall bear interest, payable on demand, for each day until paid at a variable rate per annum equal at all times to the Alternate sum of 2% plus the rate then applicable to Base Rate in effect from time to time plus the Applicable Percentage, payable quarterly in arrears on March 31, June 30, September 30 and December 31 while such Alternate Base Rate Loans. (b) Each Euro-Dollar Loan is outstanding and shall bear interest on the date such Alternate Base Rate Loan shall be Converted or paid in full; and (ii) if such Loan is outstanding principal amount thereof, for each day during each Interest Period applicable thereto, at a LIBOR Rate Loan, a fixed rate per annum during the Interest Period equal to the LIBOR Rate sum of the Applicable Margin for such day plus the London Interbank Offered Rate applicable to such Interest Period. Such interest shall be payable for each Interest Period plus the Applicable Percentage, payable on the last day of the Interest Period (thereof and, if such Interest Period extends over is longer than three months, at the end intervals of each three-month interval during such Interest Period) and on the date such LIBOR Rate Loan shall be Converted or paid in full. (b) Notwithstanding anything to the contrary contained in this Agreement or any other Loan Document, for each day following the occurrence and during the continuance of an Event of Default, the outstanding principal of and (to the extent permitted by Applicable Law) overdue interest on the Loans shall bear interest at a per annum rate equal to the Default Rate, payable on demand. (c) Interest with respect to Alternate Base Rate Loans due and payable in accordance with clause (a)(i) above shall accrue from three months after the first day thereof. The “London Interbank Offered Rate” applicable to any Interest Period means the rate per annum determined on the basis of the rate for deposits in U.S. dollars for a period equal to such quarter until the last day of such quarter. Interest with respect to LIBOR Rate Loans due and payable in accordance with clause (a)(ii) above shall accrue from Period commencing on the first day of such Interest Period appearing on LIBOR1 of the Reuters screen (or any applicable successor page) as of 11:00 A.M. (London time) two Euro-Dollar Business Days prior to but excluding the last beginning of such Interest Period. In the event that such rate does not appear on LIBOR1 of the Reuters screen (or any applicable successor page), the London Interbank Offered Rate shall be determined by reference to the arithmetic average of the rates per annum at which deposits in Dollars would be offered by first class banks in the London interbank market to the Administrative Agent (rounded upward, if necessary, to the next higher 1/100 of 1%) at approximately 11:00 A.M. (London time) two Euro-Dollar Business Days before the first day of such Interest Period for a period of time comparable to such Interest Period, or. Notwithstanding the foregoing, if applicablethe London Interbank Offered Rate shall be less than zero, to the end such rate shall be deemed zero for purposes of each such three-month intervalthis Agreement.

Interest Rates. So long as no Event of Default is continuing, and except as otherwise provided herein, the Term Loan shall bear interest during each Interest Period relating to all or any portion of the Term Loan at the following rates: (a) The Borrower shall pay to the extent that all or any portion of the Term Loan bears interest on the unpaid principal amount of each Alternate Base Rate Loan and LIBOR Rate Loan from the date of during such Loan until such Loan shall be paid in full, Interest Period at the following rates per annum: (i) if Base Rate, the Term Loan or such Loan is an Alternate Base Rate Loan, a variable portion shall bear interest during such Interest Period at the rate per annum equal at all times to the Alternate Base Rate in effect from time to time plus the Applicable PercentageMargin; (b) to the extent that all or any portion of ---- the Term Loan bears interest during such Interest Period at the LIBOR Rate, payable quarterly in arrears on March 31, June 30, September 30 and December 31 while the Term Loan or such Alternate Base Rate Loan is outstanding and on portion shall bear interest during such Interest Period at the date such Alternate Base Rate Loan shall be Converted or paid in full; and (ii) if such Loan is a LIBOR Rate Loan, a fixed rate per annum during the Interest Period equal to the LIBOR Rate for such Interest Period plus the ---- Applicable Percentage, payable Margin. The Borrower promises to pay interest on the last day of the Term Loan or any portion thereof outstanding during each Interest Period (and, if such in arrears on each Interest Period extends over three months, at the end of each three-month interval during Payment Date applicable to such Interest Period. While an Event of Default is continuing, amounts payable under any of the Loan Documents shall bear interest (compounded monthly and payable on demand in respect of overdue amounts) at a rate per annum which is equal to the sum of (a) the Base Rate, and on the date such LIBOR Rate Loan shall be Converted or paid in full. (b) Notwithstanding anything to three percent (3%) above the contrary contained Margin until such amount is paid in this Agreement full or any other Loan Document, for each day following (as the occurrence and during the continuance of an case may be) such Event of Default, Default has been cured or waived in writing by the outstanding principal of and Majority Banks (to the extent permitted by Applicable Law) overdue interest on the Loans shall bear interest at a per annum rate equal to the Default Rate, payable on demandafter as well as before judgment). (c) Interest with respect to Alternate Base Rate Loans due and payable in accordance with clause (a)(i) above shall accrue from the first day of such quarter until the last day of such quarter. Interest with respect to LIBOR Rate Loans due and payable in accordance with clause (a)(ii) above shall accrue from the first day of such Interest Period to but excluding the last day of such Interest Period, or, if applicable, to the end of each such three-month interval.

Interest Rates. (a) The Borrower Subject to Section 2.06(d), each Base Rate Loan shall pay bear interest on the unpaid outstanding principal amount of each Alternate Base Rate Loan and LIBOR Rate Loan from thereof, for the period commencing with the date of such Loan until is made up to but not including the date such Loan shall be paid is repaid in full, at the following rates per annum: (i) if such Loan is an Alternate Base Rate Loan, a variable rate per annum equal at all times to the Alternate Base Rate as in effect from time to time plus the Applicable Percentage, payable quarterly in arrears time. Accrued and unpaid interest on March 31, June 30, September 30 and December 31 while such Alternate Base Rate Loan is outstanding and on the date such Alternate each Base Rate Loan shall be Converted or paid payable in full; and arrears on (i) with respect to interest accrued during a calendar month, the fifteenth day of the immediately succeeding calendar month, and (ii) if with respect to all accrued and unpaid interest, on the Termination Date. (b) Subject to Section 2.06(d) and ARTICLE VIII, each LIBOR Loan shall bear interest on the outstanding principal amount thereof, for the period commencing with the date such LIBOR Loan is made or continued through but excluding the last day of the Interest Period applicable thereto, at a LIBOR Rate Loan, a fixed rate per annum during the Interest Period equal to the sum of the LIBOR Rate for such Interest Period Margin plus the Applicable Percentageapplicable Adjusted LIBOR Offered Rate. Interest on each LIBOR Loan shall be payable (i) except as otherwise expressly provided in clause (ii) below, payable (x) on the last day of the Interest Period (andin effect with respect thereto, if in the event such Interest Period extends over shall exceed three months, at on the end last day of each three-three month interval during such Interest Period, and (y) with respect to all accrued and unpaid interest, on the Termination Date, or (ii) in the case of LIBOR Loans having a seven day Interest Period, (x) with respect to interest accrued during a calendar month, on the fifteenth day of the immediately succeeding calendar month and on the date such LIBOR Rate Loan shall be Converted or paid in full. (b) Notwithstanding anything to the contrary contained in this Agreement or any other Loan DocumentTermination Date, for each day following the occurrence and during the continuance of an Event of Default, the outstanding principal of and (y) with respect to the extent permitted by Applicable Law) overdue all accrued and unpaid interest on the Loans shall bear interest at a per annum rate equal to the Default Rate, payable on demandTermination Date. (c) Interest with respect to Alternate Base Rate Loans due and payable in accordance with clause (a)(i) above shall accrue from the first day of such quarter until the last day of such quarter. Interest with respect to LIBOR Rate Loans due and payable in accordance with clause (a)(ii) above shall accrue from the first day of such Interest Period to but excluding the last day of such Interest Period, or, if applicable, to the end of each such three-month interval.

Interest Rates. (a) The Borrower Each Base Rate Loan shall pay bear interest on the unpaid outstanding principal amount of thereof, for each Alternate Base Rate Loan and LIBOR Rate Loan day from the date of such Loan until such Loan shall be paid in full, at the following rates per annum: (i) if such Loan is an Alternate Base Rate Loanmade until it becomes due, at a variable rate per annum equal at all times to the Alternate Base Rate in effect from time Margin applicable to time such Loan plus the Applicable Percentage, Base Rate for such day. Such interest shall be payable quarterly in arrears on March 31, June 30, September 30 and December 31 while such Alternate Base Rate each Quarterly Payment Date. (b) Each Eurodollar Loan is outstanding and shall bear interest on the date such Alternate Base Rate Loan shall be Converted or paid in full; and (ii) if such Loan is outstanding principal amount thereof, for each day during each Interest Period applicable thereto, at a LIBOR Rate Loan, a fixed rate per annum during the Interest Period equal to the LIBOR Rate sum of the Eurodollar Margin applicable to such Loan for such day plus the Eurodollar Rate applicable to such Interest Period. Such interest shall be payable for each Interest Period plus the Applicable Percentage, payable on the last day of the Interest Period (thereof and, if such Interest Period extends over is longer than three months, at intervals of three months after the end of each three-month interval during such Interest Period) and on the date such LIBOR Rate Loan shall be Converted or paid in fullfirst day thereof. (bc) Notwithstanding anything to the contrary contained in this Agreement or any other Loan Document, for each day following Upon the occurrence and during the continuance of an Event of DefaultDefault described in Section 6.01(a) or an Event of Default described in Section 6.01(d) or 6.01(e) with respect to the Borrower, the Borrower shall pay interest on (x) (i) the outstanding principal amount of and (each Base Rate Loan owing to the extent permitted by Applicable Law) overdue interest on the Loans shall bear interest at a per annum rate equal to the Default Rateeach Bank Party, payable on demand. (c) Interest with respect , at a rate per annum equal at all times to Alternate 2% per annum above the rate per annum required to be paid on such Base Rate Loan pursuant to Section 2.06(a) above and (ii) to the fullest extent permitted by law, the amount of any interest that is not paid when due, from the date such interest thereon to the date of prepayment; provided, that in the event that, on or prior to the first anniversary of the 2013 Amendment Effective Date, the Borrower (x) makes any prepayment of 2013 Other Term Loans due and payable in accordance connection with any Repricing Transaction or (y) effects any amendment to this Agreement resulting in a Repricing Transaction, the Borrower shall pay to the Agent, for the ratable account of each of the applicable Banks, (I) in the case of clause (a)(ix), a prepayment premium of 1% of the amount of the Term Loans being prepaid and (II) above in the case of clause (y), an amount equal to 1% of the aggregate amount of the applicable Term Loans outstanding immediately prior to such amendment that were repriced pursuant to such amendment. Upon receipt of a notice of prepayment pursuant to this Section 2.10(a)(i), the Agent shall accrue from promptly notify each Bank of the first day contents thereof and of such quarter until the last day Bank’s ratable share of such quarter. Interest with respect to LIBOR Rate Loans due prepayment and payable in accordance with clause (a)(ii) above such notice shall accrue from not thereafter be revocable by the first day of such Interest Period to but excluding the last day of such Interest Period, or, if applicable, to the end of each such three-month intervalBorrower.

Interest Rates. (a) The Borrower shall pay interest on the unpaid principal amount of each Alternate Base Rate Loan and LIBOR Rate Loan from the date of such Loan until such Loan shall be paid in full, at one of the following rates per annum: (i) if During such periods as such Loan is an Alternate a Base Rate Loan, at a variable rate per annum equal to the Base Rate plus the Applicable Margin therefor, such rate to change from time to time as the Applicable Margin or Base Rate shall change; and (ii) During such periods as such Loan is a LIBOR Loan, at a rate per annum equal at all times to the Alternate Base Rate in effect from time to time plus the Applicable Percentage, payable quarterly in arrears on March 31, June 30, September 30 and December 31 while such Alternate Base Rate Loan is outstanding and on the date such Alternate Base Rate Loan shall be Converted or paid in full; and (ii) if such Loan is a LIBOR Rate Loan, a fixed rate per annum during the each Interest Period equal for such LIBOR Loan to the LIBOR Rate for such Interest Period plus the Applicable PercentageMargin therefor, payable such rate to change from time to time during such Interest Period as the Applicable Margin shall change. The Borrower shall pay accrued interest on the unpaid principal amount of each Loan in arrears (A) in the case of a Base Rate Loan, on the last Business Day of each quarter, (B) in the case of a LIBOR Loan, on the last day of the each Interest Period therefor (and, if any such Interest Period extends over is longer than three months, at the end of each three-month interval during such Interest Period) and on the date such LIBOR Rate Loan shall be Converted or paid in full. (b) Notwithstanding anything to the contrary contained in this Agreement or any other Loan Document, for each day following the occurrence and during the continuance of an Event of Default, the outstanding principal of and (to the extent permitted by Applicable Law) overdue interest on the Loans shall bear interest at a per annum rate equal to the Default Rate, payable on demand. (c) Interest with respect to Alternate Base Rate Loans due and payable in accordance with clause (a)(i) above shall accrue from the first day of such quarter until the last day of such quarter. Interest with respect to LIBOR Rate Loans due and payable in accordance with clause (a)(ii) above shall accrue from every three months after the first day of such Interest Period to but excluding Period) and (C) in the last day case of such Interest Periodall Loans, or, if applicable, upon prepayment (to the end extent thereof) and at maturity. The number of each such three-month intervalRevolving Loan Borrowings consisting of LIBOR Loans shall not exceed 10 at any time; the number of Term B Borrowings consisting of LIBOR Loans shall not exceed 2 at any time; and the number of Term C Borrowings consisting of LIBOR Loans shall not exceed 2 at any time.

Interest Rates. (a) The Borrower Subject to Section 2.06(c) hereof, each Overnight Rate Loan shall pay bear interest on the unpaid outstanding principal amount of each Alternate Base Rate Loan and LIBOR Rate Loan from thereof, for the period commencing with the date of such Loan until is made up to but not including the date such Loan shall be paid is repaid in full, at the following rates per annum: (i) if such Loan is an Alternate Base Rate Loan, a variable rate per annum equal at all times to the Alternate Base sum of the Applicable Margin plus the Overnight Rate as in effect from time to time plus the Applicable Percentage, payable quarterly in arrears time. Accrued and unpaid interest on March 31, June 30, September 30 and December 31 while such Alternate Base Rate Loan is outstanding and on the date such Alternate Base each Overnight Rate Loan shall be Converted or paid payable in full; andarrears on the first day of each calendar month and on the Termination Date. (iib) if Subject to Section 2.06(c) hereof and ARTICLE VIII hereof, each LIBOR Loan shall bear interest on the outstanding principal amount thereof, for the period commencing with the date such LIBOR Loan is made or continued through but excluding the last day of the Interest Period applicable thereto, at a LIBOR Rate Loan, a fixed rate per annum during the Interest Period equal to the LIBOR Rate for such Interest Period sum of the Applicable Margin plus the Applicable Percentage, applicable Adjusted LIBOR Offered Rate. Interest on each LIBOR Loan shall be payable on the last day of the Interest Period (andin effect with respect thereto, if in the event such Interest Period extends over shall exceed three months, at on the end last day of each three-three month interval during such Interest Period) , and on the date such LIBOR Rate Loan shall be Converted or paid in fullTermination Date. (bc) All overdue amounts payable under the Loan Documents (including, without limitation, any overdue principal of the Loans (whether at stated maturity, by acceleration or otherwise), any overdue interest on the Loans and any overdue fees) shall bear interest, payable on demand, for each day from and including the date payment thereof was due to but not including the date of actual payment, at a rate per annum equal to the sum of two percent (2%) plus the Applicable Margin plus the Overnight Rate until such amount shall be paid in full (after as well as before judgment). Notwithstanding anything to the contrary contained in this Agreement or any other Loan DocumentSection 2.06, for each day following upon either (A) notice by the occurrence and Agent to the Borrower during the continuance of an Event of Default, or (B) the occurrence of an Event of Default under Section 6.01(g) or (h) hereof, the outstanding principal balance of and (to the extent permitted by Applicable Law) overdue interest on the Loans shall bear interest at a rate per annum rate equal to the Default greater of (i) two percent (2%) above the rate of interest otherwise applicable to such Loans pursuant to this Section 2.06 or (ii) two percent (2%) plus the Applicable Margin plus the Overnight Rate, payable on demand. (cd) Interest with respect to Alternate Base Rate Loans due and payable in accordance with clause (a)(i) above The Agent shall accrue from determine the first day of such quarter until the last day of such quarter. Interest with respect to LIBOR Rate Loans due and payable in accordance with clause (a)(ii) above shall accrue from the first day of such Interest Period to but excluding the last day of such Interest Period, or, if applicable, interest rate applicable to the end Loans hereunder and its determination thereof shall be conclusive and binding for all purposes in the absence of each such three-month intervalmanifest error.

Interest Rates. (a) The Borrower shall pay interest on the unpaid principal amount of each Alternate Base Rate Loan and LIBOR Rate Loan from and including the date of such Loan until to but excluding the date such Loan shall be paid in fullfull (provided, that if the principal amount of any Loan is borrowed and repaid on the same day, the Borrower shall pay interest on such principal amount at the applicable interest rate for such day), at the following rates per annum: (i) if such Loan is an Alternate a Base Rate Loan, a variable rate per annum equal at all times to the Alternate Base Rate in effect from time to time plus the Applicable Percentage, payable quarterly in arrears on March 31, June 30, September 30 and December 31 each Payment Date while such Alternate Base Rate Loan is outstanding outstanding, on the date of each prepayment to the extent required by Section 2.11(a) or 2.12, as applicable, and on the date such Alternate Base Rate Loan shall be Converted or paid in full; and; (ii) if such Loan is a LIBOR Rate SOFR Loan, a fixed rate per annum during the each Interest Period for such SOFR Loan equal to the LIBOR Rate Adjusted Term SOFR for such Interest Period plus the Applicable Percentage, payable on the last day of the Interest Period (and, if in the case of any Interest Period of more than three months’ duration, on each day that occurs during such Interest Period extends over every three months, at months after the end first day of each three-month interval during such Interest Period), on the date of each prepayment to the extent required by Section 2.11(a) or 2.12, as applicable, and on the date such LIBOR Rate SOFR Loan shall be Converted or paid in full (provided that Adjusted Term SOFR shall not be available until three (3) U.S. Government Securities Business Days after the Closing Date unless the Borrower has delivered to the Administrative Agent a letter in form and substance reasonably satisfactory to the Administrative Agent indemnifying the Lenders in the manner set forth in Section 2.13 of this Agreement; and (iii) if such Loan is a Swingline Loan, at the election of the Borrower, a variable rate per annum equal to (A) the Adjusted Term SOFR Market Index Rate plus the Applicable Percentage for SOFR Loans or (B) the Base Rate in effect from time to time plus the Applicable Percentage for Base Rate Loans, in each case, payable quarterly in arrears on each Payment Date while such Swingline Loan is outstanding, on the date of each prepayment to the extent required by Section 2.11(b) or 2.12, as applicable, and on the date such Swingline Loan shall be paid in full. (b) Notwithstanding anything Subject to the contrary contained in this Agreement or any other Loan DocumentSection 7.02, for each day following (i) immediately upon the occurrence and during the continuance of an Event of Default under Section 6.01(a), 6.01(g) or 6.01(h) (in the case of Section 6.01(g) and 6.01(h), with respect to the Borrower and the Parent only), or (ii) at the election of the Required Lenders, upon the occurrence and during the continuance of any other Event of Default, (A) the Borrower shall no longer have the option to request SOFR Loans, Swingline Loans, or Letters of Credit, (B) all outstanding principal of and (to the extent permitted by Applicable Law) overdue interest on the SOFR Loans shall bear interest at a rate per annum of two percent (2%) in excess of the rate (including the Applicable Percentage) then applicable to SOFR Loans until the end of the applicable Interest Period and thereafter at a rate equal to two percent (2%) in excess of the Default Raterate (including the Applicable Percentage) then applicable to Base Rate Loans, payable on demand. (cC) Interest with respect to Alternate all outstanding Base Rate Loans and other Obligations shall bear interest at a rate per annum equal to two percent (2%) in excess of the rate (including the Applicable Percentage) then applicable to Base Rate Loans or such other Obligations and (D) all accrued and unpaid interest shall be due and payable in accordance with clause (a)(i) above shall accrue from on demand of the first day of such quarter until the last day of such quarterAdministrative Agent. Interest with respect shall continue to LIBOR Rate Loans due and payable accrue on the Obligations after the filing by the Borrower (as to itself) or against the Borrower (as a debtor) of any petition seeking any relief in accordance with clause (a)(ii) above shall accrue from the first day of such Interest Period bankruptcy or under any act or law pertaining to but excluding the last day of such Interest Periodinsolvency or debtor relief, orwhether state, if applicable, to the end of each such three-month intervalfederal or foreign.

Interest Rates. (a) The Borrower shall promises to pay interest on the unpaid principal amount of each Alternate Base Rate Loan and LIBOR Rate Loan from for the date of such Loan period commencing on the Effective Date until such Loan is paid in full at a rate per annum equal to (i) for the period beginning on the Effective Date and ending on the twelve (12) month anniversary of the Effective Date, 13.0%, (ii) for the period beginning on the first day following the twelve (12) month anniversary of the Effective Date and ending on the twenty-four (24) month anniversary of the Effective Date, 15.0% and (iii) for the period beginning on the first day following the twenty-four (24) month anniversary of the Effective Date and thereafter until the Term Loan Maturity Date, 17.0%; provided that, if a Sale is not completed prior to the twelve (12) month anniversary of the Sale Notice Submission Date and upon written notice by the Initial Lender to the Agent, then the applicable Interest Rate owed to any Remaining Initial Lender (but not any other Lender) shall increase by 2.0% per annum every three (3) months following such anniversary (the applicable rate set forth in this Section 2.7.1, the “Interest Rate”). If any Event of Default has occurred and is continuing, then, upon the written election of the Required Lenders, for so long as such Event of Default is continuing, to the extent permitted by applicable law, the Interest Rate shall increase by 2.0% per annum. Notwithstanding anything to the contrary herein, in no event shall interest payable by the Borrower to Agent on behalf of Lenders hereunder exceed the maximum rate permitted under applicable law, and if any such provision of this Agreement is in contravention of any such law, such provision shall be deemed modified to limit such interest to the maximum rate permitted under such law. Any accrued interest not previously paid shall be paid in full, in cash, at the following rates per annum: earlier of (i) if such the Term Loan is an Alternate Base Rate Loan, a variable rate per annum equal at all times to the Alternate Base Rate in effect from time to time plus the Applicable Percentage, payable quarterly in arrears on March 31, June 30, September 30 Maturity Date and December 31 while such Alternate Base Rate Loan is outstanding and on the date such Alternate Base Rate Loan shall be Converted or paid in full; and (ii) if such time as all remaining unpaid principal on each Loan is a LIBOR Rate Loan, a fixed rate per annum during the Interest Period equal to the LIBOR Rate for such Interest Period plus the Applicable Percentage, payable on the last day of the Interest Period (and, if such Interest Period extends over three months, at the end of each three-month interval during such Interest Period) and on the date such LIBOR Rate Loan shall be Converted or paid in full. (b) Notwithstanding anything to the contrary contained in this Agreement or any other Loan Document, for each day following the occurrence and during the continuance of an Event of Default, the outstanding principal of and (to the extent permitted by Applicable Law) overdue interest on the Loans shall bear interest at a per annum rate equal to the Default Rate, payable on demand. (c) Interest with respect to Alternate Base Rate Loans due and payable in accordance with clause (a)(i) above shall accrue from the first day of such quarter until the last day of such quarterthis Section 2.7. Interest with respect to LIBOR Rate Loans due and payable in accordance with clause (a)(ii) above shall accrue from the first day of such Interest Period to but excluding the last day of such Interest Period, or, if applicable, to the end of each such three-month interval2.

Interest Rates. (a) The Borrower Each Advance made as a Base Rate Loan shall pay bear interest on the unpaid outstanding principal amount thereof, for each day from the date such Advance is made until it becomes due, at a rate per annum equal to the Base Rate for such day plus the Applicable Margin. Such interest shall be payable as provided in the Loan Access Agreement, or if the Loan Access Agreement shall have terminated as provided therein, monthly on the first Domestic Business Day of each Alternate month. Any overdue principal of and, to the extent permitted by applicable law, overdue interest on any Advance so made as a Base Rate Loan and LIBOR Rate Loan from shall bear interest, payable on demand, for each day until paid at a rate per annum equal to the date sum of 2% plus the rate otherwise applicable to such Loan until such Loan shall be paid in fullAdvance, at the following rates per annum: (i) if such Loan is an Alternate so made as a Base Rate Loan, for such day. (b) Each Advance made as a variable Euro-Dollar Loan shall bear interest on the outstanding principal amount thereof, for the Interest Period applicable thereto, at a rate per annum equal at all times to the Alternate Base Rate in effect from time to time sum of the Applicable Margin plus the Applicable Percentage, payable quarterly in arrears on March 31, June 30, September 30 and December 31 while such Alternate Base Rate Loan is outstanding and on the date such Alternate Base Rate Loan shall be Converted or paid in full; and (ii) if such Loan is a LIBOR Rate Loan, a fixed rate per annum during the Interest Period equal to the LIBOR applicable Adjusted London Interbank Offered Rate for such Interest Period; provided that if any Advance made as a Euro-Dollar Loan shall, as a result of clause (1)(c) of the definition of Interest Period, have an Interest Period plus of less than one month, such Advance so made as a Euro-Dollar Loan shall bear interest during such Interest Period at the Applicable Percentage, rate applicable to Advances made as Base Rate Loans during such period. Such interest shall be payable for each Interest Period on the last day of the Interest Period (thereof and, if such Interest Period extends over is longer than three months, at intervals of three months after the end of each three-month interval during such Interest Period) and on the date such LIBOR Rate Loan shall be Converted or paid in full. (b) Notwithstanding anything to the contrary contained in this Agreement or any other Loan Document, for each first day following the occurrence and during the continuance of an Event of Default, the outstanding thereof. Any overdue principal of and (and, to the extent permitted by Applicable Law) law, overdue interest on the Loans any Euro-Dollar Loan shall bear interest at a per annum rate equal to the Default Rateinterest, payable on demand. , for each day until paid at a rate per annum equal to the sum of 2% plus the higher of (cx) Interest with respect the sum of the Applicable Margin plus the Adjusted London Interbank Offered Rate applicable to Alternate such Euro-Dollar Loan or (y) the rate which would be applicable for such day to such Advance if it had been made as Base Rate Loans due and payable in accordance with clause (a)(i) above shall accrue from the first day of such quarter until the last day of such quarter. Interest with respect to LIBOR Rate Loans due and payable in accordance with clause (a)(ii) above shall accrue from the first day of such Interest Period to but excluding the last day of such Interest Period, or, if applicable, to the end of each such three-month intervalLoan.

Interest Rates. (a) The Borrower shall pay interest on the unpaid principal amount of each Alternate Each Revolving Loan that is a Base Rate Loan and LIBOR Rate each Swingline Loan shall bear interest on the outstanding principal amount thereof, for each day from the date of such Loan until such Loan shall be paid in full, at the following rates per annum: (i) if such Loan is an Alternate Base Rate made until it becomes due or, in the case of any Revolving Loan is converted to a LIBOR Loan, at a variable rate per annum equal at all times to the Alternate Base Rate in effect from time to time plus the Applicable Percentage, for such day. Such interest shall be payable quarterly in arrears on March 31, June 30, September 30 and December 31 while such Alternate Base Rate Loan is outstanding and the last Business Day of each calendar quarter. Any overdue principal of or interest on the date such Alternate any Base Rate Loan shall be Converted or paid in full; andbear interest, payable on demand, for each day from and including the date payment thereof was due to, but excluding, the date of the actual payment, at a rate per annum equal to the sum of 2% plus the Base Rate for such day. (iib) if such Each Revolving Loan that is a LIBOR Rate LoanLoan shall bear interest on the outstanding principal amount thereof, for each Interest Period applicable thereto, at a fixed rate per annum during the Interest Period equal to the applicable LIBOR Rate Rate. Such interest shall be payable for such each Interest Period plus the Applicable Percentage, payable on the last day of the Interest Period (thereof and, if such Interest Period extends over is longer than three months, at intervals of three months after the end first day thereof. Any overdue principal of each three-month interval during such Interest Period) and or interest on the date such any LIBOR Rate Loan shall be Converted or paid in full. (b) Notwithstanding anything to the contrary contained in this Agreement or any other Loan Documentbear interest, payable on demand, for each day following from and including the occurrence and during the continuance of an Event of Defaultdate payment thereof was due to, but excluding, the outstanding principal date of and (to the extent permitted by Applicable Law) overdue interest on the Loans shall bear interest actual payment, at a rate per annum rate equal to the Default Ratesum of two percent (2%) plus the higher of (i) the Base Rate for such day, payable on demandor (ii) the LIBOR Rate for the applicable Interest Period, and thereafter, at a rate per annum equal to the sum of two percent (2%) plus the Base Rate for such day. (c) Interest with respect to Alternate Base Rate Loans due and payable in accordance with clause (a)(i) above The Administrative Agent shall accrue from the first day of such quarter until the last day of such quarter. Interest with respect to LIBOR Rate Loans due and payable in accordance with clause (a)(ii) above shall accrue from the first day of such Interest Period to but excluding the last day of such Interest Period, or, if applicable, determine each interest rate applicable to the end Loans hereunder. The Administrative Agent shall give prompt notice to the Borrower and the participating Lenders by facsimile of each such three-month intervalrate of interest so determined, and its determination thereof shall be conclusive in the absence of manifest error.

Interest Rates. (a) The Borrower shall pay interest on the unpaid principal amount balance of each Alternate Base Rate Loan and LIBOR Rate Loan from the date of such Loan until such Loan shall be paid in full, at the following rates per annum: (i) if such Loan is an Alternate Base Rate Loan, a variable rate per annum equal at all times to the Alternate Base Rate in effect Loans outstanding from time to time under the Revolving Notes shall bear interest prior to the Maturity Date at an annual rate equal to the Base Rate plus the Applicable Percentage, payable quarterly in arrears on March 31, June 30, September 30 and December 31 while such Alternate Margin for Base Rate Loan is outstanding Loans, and such rate shall change on each day on which the Base Rate changes. Accrued interest shall be due on the first Business Day of each month, commencing August 2, 1999, and on the date such Alternate Base Maturity Date. (b) The unpaid principal balance of each LIBOR Rate Loan under the Revolving Notes shall bear interest during the applicable Interest Period at the corresponding Adjusted LIBOR Rate plus the Applicable Margin for LIBOR Rate Loans. Accrued interest for each LIBOR Rate Loan shall be Converted or paid in full; and (ii) if such Loan is a LIBOR Rate Loan, a fixed rate per annum during the Interest Period equal to the LIBOR Rate for such Interest Period plus the Applicable Percentage, payable due on the last day of the Interest Period (and, if such Interest Period extends over three months, at the end of each three-month interval during such applicable Interest Period) , and on the date such LIBOR Maturity Date. (c) The unpaid principal balance of each Quoted Rate Loan outstanding from time to time under the Revolving Notes shall bear interest prior to the Maturity Date at an annual rate equal to the Quoted Rate. Accrued interest for each Quoted Rate Loan shall be Converted or paid in fulldue on the first Business Day of each month, commencing on the first of such dates to occur after the Borrowing Date for such Quoted Rate Loan. (bd) Notwithstanding anything to the contrary contained in this Agreement or any other Loan Documentprovisions of sections 2.7(a), for each day following 2.7(b), and 2.7(c) above, upon the occurrence and during the continuance of an Event of Default, the outstanding unpaid principal balance of and (each Note shall, upon notice from the Agent to the extent permitted by Applicable Law) overdue Company (which notice the Agent may send in its discretion and shall send at the direction of the Majority Lenders), bear interest on at an annual rate equal to the Loans Base Rate plus one percentage point (the "Default Rate"), payable upon demand. On and after the Maturity Date, the unpaid principal balance of the Revolving Notes and all accrued interest thereon shall bear interest at a per annum rate equal to the Default Rate, Rate and shall be payable on upon demand. (ce) Interest with respect to Alternate Base Rate Loans due and payable in accordance with clause (a)(i) above shall accrue from be calculated for the first actual number of days elapsed on the basis of a 360-day of such quarter until the last day of such quarter. Interest with respect to LIBOR Rate Loans due and payable in accordance with clause (a)(ii) above shall accrue from the first day of such Interest Period to but excluding the last day of such Interest Period, or, if applicable, to the end of each such three-month intervalyear.

Interest Rates. (a) The Borrower Each Base Rate Loan shall pay bear interest on the unpaid outstanding principal amount of thereof, for each Alternate Base Rate Loan and LIBOR Rate Loan day from the date of such Loan until such Loan shall be paid in full, at the following rates per annum: (i) if such Loan is an Alternate Base Rate Loanmade until the date it is repaid or converted into a Euro-Dollar Loan pursuant to Section 2.7, at a variable rate per annum equal at all times to the Alternate Base Rate in effect from time to time plus the Applicable Percentage, payable quarterly in arrears on March 31, June 30, September 30 and December 31 while such Alternate Margin for Base Rate Loans for such day. (b) Each Euro-Dollar Loan is outstanding and shall bear interest on the date such Alternate Base Rate Loan shall be Converted or paid in full; and (ii) if such Loan is a LIBOR Rate Loanoutstanding principal amount thereof, a fixed rate per annum for each day during the Interest Period applicable thereto, at a rate per annum equal to the LIBOR sum of the Applicable Margin for Euro-Dollar Loans for such day plus the Euro-Dollar Rate applicable to such Interest Period. (c) Subject to Section 8.1, each Money Market IBOR Loan shall bear interest on the outstanding principal amount thereof, for the Interest Period applicable thereto, at a rate per annum equal to the sum of the Euro-Dollar Rate for such Interest Period (determined in accordance with Section 2.8(b) as if the related Money Market IBOR Borrowing were a Euro-Dollar Borrowing) plus (or minus) the Applicable PercentageMoney Market Margin quoted by the Bank making such Loan in accordance with Section 2.4. Each Money Market Absolute Rate Loan shall bear interest on the outstanding principal amount thereof, for the Interest Period applicable thereto, at a rate per annum equal to the Money Market Absolute Rate quoted by the Bank making such Loan in accordance with Section 2.4. Any overdue principal of or interest on any Money Market Loan shall bear interest, payable on the last day of the Interest Period (and, if such Interest Period extends over three months, at the end of each three-month interval during such Interest Period) and on the date such LIBOR Rate Loan shall be Converted or paid in full. (b) Notwithstanding anything to the contrary contained in this Agreement or any other Loan Documentdemand, for each day following until paid at a rate per annum equal to the occurrence and during the continuance of Base Rate until such failure shall become an Event of DefaultDefault and thereafter at a rate per annum equal to the sum of 2% plus the Base Rate for such day. (d) In the event that, and for so long as, any Event of Default shall have occurred and be continuing, the outstanding principal amount of and (the Loans, and, to the extent permitted by Applicable Law) applicable law, overdue interest on the Loans in respect of all Loans, shall bear interest at a per annum the annual rate equal to the sum of the Base Rate and two percent (2%) (the “Default Rate, payable on demand”). (ce) Interest with respect to Alternate Base Rate Loans due and payable in accordance with clause (a)(i) above The Administrative Agent shall accrue from the first day of such quarter until the last day of such quarter. Interest with respect to LIBOR Rate Loans due and payable in accordance with clause (a)(ii) above shall accrue from the first day of such Interest Period to but excluding the last day of such Interest Period, or, if applicable, determine each interest rate applicable to the end Loans hereunder. The Administrative Agent shall give prompt notice to the Borrower and the Banks of each such three-month intervalrate of interest so determined, and its determination thereof shall be conclusive in the absence of demonstrable error.