Common use of Interest Rates Clause in Contracts

Interest Rates. All outstanding Term Loans to the Borrower shall bear interest on the unpaid principal amount thereof (including, to the extent permitted by law, on interest thereon not paid when due) from the date made until paid in full in cash at a rate determined by reference to the Base Rate or Adjusted Term SOFR plus the Applicable Margin, but not to exceed the Maximum Rate. If at any time Term Loans are outstanding with respect to which the Borrower has not delivered to the Agent a notice specifying the basis for determining the interest rate applicable thereto in accordance herewith, those Term Loans shall be treated as Base Rate Loans 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 Term Loans shall bear interest as follows: (i) For all Base Rate Loans, at a fluctuating per annum rate equal to the Base Rate plus the Applicable Margin; and (ii) For all SOFR Rate Loans, at a fluctuating per annum rate equal to Adjusted Term SOFR plus the Applicable Margin. Each change in the Base Rate (or any component thereof) shall be reflected in the interest rate applicable to Base Rate Loans as of the effective date of such change. All computations of interest for Base Rate Loans when the Base Rate is determined by the “prime rate” shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year). On the last Business Day of each calendar quarter hereafter and on the Termination Date, the Borrower shall pay to the Agent, for the ratable benefit of the Lenders, interest accrued from the last Business Day of the preceding calendar quarter to the last Business Day of such calendar quarter (or accrued to the Termination Date in the case of a payment on the Termination Date) on all Base Rate Loans in arrears. The Borrower shall pay to the Agent, for the ratable benefit of the Lenders, interest on all SOFR Rate Loans in arrears on each SOFR Interest Payment Date.

Interest Rates. All outstanding Term (a) Pursuant to each properly delivered Borrowing Notice and Interest Period Notice, the LIBO Loans to the Borrower shall bear accrue interest on the unpaid principal amount thereof (including, to the extent permitted by law, on interest thereon not paid when due) from the date made until paid in full in cash at a rate determined by reference per annum during each Interest Period applicable thereto equal to the Base Rate or Adjusted Term SOFR sum of the LIBOR for such Interest Period plus the Applicable Margin. (b) On or before 12:00 noon, but not New York City time, at least three (3) Business Days prior to exceed the Maximum Rate. If at any time Term Loans are outstanding end of each Interest Period for each LIBO Loan, the Borrower shall deliver to the Senior Facility Agent an Interest Period Notice setting forth the Borrower’s election with respect to the duration of the next Interest Period applicable to such LIBO Loan, which the Borrower Interest Period shall be one (1), two (2), three (3), or six (6) months in length; provided that, if any Default or Event of Default has not delivered to the Agent a notice specifying the basis for determining the interest rate applicable thereto in accordance herewithoccurred and is continuing, those Term all LIBO Loans shall be treated as convert into Base Rate Loans until notice to at the contrary end of the then-current Interest Periods (in which case the Senior Facility Agent shall so notify the Borrower and the Senior Lenders). After such Default or Event of Default has been given to ceased, the Agent Borrower may convert each such Base Rate Loan into a LIBO Loan in accordance with this Agreement and by delivering an Interest Period Notice in accordance with Section 4.07 (Conversion Options). (c) If the Borrower fails to deliver an Interest Period Notice in accordance with Section 4.06(b) above with respect to any LIBO Loan, such notice has become effective. Except as otherwise provided hereinLIBO Loan shall be made as, or converted into, a Base Rate Loan at the Term end of the then-current Interest Period. (d) All LIBO Loans shall bear interest from (and including) the first day of the applicable Interest Period to (but excluding) the last day of such Interest Period at the interest rate determined as follows:applicable to such LIBO Loan. (ie) For all Notwithstanding anything to the contrary, the Borrower shall have, in the aggregate, no more than ten (10) separate LIBO Loans outstanding at any one time. (f) Each Base Rate Loans, Loan shall accrue interest at a fluctuating rate per annum rate equal to the sum of the Base Rate plus the Applicable Margin; and. (iig) For all SOFR Rate Loans, at a fluctuating per annum rate equal to Adjusted Term SOFR plus the Applicable Margin. Each change in the All Base Rate Loans shall bear interest from and including the date such Loan is made (or any component thereof) shall be reflected in the interest rate applicable day on which LIBO Loans are converted to Base Rate Loans as of required under Section 4.06(b) or 4.07 (Conversion Options) or under Article V (LIBOR and Tax Provisions)) to (but excluding) the effective date of such change. All computations of Loan or portion thereof is paid at the interest for rate determined as applicable to such Base Rate Loans when the Base Rate is determined by the “prime rate” shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year). On the last Business Day of each calendar quarter hereafter and on the Termination Date, the Borrower shall pay to the Agent, for the ratable benefit of the Lenders, interest accrued from the last Business Day of the preceding calendar quarter to the last Business Day of such calendar quarter (or accrued to the Termination Date in the case of a payment on the Termination Date) on all Base Rate Loans in arrears. The Borrower shall pay to the Agent, for the ratable benefit of the Lenders, interest on all SOFR Rate Loans in arrears on each SOFR Interest Payment DateLoan.

Interest Rates. All outstanding Term Loans to the Borrower shall bear interest on the unpaid principal amount thereof (including, to the extent permitted by law, on interest thereon not paid when due) from the date made until paid in full in cash at a rate determined by reference to the Base Rate or Rate, Adjusted Term SOFR or, if then applicable, Daily Simple SOFR, in each case, plus the Applicable Margin, but not to exceed the Maximum Rate. If at any time Term Loans are outstanding with respect to which the Borrower has not delivered to the Agent a notice specifying the basis for determining the interest rate applicable thereto in accordance herewith, those Term Loans shall be treated as Base Rate Loans 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 Term Loans shall bear interest as follows: (i) For all Base Rate Loans, at a fluctuating per annum rate equal to the Base Rate plus the Applicable Margin; and (ii) For all SOFR Rate Term Benchmark Loans, at a fluctuating per annum rate equal to Adjusted Term SOFR for the Interest Period in effect for such Loan plus the Applicable Margin. To the extent the Adjusted Daily Simple SOFR is then the applicable Benchmark, each RFR Loan shall bear interest at a rate per annum equal to the Adjusted Daily Simple SOFR plus the Applicable Margin. Each change in the Base Rate (or any component thereof) shall be reflected in the interest rate applicable to Base Rate Loans as of the effective date of such change. All computations of interest for Base Rate Loans when the Base Rate is determined by the “prime ratePrime Rate” shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year). On the last first Business Day of each calendar quarter hereafter and on the Termination Date, the Borrower shall pay to the Agent, for the ratable benefit of the LendersLenders (provided that all interest on applicable Swingline Loans shall be for the benefit of the Swingline Lender and all interest on Agent Advances shall be for the benefit of the Agent), interest accrued from the last first Business Day of the preceding calendar quarter to (but not including) the last first Business Day of such calendar quarter (or accrued to the Termination Date in the case of a payment on the Termination Date) on all Base Rate Loans in arrears. The Borrower shall pay to the Agent, for the ratable benefit of the Lenders, accrued interest on all SOFR Rate RFR Loans and Term Benchmark Loans in arrears on each applicable SOFR Interest Payment Date.

Interest Rates. All outstanding Term Loans to the Borrower Obligations shall bear interest on the unpaid principal amount thereof (including, to the extent permitted by law, on interest thereon not paid when due) from the date made until paid in full in cash at a rate determined by reference to the Base Rate or Adjusted Term SOFR plus the Applicable MarginLIBOR Rate and Sections 3.1(a)(i) or (ii), as applicable, but not to exceed the Maximum RateRate described in Section 3.3. Subject to the provisions of Section 3.2, any of the Loans may be converted into, or continued as, Base Rate Loans or LIBOR Rate Loans in the manner provided in Section 3.2. If at any time Term Loans are outstanding with respect to which the Borrower notice has not been delivered to the Agent a notice in accordance with the terms of this Agreement specifying the basis for determining the interest rate applicable thereto in accordance herewiththereto, then those Term Loans shall be treated as Base Rate 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 Term Loans outstanding Obligations shall bear interest as follows: (i) For all Base Rate Revolving Loans and other Obligations (other than LIBOR Revolving Rate Loans, ) at a fluctuating per annum rate equal to the Base Rate plus the Applicable Margin; and (ii) For all SOFR Rate Loans, LIBOR Revolving Loans at a fluctuating per annum rate equal to Adjusted Term SOFR the LIBOR Rate plus the Applicable Margin. Each change in the Base Rate (or any component thereof) shall be reflected in the interest rate applicable to Base Rate Loans described in clauses (i) and (ii) above as of the effective date of such change. All computations of interest for Base Rate Loans when the Base Rate is determined by the “prime rate” charges shall be made computed on the basis of a year of 365 or 366 days, as the case may be, and actual 360 days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, interest being paid than if computed on the basis of a 365-day year). On Interest accrued on all Loans will be payable in arrears on (A) the last Business Day first day of each calendar quarter hereafter month hereafter, (B) on any date of prepayment, with respect to the principal amount of Loans being prepaid, and (C) on the Termination Date. Borrower hereby authorizes Agent, the Borrower shall pay without further order or authorization of Borrower, to charge all interest payable hereunder to the Agent, for Borrower’s Loan Account as Revolving Loans as described in Section 4.4 with interest to accrue thereon at the ratable benefit of the Lenders, interest accrued from the last Business Day of the preceding calendar quarter to the last Business Day of such calendar quarter (or accrued to the Termination Date Interest Rate described in the case of a payment on the Termination Date) on all Base Rate Loans in arrears. The Borrower shall pay to the Agent, for the ratable benefit of the Lenders, interest on all SOFR Rate Loans in arrears on each SOFR Interest Payment DateSection 3.1(a)(ii).

Interest Rates. All outstanding (a) The Loans shall be Term SOFR Loans, except as otherwise provided in this Agreement, including without limitation, in Sections 11.1 and 11.2. (b) The Loans to the Borrower shall bear interest on the unpaid principal amount thereof thereof, for each day such Loan is outstanding during each Interest Period applicable thereto, at a rate per annum equal to the Applicable Rate with respect thereto; provided that from and including the date that is one year after the Closing Date to but excluding the date on which the Reinvestment Period ends, solely for purposes of calculating interest, if the aggregate principal amount of the Term Loans outstanding (includingdisregarding for this purpose any reduction in the aggregate principal amount of Term Loans in order to cure any Market Trigger, Default or Event of Default or to satisfy the Coverage Tests, the Collateral Quality Test, the Lender Advance Rate Test, the Concentration Limitations or any Eligibility Criteria) is less than 75% of the amount of the Total Term Commitment as in effect on the date hereof, Term Loans shall be deemed to have been made in amount equal to 75% of the amount of the Total Term Commitment as in effect on the date hereof and interest shall be applied to such amount, in each case without giving effect to any voluntary reduction or termination of all or any portion of the Total Term Commitment; provided further, that the Applicable Rate with respect to any Term Loans that are deemed to have been drawn pursuant to the previous proviso shall consist solely of the Applicable Margin. (c) Such interest shall be payable for each Interest Period on the Quarterly Payment Date immediately following the end of such Interest Period and on the Stated Maturity and as otherwise set forth herein. (d) In the event that, and for so long as, an Event of Default shall have occurred and be continuing, the outstanding principal amount of the Loans, and, to the extent permitted by lawApplicable Law, on overdue interest thereon not paid when due) from the date made until paid in full in cash at a rate determined by reference to the Base Rate or Adjusted Term SOFR plus the Applicable Marginrespect of all Loans, but not to exceed the Maximum Rate. If at any time Term Loans are outstanding with respect to which the Borrower has not delivered to the Agent a notice specifying the basis for determining the interest rate applicable thereto in accordance herewith, those Term Loans shall be treated as Base Rate Loans 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 Term Loans shall automatically bear interest as follows: for each day at the annual rate of the sum of (i) For all Base Rate Loans, at a fluctuating per annum rate equal to the Base Rate plus the Applicable Margin; and Rate for such Loan for such day plus (ii) For all SOFR Rate Loans, at a fluctuating per annum rate equal to Adjusted Term SOFR plus two percent (the Applicable Margin. Each change in the Base Rate “Post-Default Rate” for such Loan). (or any component thereofe) The Administrative Agent shall be reflected in the determine each interest rate applicable to Base Rate the Loans as hereunder for any Interest Period or portion thereof pursuant to this Section 2.5 and the related definitions; (f) The Administrative Agent shall provide notice to the Borrower, the Collateral Agent, the Collateral Administrator and the Lenders of the effective date of such change. All computations of interest for Base Rate Loans when the Base Rate is determined by the “prime rate” shall be made any and all SOFR rate sets on the basis date that any such rate set is determined. (g) Notwithstanding any other provision contained in this Agreement, after giving effect to any Borrowing, or to any continuation or conversion of a year of 365 or 366 daysany Loans, as the case may be, and actual days elapsed. All other computations of fees and interest there shall not be made on the basis of a 360-day year and actual days elapsed more than four (which results 4) different Interest Periods in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year). On the last Business Day of each calendar quarter hereafter and on the Termination Date, the Borrower shall pay to the Agent, for the ratable benefit of the Lenders, interest accrued from the last Business Day of the preceding calendar quarter to the last Business Day of such calendar quarter (or accrued to the Termination Date in the case of a payment on the Termination Date) on all Base Rate Loans in arrears. The Borrower shall pay to the Agent, for the ratable benefit of the Lenders, interest on all SOFR Rate Loans in arrears on each SOFR Interest Payment Dateeffect.

Interest Rates. All outstanding Term Loans to the Borrower shall bear interest on the unpaid principal amount thereof (including, to the extent permitted by law, on interest thereon not paid when due) from the date made until paid in full in cash at a rate determined by reference to the Base Rate or Adjusted Term SOFR the LIBOR Rate plus the Applicable Margin, but not to exceed the Maximum Rate. If at any time Term Loans are outstanding with respect to which the Borrower has not delivered to the Agent a notice specifying the basis for determining the interest rate applicable thereto in accordance herewith, those Term Loans shall be treated as Base Rate Loans 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 Term Loans shall bear interest as follows: (i) For all Base Rate Loans, at a fluctuating per annum rate equal to the Base Rate plus the Applicable Margin; and (ii) For all SOFR Rate LIBOR Loans, at a fluctuating per annum rate equal to Adjusted Term SOFR the LIBOR Rate plus the Applicable Margin. Each change in the Base Rate (or any component thereof) shall be reflected in the interest rate applicable to Base Rate Loans as of the effective date of such change. All computations of interest for Base Rate Loans when the Base Rate is determined by the “prime rate” shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year). On the last Business Day of each calendar quarter hereafter and on the Termination Date, the Borrower shall pay to the Agent, for the ratable benefit of the LendersLenders (provided that all interest on applicable Swingline Loans shall be for the benefit of the Swingline Lender and all interest on Agent Advances shall be for the benefit of the Agent), interest accrued from the last Business Day of the preceding calendar quarter to the last Business Day first day of such calendar quarter (or accrued to the Termination Date in the case of a payment on the Termination Date) on all Base Rate Loans in arrears. The Borrower shall pay to the Agent, for the ratable benefit of the Lenders, interest on all SOFR Rate LIBOR Loans in arrears on each SOFR LIBOR Interest Payment Date.

Interest Rates. All (a) The outstanding Term Loans to principal balance under the Borrower Loan shall bear interest on the unpaid principal amount thereof (including, to the extent permitted by law, on interest thereon not paid when due) from the date made until paid in full in cash at a rate determined by reference to the Base Rate or Adjusted Term SOFR plus the Applicable Margin, but not to exceed the Maximum Rate. If at any time Term Loans are outstanding with respect to which the Borrower has not delivered to the Agent a notice specifying the basis for determining the interest rate applicable thereto in accordance herewith, those Term Loans shall be treated as Base Rate Loans 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 Term Loans shall bear interest as follows: (i) For all Base Rate Loans, at a fluctuating per annum rate of interest equal to the Base Contract Rate. Whenever, subsequent to the date hereof, the LIBOR Rate plus is increased or decreased (as determined on the Applicable Margin; and date that is two (ii2) For all SOFR Rate LoansBusiness Days prior to each Payment Date), at a fluctuating per annum rate the Contract Rate, as set forth herein, shall be similarly changed effective as of such subsequent Payment Date, without notice or demand of any kind by an amount equal to Adjusted Term SOFR plus the Applicable Margin. Each amount of such change in the Base LIBOR Rate on the date that is two (or any component thereof2) Business Days prior to each Payment Date. The quarterly interest due on the principal balance of the Loan outstanding shall be reflected computed for the actual number of days elapsed during the Fiscal Quarter in the interest rate applicable to Base Rate Loans as of the effective date of such change. All computations of interest for Base Rate Loans when the Base Rate is determined by the “prime rate” shall be made question on the basis of a year consisting of 365 three hundred sixty (360) days and shall be calculated by determining the average daily principal balance outstanding for each day of the Fiscal Quarter in question. The daily rate shall be equal to 1/360th times the Contract Rate. If any statement furnished by Agent for the amount of a payment due exceeded the actual amount that should have been paid because the LIBOR Rate decreased and such decrease was not reflected in such statement, Borrower shall make the payment specified in such statement from Agent and Borrower shall receive a credit for the overpayment, which credit shall be applied towards the next subsequent payment due hereunder. If any statement furnished by Agent for the amount of a payment due was less than the actual amount that should have been paid because the LIBOR Rate increased and such increase was not reflected in such statement, Borrower shall make the payment specified in such statement from Agent and Borrower shall be required to pay any resulting underpayment with the next subsequent payment due hereunder. CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND THE NON-PUBLIC INFORMATION HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. (b) Borrower recognizes and acknowledges that any default on any payment, or 366 daysportion thereof, as due hereunder or to be made under any of the case may beother Loan Documents, will result in losses and additional expenses to Agent in servicing the Loan, and actual days elapsedin losses due to Lenders’ loss of the use of funds not timely received. All other computations Borrower further acknowledges and agrees that in the event of fees any such Default, Lenders would be entitled to damages for the detriment proximately caused thereby, but that it would be extremely difficult and impracticable to ascertain the extent of or compute such damages. Therefore, upon the Maturity Date and upon the occurrence and during the existence of an Event of Default (or upon any acceleration), interest shall automatically accrue hereunder, without notice to Borrower, at the Default Rate. The Default Rate shall be made on calculated and due from the basis date that the Default occurred which led to the Event of a 360-day year Default without regard to any grace or cure period as may be applicable and actual days elapsed shall be payable upon demand. (c) Solely for purposes of disclosure pursuant to the Interest Rate Act (Canada), notwithstanding anything contrary in clause (a) above, the annual rates of interest or fees to which results the rates of interest or fees provided in more fees this Agreement and the other Loan Documents for the Obligations (and state herein or interesttherein, as applicable, being paid than if to be computed on the basis of a 365-360 day year or any other period of time less than a calendar year). On the last Business Day of each calendar quarter hereafter and on the Termination Date, the Borrower shall pay ) are equivalent to the Agent, for rates so determined multiplied by the ratable benefit actual number of the Lenders, interest accrued from the last Business Day of the preceding calendar quarter to the last Business Day of such calendar quarter (or accrued to the Termination Date days in the case applicable calendar year and divided by 360 or such other period of a payment on the Termination Date) on all Base Rate Loans in arrears. The Borrower shall pay to the Agenttime, for the ratable benefit of the Lenders, interest on all SOFR Rate Loans in arrears on each SOFR Interest Payment Daterespectively.

Interest Rates. All outstanding Term Loans to the Borrower (a) Each ABR Loan shall bear interest on the unpaid outstanding principal amount thereof, for each day from and including the date such ABR Loan is made or is automatically converted from a Eurodollar Loan into an ABR Loan pursuant to Section 2.2.4, to but excluding the date it is paid or is converted into a Eurodollar Loan pursuant to Section 2.2.4, at a rate per annum equal to the Alternate Base Rate for such day plus the Applicable Base Rate Margin for such day. Changes in the rate of interest on any ABR Loan will take effect simultaneously with each change in the Alternate Base Rate or the Applicable Base Rate Margin. (b) Each Eurodollar Loan (other than a Eurodollar Bid Rate Loan) shall bear interest on the outstanding principal amount thereof from and including the first day of the Interest Period applicable thereto to (but not including, to ) the extent permitted by law, on interest thereon not paid when due) from last day of such Interest Period at the date made until paid in full in cash at a rate determined by reference to the Base Adjusted LIBO Rate or Adjusted Term SOFR for such Interest Period plus the Applicable Margin, but not to exceed the Maximum Rate. If at any time Term Loans are outstanding with respect to which the Borrower has not delivered Eurodollar Margin in effect two Business Days prior to the Agent a notice specifying the basis for determining the interest rate applicable thereto in accordance herewith, those Term Loans shall be treated as Base first day of such Interest Period. (c) Each Absolute Rate Loans 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 Term Loans Loan shall bear interest as follows:on the outstanding principal amount thereof from and including the first day of the Interest Period applicable thereto to (but not including) the last day of such Interest Period at the Absolute Rate applicable thereto. (id) For all Base Each Eurodollar Bid Rate Loans, Loan shall bear interest on the outstanding principal amount thereof from and including the first day of the Interest Period applicable thereto to (but not including) the last day of such Interest Period at a fluctuating per annum rate equal to the Base Adjusted LIBO Rate for such Interest Period plus the Applicable applicable Competitive Bid Margin; and (ii) For all SOFR Rate Loans, at a fluctuating per annum rate equal to Adjusted Term SOFR plus the Applicable Margin. Each change in the Base Rate (or any component thereof) shall be reflected in the interest rate applicable to Base Rate Loans as of the effective date of such change. All computations of interest for Base Rate Loans when the Base Rate is determined by the “prime rate” shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year). On the last Business Day of each calendar quarter hereafter and on the Termination Date, the Borrower shall pay to the Agent, for the ratable benefit of the Lenders, interest accrued from the last Business Day of the preceding calendar quarter to the last Business Day of such calendar quarter (or accrued to the Termination Date in the case of a payment on the Termination Date) on all Base Rate Loans in arrears. The Borrower shall pay to the Agent, for the ratable benefit of the Lenders, interest on all SOFR Rate Loans in arrears on each SOFR Interest Payment Date.

Interest Rates. All outstanding Term Loans to the Borrower shall bear interest on the unpaid principal amount thereof (including, to the extent permitted by law, on interest thereon not paid when due) from the date made until paid in full in cash at a rate determined by reference to the Base Rate or Adjusted Term SOFR the LIBOR Rate plus the Applicable Margin, but not to exceed the Maximum Rate. If at any time Term Loans are outstanding with respect to which the Borrower has not delivered to the Agent a notice specifying the basis for determining the interest rate applicable thereto in accordance herewith, those Term Loans shall be treated as Base Rate Loans 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 Term Loans shall bear interest as follows: (i) For all Base Rate Loans, at a fluctuating per annum rate equal to the Base Rate plus the Applicable Margin; and (ii) For all SOFR Rate LIBOR Loans, at a fluctuating per annum rate equal to Adjusted Term SOFR the LIBOR Rate plus the Applicable Margin. Each change in the Base Rate (or any component thereof) shall be reflected in the interest rate applicable to Base Rate Loans as of the effective date of such change. All computations of interest for Base Rate Loans when the Base Rate is determined by the “prime rate” shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year). On the last first Business Day of each calendar quarter hereafter and on the Termination Date, the Borrower shall pay to the Agent, for the ratable benefit of the LendersLenders (provided that all interest on applicable Swingline Loans shall be for the benefit of the Swingline Lender and all interest on Agent Advances shall be for the benefit of the Agent), interest accrued from the last Business Day of the preceding calendar quarter to the last Business Day first day of such calendar quarter (or accrued to the Termination Date in the case of a payment on the Termination Date) on all Base Rate Loans in arrears. The Borrower shall pay to the Agent, for the ratable benefit of the Lenders, interest on all SOFR Rate LIBOR Loans in arrears on each SOFR LIBOR Interest Payment Date.

Interest Rates. All outstanding Term Loans (a) Subject to the Borrower provisions of Section 2.06(c), each Overnight Rate Loan shall bear interest on the unpaid outstanding principal amount thereof thereof, for the period commencing with the date such Loan is made up to but not including the date such Loan is repaid in full, at a rate per annum equal to the Overnight Rate as in effect from time to time plus the Applicable Margin. Interest on each Overnight Rate Loan shall be payable in arrears on the fifteenth day of each calendar month for the immediately preceding calendar month and on the Termination Date (includingor, if earlier, with respect to the Loans of any Terminating Bank, on such Bank’s Specified Termination Date). (b) Subject to Section 2.06(c) and Section 8.06, each Term SOFR Loan shall bear interest on the outstanding principal amount thereof, for the period commencing with the date such Term SOFR Loan is made or continued through and including the last day of the Interest Period applicable thereto, at a rate per annum equal to the sum of Term SOFR for such Interest Period plus the Applicable Margin. Interest on each Term SOFR Loan shall be payable in arrears on the last day of the Interest Period in effect with respect thereto and on the Termination Date (or, if earlier, with respect to the Loans of any Terminating Bank, on such Bank’s Specified Termination Date). (c) Any overdue principal of (whether at stated maturity, by acceleration or otherwise) and (to the extent permitted by applicable law) interest on the Loans and all other overdue amounts payable hereunder shall bear interest, payable on interest thereon not paid when due) demand, for each day from and including the date made payment thereof was due up to but not including the date of actual payment, at a rate per annum equal to two percent (2%) above the Base Rate until such amount shall be paid in full in cash (after as well as before judgment). During the continuance of an Event of Default the principal of the Loans to the Borrower which are not overdue shall, until such Event of Default has been cured or remedied or such Event of Default has been waived by the Banks, bear interest at a rate determined by reference per annum equal to the Base Rate or Adjusted Term SOFR plus the Applicable Margin, but not to exceed the Maximum Rate. If at any time Term Loans are outstanding with respect to which the Borrower has not delivered to the Agent a notice specifying the basis for determining the interest rate applicable thereto in accordance herewith, those Term Loans shall be treated as Base Rate Loans 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 Term Loans shall bear interest as follows: greater of (i) For all Base Rate Loans, at a fluctuating per annum two percent (2%) above the rate equal of interest otherwise applicable to the Base Rate plus the Applicable Margin; and such Loans pursuant to this Section 2.06 or (ii) For all SOFR Rate Loans, at a fluctuating per annum the rate equal of interest applicable to Adjusted Term SOFR plus the Applicable Margin. Each change in the Base Rate overdue principal. (or any component thereofd) The Agent shall be reflected in determine the interest rate applicable to Base Rate the Loans as pursuant to the terms hereunder and its determination thereof shall be conclusive and binding for all purposes in the absence of manifest error. (e) In connection with the use or administration of Term SOFR, the Agent will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document. The Agent will promptly notify the Borrower and the Banks of the effective date effectiveness of such change. All computations any Conforming Changes in connection with the use or administration of interest for Base Rate Loans when the Base Rate is determined by the “prime rate” shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year). On the last Business Day of each calendar quarter hereafter and on the Termination Date, the Borrower shall pay to the Agent, for the ratable benefit of the Lenders, interest accrued from the last Business Day of the preceding calendar quarter to the last Business Day of such calendar quarter (or accrued to the Termination Date in the case of a payment on the Termination Date) on all Base Rate Loans in arrears. The Borrower shall pay to the Agent, for the ratable benefit of the Lenders, interest on all SOFR Rate Loans in arrears on each SOFR Interest Payment DateTerm SOFR.

Interest Rates. All outstanding Term Loans to the Borrower (a) So long as no Event of Default under this Agreement has occurred and is continuing, each Base Rate Loan shall bear interest on the unpaid outstanding principal amount thereof (includingthereof, to the extent permitted by law, on interest thereon not paid when due) for each day from the date such Base Rate Loan is made until paid in full in cash it becomes due, at a rate determined by reference to the Base Rate or Adjusted Term SOFR plus the Applicable Margin, but not to exceed the Maximum Rate. If at any time Term Loans are outstanding with respect to which the Borrower has not delivered to the Agent a notice specifying the basis for determining the interest rate applicable thereto in accordance herewith, those Term Loans shall be treated as Base Rate Loans 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 Term Loans shall bear interest as follows: (i) For all Base Rate Loans, at a fluctuating per annum rate equal to the Adjusted Base Rate plus the Applicable Margin; and (ii) For all SOFR Rate Loans, at a fluctuating per annum rate equal to Adjusted Term SOFR plus the Applicable MarginRate. Each change in the Base Rate (or any component thereof) Interest shall be reflected payable quarterly in the interest rate applicable to Base Rate Loans as of the effective date of such change. All computations of interest for Base Rate Loans when the Base Rate is determined by the “prime rate” shall be made arrears on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year). On the last first Business Day of each calendar quarter hereafter and commencing on the Termination Datefirst such date after such Base Rate Loan is made, and at the Borrower shall pay to the Agent, for the ratable benefit maturity of the LendersLoans (whether by reason of acceleration or otherwise); provided, interest accrued from the last Business Day of the preceding calendar quarter to the last Business Day of such calendar quarter (or accrued to the Termination Date that in the case event the Loans are repaid or prepaid in full and the Revolving Commitments have been terminated, then accrued interest in respect of a payment on the Termination Date) on all Base Rate Loans in arrearsshall be payable together with such repayment or prepayment on the date thereof. The Borrower So long as any Event of Default under this Agreement has occurred and is continuing, each Base Rate Loan shall pay 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 the Loans, whether by reason of acceleration or otherwise, each Base Rate 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. (b) So long as no Event of Default under this Agreement has occurred and is continuing, each LIBOR Loan shall bear interest on the outstanding principal amount thereof for each Interest Period applicable thereto at a rate per annum equal to the AgentAdjusted LIBOR Rate. Interest shall be payable for each Interest Period on the last day thereof, unless the duration of such Interest Period 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, and at the maturity of the Loans (whether by reason of acceleration or otherwise); provided, that in the event all LIBOR Loans made pursuant to a single borrowing are repaid or prepaid in full, then accrued interest in respect of such LIBOR Loans shall be payable together with such repayment or prepayment on the date thereof. So long as any Event of Default under this Agreement has occurred and is continuing, each LIBOR 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 Adjusted LIBOR 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 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 ratable benefit Adjusted LIBOR Rate. (c) So long as no Event of Default under this Agreement has occurred and is continuing, each Swingline Loan shall bear interest as set forth in 2.01(c). So long as any Event of Default under this Agreement has occurred and is continuing, each Swingline Loan shall bear interest on the outstanding principal amount thereof, for each day from the date such Swingline 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 the LendersLoans, whether by reason of acceleration or otherwise, each Base Rate 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. (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. (e) So long as any Event of Default under this Agreement has occurred and is continuing, all other overdue Borrower’s Obligations (other than the 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 default interest shall be payable on demand. (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 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 Borrower and the Banks upon determining the interest rate for each borrowing of LIBOR Loans after its receipt of the relevant Notice of Borrowing or Notice of Election, and upon each change in the Prime Rate; provided, however, that the failure of the Administrative Agent to provide Borrower or the Banks with any such notice shall neither affect any obligations of Borrower or the Banks hereunder nor result in any liability on the part of the Administrative Agent to Borrower or any Bank. Each such determination (including each determination of the Reserve Requirement) shall, absent manifest error, be conclusive and binding on all SOFR Rate Loans in arrears on each SOFR Interest Payment Dateparties hereto.

Interest Rates. All outstanding Term Loans to the Borrower Obligations shall bear interest on the unpaid principal amount thereof (including, to the extent permitted by law, on interest thereon not paid when due) from the date made until paid in full in cash at a rate determined by reference to the Alternate Base Rate or Adjusted Term SOFR the Eurodollar Rate plus the Applicable MarginMargins as set forth below, but not to exceed the Maximum Rate. If at any time Term Loans are outstanding with respect to which the Borrower has not delivered to the Agent a notice specifying the basis for determining the interest rate applicable thereto in accordance herewith, those Term Loans shall be treated as bear interest at a rate determined by reference to the Alternate Base Rate Loans 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 Term Loans outstanding Obligations shall bear interest as follows: (i) For all Alternate Base Rate Revolving Loans and other Obligations (other than Eurodollar Revolving Loans, ) at a fluctuating per annum rate equal to the Alternate Base Rate plus the Applicable Margin; and (ii) For all SOFR Rate Loans, Eurodollar Revolving Loans at a fluctuating per annum rate equal to Adjusted Term SOFR the Eurodollar Rate plus the Applicable Margin. Each change in the Alternate Base Rate (or any component thereof) shall be reflected in the interest rate applicable to Alternate Base Rate Revolving Loans as of the effective date of such change. All computations of interest for Base Rate Loans when the Base Rate is determined by the “prime rate” charges shall be made computed on the basis of a year of 365 or 366 days, as the case may be, and actual 360 days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, interest being paid than if computed on the basis of a 365-day year). On the last Business Day of each calendar quarter hereafter and on the Termination Date, the The Borrower shall pay to the Agent, for the ratable benefit of the Lenders, interest accrued from on all Alternate Base Rate Revolving Loans in arrears on the last Business Day first day of each month hereafter, on the preceding calendar quarter to the last Business Day date of any repayment of any portion of such calendar quarter (or accrued to the Termination Date in the case of a payment Loans and on the Termination Date) on all Base Rate Loans in arrears. The Borrower shall pay to the Agent, for the ratable benefit of the Lenders, interest on all SOFR Rate Eurodollar Revolving Loans in arrears on each SOFR Eurodollar Interest Payment Date.

Interest Rates. All outstanding Term Loans to the Borrower (a) Each Base Rate Loan shall bear interest on the outstanding principal amount thereof, for each day from the date such Loan is made to but excluding the date it becomes due, at a rate per annum equal to the sum of the Base Rate for such day plus the applicable Base Rate Margin. Such interest shall be payable to but excluding the date of actual payment in arrears on each Quarterly Date and on the Termination Date (or if the Loans have been converted to Term Loans pursuant to Section 2.19, on the Term Loan Maturity Date) and, with respect to the principal amount of any Base Rate Loan converted to a Term SOFR Loan, on each date a Base Rate Loan is so converted. (b) Each Daily Simple SOFR Loan shall bear interest on the outstanding principal amount thereof, for each day from the date such Loan is made to but excluding the date it becomes due, at a rate per annum equal to the sum of Daily Simple SOFR for such day plus the applicable Daily Simple SOFR Margin. Such interest shall be payable to but excluding the date of actual payment in arrears on each Quarterly Date and on the Termination Date (or if the Loans have been converted to Term Loans pursuant to Section 2.19, on the Term Loan Maturity Date) and, with respect to the principal amount of any Daily Simple SOFR Loan converted to a Term SOFR Loan, on each date a Daily Simple SOFR Loan is so converted. (c) Each Term SOFR 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 Term SOFR Margin for such day plus (ii) Term SOFR applicable to such Interest Period. 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 on the Termination Date (or if the Loans have been converted to Term Loans pursuant to Section 2.19, on the Term Loan Maturity Date). (d) Each Alternative Currency Term Rate 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 Alternative Currency Term Rate Margin for such day plus (ii) the Alternative Currency Term Rate applicable to such Interest Period. 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 on the Termination Date (or if the Loans have been converted to Term Loans pursuant to Section 2.19, on the Term Loan Maturity Date). (e) Each Alternative Currency Daily Rate Loan shall bear interest on the outstanding principal amount thereof, for each day from the date such Loan is made to but excluding the date it becomes due, at a rate per annum equal to the sum of Alternative Currency Daily Rate for such day plus the applicable Alternative Currency Daily Rate Margin. Such interest shall be payable to but excluding the date of actual payment in arrears on each Quarterly Date and on the Termination Date (or if the Loans have been converted to Term Loans pursuant to Section 2.19, on the Term Loan Maturity Date). (f) Subject to Section 8.01 and Section 8.02, the unpaid principal amount thereof (includingof each Competitive Bid Term SOFR Rate Loan or Competitive Bid Alternative Currency Term Rate Loan, to as applicable, shall bear interest on the extent permitted by lawoutstanding principal amount thereof, on interest thereon not paid when due) from for the date made until paid in full in cash Interest Period applicable thereto, at a rate determined by reference per annum equal to the Base sum of Term SOFR or Alternative Currency Term Rate, as applicable, for such Interest Period plus (or minus) the applicable Competitive Bid Term SOFR Rate or Adjusted Competitive Bid Alternative Currency Term SOFR plus Rate quoted by the Applicable Margin, but not to exceed the Maximum RateLender making such Loan. If at any time Term Loans are outstanding with respect to which the Borrower has not delivered to the Agent a notice specifying the basis for determining the interest rate applicable thereto in accordance herewith, those Term Loans shall be treated as Base The unpaid principal amount of each Competitive Bid Absolute Rate Loans 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 Term Loans Loan shall bear interest as follows: (i) For all Base Rate Loanson the outstanding principal amount thereof, for the Interest Period applicable thereto, at a fluctuating rate per annum rate equal to the Base Competitive Bid Absolute Rate quoted by the Lender making such Loan. 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 on the Termination Date (or if the Loans have been converted to Term Loans pursuant to Section 2.19, on the Term Loan Maturity Date). (g) Any overdue principal of or overdue interest on any Loan shall bear interest at a rate per annum equal to the sum of 1% plus the Applicable Margin; and (ii) For all SOFR Rate Loans, rate applicable to such Loan. Any other overdue amount shall bear interest at a fluctuating rate per annum rate equal to Adjusted Term SOFR the sum of 1% plus the Applicable Margin. Each change in the Base Rate (or any component thereof) shall be reflected in the interest rate applicable to Base Rate Loans. Amounts accruing under this Section 2.07(g) shall be payable upon demand. (h) The Administrative Agent shall determine each interest rate applicable to the Loans as hereunder. The Administrative Agent shall give prompt notice to the applicable Borrower and the participating Lenders of the effective date of such change. All computations each rate of interest for Base Rate Loans when the Base Rate is determined by the “prime rate” so determined, and its determination thereof shall be made on conclusive in the basis absence of a year of 365 manifest error. (i) With respect to SOFR, Term SOFR, Daily Simple SOFR, any Alternative Currency Daily Rate or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year). On the last Business Day of each calendar quarter hereafter and on the Termination Dateany Alternative Currency Term Rate, the Borrower shall pay Administrative Agent will have the right to make Conforming Changes from time to time and, notwithstanding anything to the Agentcontrary herein or in any other Loan Document, for any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document; provided that, with respect to any such amendment effected, the ratable benefit of the Lenders, interest accrued from the last Business Day of the preceding calendar quarter Administrative Agent shall post each such amendment implementing such Conforming Changes to the last Business Day of Company and the Lenders reasonably promptly after such calendar quarter (or accrued to the Termination Date in the case of a payment on the Termination Date) on all Base Rate Loans in arrears. The Borrower shall pay to the Agent, for the ratable benefit of the Lenders, interest on all SOFR Rate Loans in arrears on each SOFR Interest Payment Dateamendment becomes effective.

Interest Rates. All outstanding Term Revolving Loans to the Borrower shall bear interest on the unpaid principal amount thereof (including, to the extent permitted by law, on interest thereon not paid when due) from the date made until paid in full in cash at a rate determined by reference to the Base Rate or Adjusted Term SOFR the LIBOR Rate plus the Applicable Margin, but not to exceed the Maximum Rate. If at any time Term Revolving Loans are outstanding with respect to which the Borrower has Borrowers have not delivered to the Agent a notice specifying the basis for determining the interest rate applicable thereto in accordance herewith, those Term Revolving Loans shall be treated as bear interest at a rate determined by reference to the Base Rate Loans (unless the Default Rate has been effected by the Agent and the Required Lenders pursuant to Section 2.1(b)) 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 Term outstanding Revolving Loans shall bear interest as follows: (i) For all Base Rate Loans, Loans at a fluctuating per annum rate equal to the Base Rate plus the Applicable Margin; and (ii) For all SOFR LIBOR Rate Loans, Loans at a fluctuating per annum rate equal to Adjusted Term SOFR the LIBOR Rate plus the Applicable Margin. Each change in the Base Rate (or any component thereof) shall be reflected in the interest rate applicable to Base Rate Loans as of the effective date of such change. All computations interest charges for LIBOR Rate Loans 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). All interest charges for Base Rate Loans when the Base Rate is determined by the “prime rate” shall be made computed on the basis of a year of 365 or 366 days, as the case may be, and for actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year). On the last Business Day of each calendar quarter hereafter and on the Termination Date, the Borrower The Borrowers shall pay to the Agent, for the ratable benefit of the Lenders, interest accrued from the last Business Day of the preceding calendar quarter to the last Business Day of such calendar quarter (or accrued to the Termination Date in the case of a payment on the Termination Date) on all Base Rate Loans in arrearsarrears on the first day of each month hereafter and on the Termination Date. The Borrower Borrowers shall pay to the Agent, for the ratable benefit of the Lenders, interest on all SOFR LIBOR Rate Loans in arrears on each SOFR LIBOR Interest Payment Date.

Interest Rates. All outstanding Term Loans to the Borrower (a) So long as no Event of Default under this Agreement has occurred and is continuing, each Base Rate Loan shall bear interest on the unpaid outstanding principal amount thereof (includingthereof, to the extent permitted by law, on interest thereon not paid when due) for each day from the date such Base Rate Loan is made until paid in full in cash it becomes due, at a rate determined by reference to the Base Rate or Adjusted Term SOFR plus the Applicable Margin, but not to exceed the Maximum Rate. If at any time Term Loans are outstanding with respect to which the Borrower has not delivered to the Agent a notice specifying the basis for determining the interest rate applicable thereto in accordance herewith, those Term Loans shall be treated as Base Rate Loans 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 Term Loans shall bear interest as follows: (i) For all Base Rate Loans, at a fluctuating per annum rate equal to the Adjusted Base Rate plus the Applicable Margin; and (ii) For all SOFR Rate Loans, at a fluctuating per annum rate equal to Adjusted Term SOFR plus the Applicable MarginRate. Each change in the Base Rate (or any component thereof) Interest shall be reflected payable monthly in the interest rate applicable to Base Rate Loans as of the effective date of such change. All computations of interest for Base Rate Loans when the Base Rate is determined by the “prime rate” shall be made arrears on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year). On the last first Business Day of each calendar quarter hereafter and month commencing on the Termination Datefirst such date after such Base Rate Loan is made, and at the Borrower shall pay to the Agent, for the ratable benefit maturity of the LendersLoans (whether by reason of acceleration or otherwise); provided, interest accrued from the last Business Day of the preceding calendar quarter to the last Business Day of such calendar quarter (or accrued to the Termination Date that in the case event the Loans are repaid or prepaid in full and the Commitments have been terminated, then accrued interest in respect of a payment on the Termination Date) on all Base Rate Loans in arrearsshall be payable together with such repayment or prepayment on the date thereof. The Borrower So long as any Event of Default under this Agreement has occurred and is continuing, each Base Rate Loan shall pay 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 the Loans, whether by reason of acceleration or otherwise, each Base Rate 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. (b) So long as no Event of Default under this Agreement has occurred and is continuing, each LIBOR Loan shall bear interest on the outstanding principal amount thereof for each Interest Period applicable thereto at a rate per annum equal to the AgentAdjusted LIBOR Rate. Interest shall be payable for each Interest Period on the last day thereof, unless the duration of such Interest Period 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, and at the maturity of the Loans (whether by reason of acceleration or otherwise); provided, that in the event all LIBOR Loans made pursuant to a single borrowing are repaid or prepaid in full, then accrued interest in respect of such LIBOR Loans shall be payable together with such repayment or prepayment on the date thereof. So long as any Event of Default under this Agreement has occurred and is continuing, each LIBOR 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 Adjusted LIBOR 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 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 ratable benefit of the Lenders, interest on all SOFR Rate Loans in arrears on each SOFR Interest Payment DateAdjusted LIBOR Rate.

Interest Rates. All outstanding Term Loans (a) Subject to the Borrower provisions of Section 2.06(c), each Overnight Rate Loan shall bear interest on the unpaid outstanding principal amount thereof thereof, for the period commencing with the date such Loan is made up to but not including the date such Loan is repaid in full, at a rate per annum equal to the Overnight Rate as in effect from time to time. Interest on each Overnight Rate Loan shall be payable in arrears on the last day of each calendar month and on the Termination Date. (includingb) 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 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 payable on the last day of the Interest Period in effect with respect thereto and on the Termination Date. (c) Any overdue principal of (whether at stated maturity, by acceleration or otherwise) and (to the extent permitted by applicable law) interest on the Loans and all other overdue amounts payable hereunder shall bear interest, payable on interest thereon not paid when due) demand, for each day from and including the date made payment thereof was due up to but not including the date of actual payment, at a rate per annum equal to two percent (2%) above the Base Rate until such amount shall be paid in full in cash (after as well as before judgment). During the continuance of an Event of Default the principal of the Loans to the Borrower which are not overdue shall, until such Event of Default has been cured or remedied or such Event of Default has been waived by the Banks, bear interest at a rate determined by reference per annum equal to the Base Rate or Adjusted Term SOFR plus the Applicable Margin, but not to exceed the Maximum Rate. If at any time Term Loans are outstanding with respect to which the Borrower has not delivered to the Agent a notice specifying the basis for determining the interest rate applicable thereto in accordance herewith, those Term Loans shall be treated as Base Rate Loans 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 Term Loans shall bear interest as follows: greater of (i) For all Base Rate Loans, at a fluctuating per annum two percent (2%) above the rate equal of interest otherwise applicable to the Base Rate plus the Applicable Margin; and such Loans pursuant to this Section 2.06 or (ii) For all SOFR Rate Loans, at a fluctuating per annum the rate equal of interest applicable to Adjusted Term SOFR plus the Applicable Margin. Each change in the Base Rate overdue principal. (or any component thereofd) The Agent shall be reflected in determine the interest rate applicable to Base Rate the Loans as of pursuant to the effective date of such change. All computations of interest for Base Rate Loans when the Base Rate is determined by the “prime rate” terms hereunder and its determination thereof shall be made on the basis of a year of 365 or 366 days, as the case may be, conclusive and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year). On the last Business Day of each calendar quarter hereafter and on the Termination Date, the Borrower shall pay to the Agent, binding for the ratable benefit of the Lenders, interest accrued from the last Business Day of the preceding calendar quarter to the last Business Day of such calendar quarter (or accrued to the Termination Date all purposes in the case absence of a payment on the Termination Date) on all Base Rate Loans in arrears. The Borrower shall pay to the Agent, for the ratable benefit of the Lenders, interest on all SOFR Rate Loans in arrears on each SOFR Interest Payment Datemanifest error.

Interest Rates. All outstanding (a) Each SOFR Loan shall accrue interest at a rate per annum during each Interest Period applicable thereto equal to the sum of Term Loans SOFR for such Interest Period plus the Applicable Margin for such Loan. (b) On or before 1:00 p.m. at least three (3) U.S. Government Securities Business Days prior to the end of each Interest Period for each SOFR Loan, the Borrower shall bear interest on the unpaid principal amount thereof (including, deliver to the extent permitted by law, on interest thereon not paid when due) from Credit Facility Agent an Interest Period Notice setting forth the date made until paid in full in cash at a rate determined by reference to the Base Rate or Adjusted Term SOFR plus the Applicable Margin, but not to exceed the Maximum Rate. If at any time Term Loans are outstanding Borrower’s election with respect to the duration of the next Interest Period applicable to such SOFR Loan, which Interest Period shall be one (1), three (3) or six (6) months in length (or, if available to all applicable Lenders, such other periods as may be agreed by the Borrower has not delivered Credit Facility Agent (including with respect to the Agent a notice specifying Applicable Margin agreed to by all the basis for determining the interest rate applicable thereto in accordance herewithLenders with respect to any such Interest Period)); provided that, those Term (i) if any Loan Facility Declared Default has occurred and is Continuing, all SOFR Loans shall be treated as convert into Base Rate Loans until notice to and (ii) if any Unmatured Loan Facility Event of Default has occurred and is Continuing at the contrary end of the then-current Interest Periods, all SOFR Loans shall convert into SOFR Loans with an Interest Period of one (1) month, in each case, at the end of the then-current Interest Periods (in which case the Credit Facility Agent shall so notify the Borrower and the Lenders). After such Loan Facility Declared Default or Unmatured Loan Facility Event of Default has been given to ceased, the Agent Borrower may convert each such Base Rate Loan or SOFR Loan with an Interest Period of one month into a SOFR Loan in accordance with this Agreement by delivering an Interest Period Notice in accordance with Section 4.06 (Conversion Options). (c) If the Borrower fails to deliver an Interest Period Notice in accordance with Section 4.05(b) (Interest Rates) above with respect to any SOFR Loan, such SOFR Loan shall be made as, or converted into, a Base Rate Loan at the end of the then-current Interest Period. (d) Each SOFR Loan shall bear interest from (and including) the first day of the applicable Interest Period to (but excluding) the last day of such notice has become effective. Except Interest Period (or the date such Loan is converted to a Base Rate Loan) at the interest rate determined as otherwise provided applicable to such SOFR Loan. (e) Notwithstanding anything to the contrary contained herein, the Term Borrower shall have, in the aggregate, no more than fifteen (15) separate SOFR Loans shall bear interest as follows:outstanding at any one time. (if) For all Each Base Rate Loans, Loan shall accrue interest at a fluctuating rate per annum rate equal to the sum of the Base Rate plus the Applicable Margin; andMargin for such Loan. (iig) For all SOFR Rate Loans, at a fluctuating per annum rate equal to Adjusted Term SOFR plus the Applicable Margin. Each change in the All Base Rate Loans shall bear interest from and including the date such Loan is made (or any component thereof) shall be reflected in the interest rate applicable day on which SOFR Loans are converted to Base Rate Loans in accordance with Section 4.05(c) (Interest Rates) or 4.06 (Conversion Options) or under Article V (SOFR and Tax Provisions)) to (but excluding) the date such Loan or portion thereof is paid at the interest rate determined as applicable to such Base Rate Loan (or the date such Loan is converted to a SOFR Loan). (h) In connection with the use or administration of Term SOFR, the Credit Facility Agent will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Finance 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 Finance Document. The Credit Facility Agent will promptly notify the Borrower and the Lenders of the effective date effectiveness of such change. All computations any Conforming Changes in connection with the use or administration of interest for Base Rate Loans when the Base Rate is determined by the “prime rate” shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year). On the last Business Day of each calendar quarter hereafter and on the Termination Date, the Borrower shall pay to the Agent, for the ratable benefit of the Lenders, interest accrued from the last Business Day of the preceding calendar quarter to the last Business Day of such calendar quarter (or accrued to the Termination Date in the case of a payment on the Termination Date) on all Base Rate Loans in arrears. The Borrower shall pay to the Agent, for the ratable benefit of the Lenders, interest on all SOFR Rate Loans in arrears on each SOFR Interest Payment DateTerm SOFR.

Interest Rates. All (a) The outstanding Term Loans to principal balance under the Borrower Loan shall bear interest on the unpaid principal amount thereof (including, to the extent permitted by law, on interest thereon not paid when due) from the date made until paid in full in cash at a rate determined by reference to the Base Rate or Adjusted Term SOFR plus the Applicable Margin, but not to exceed the Maximum Rate. If at any time Term Loans are outstanding with respect to which the Borrower has not delivered to the Agent a notice specifying the basis for determining the interest rate applicable thereto in accordance herewith, those Term Loans shall be treated as Base Rate Loans 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 Term Loans shall bear interest as follows: (i) For all Base Rate Loans, at a fluctuating per annum rate of interest equal to the Base Contract Rate. Whenever, subsequent to the date hereof, the LIBOR Rate plus is increased or decreased (as determined on the Applicable Margin; and date that is two (ii2) For all SOFR Rate LoansBusiness Days prior to each Payment Date), at a fluctuating per annum rate the Contract Rate, as set forth herein, shall be similarly changed effective as of such subsequent Payment Date, without notice or demand of any kind by an amount equal to Adjusted Term SOFR plus the Applicable Margin. Each amount of such change in the Base LIBOR Rate on the date that is two (or any component thereof2) Business Days prior to each Payment Date. The quarterly interest due on the principal balance of the Loan outstanding shall be reflected computed for the actual number of days elapsed during the Fiscal Quarter in the interest rate applicable to Base Rate Loans as of the effective date of such change. All computations of interest for Base Rate Loans when the Base Rate is determined by the “prime rate” shall be made question on the basis of a year consisting of 365 or 366 days, as the case may be, three hundred sixty (360) days and actual days elapsed. All other computations of fees and interest shall be made on calculated by determining the basis average daily principal balance outstanding for each day of a 360-day year and actual days elapsed (which results the Fiscal Quarter in more fees or interest, as applicable, being paid than if computed on question. The daily rate shall be equal to 1/360th times the basis of a 365-day year)Contract Rate. On the last Business Day of each calendar quarter hereafter and on the Termination Date, the Borrower shall pay to the Agent, If any statement furnished by Agent for the ratable benefit of the Lenders, interest accrued from the last Business Day of the preceding calendar quarter to the last Business Day of such calendar quarter (or accrued to the Termination Date in the case amount of a payment due exceeded the actual amount that should have been paid because the LIBOR Rate decreased and such decrease was not reflected in such statement, Borrower shall make the payment specified in such statement from Agent and Borrower shall receive a credit for the overpayment, which credit shall be applied towards the next subsequent payment due hereunder. If any statement furnished by Agent for the amount of a payment due was less than the actual amount that should have been paid because the LIBOR Rate increased and such increase was not reflected in such statement, Borrower shall make the payment specified in such statement from Agent and Borrower shall be required to pay any resulting underpayment with the next subsequent payment due hereunder. (b) Borrower recognizes and acknowledges that any default on any payment, or portion thereof, due hereunder or to be made under any of the Termination Date) on all Base Rate Loans other Loan Documents, will result in arrearslosses and additional expenses to Agent in servicing the Loan, and in losses due to Lenders’ loss of the use of funds not timely received. Borrower further acknowledges and agrees that in the event of any such Default, Lenders would be entitled to damages for the detriment proximately caused thereby, but that it would be extremely difficult and impracticable to ascertain the extent of or compute such damages. Therefore, upon the Maturity Date and upon the occurrence and during the existence of an Event of Default (or upon any acceleration), interest shall automatically accrue hereunder, without notice to Borrower, at the Default Rate. The Borrower Default Rate shall pay be calculated and due from the date that the Default occurred which led to the Agent, for the ratable benefit Event of the Lenders, interest on all SOFR Rate Loans in arrears on each SOFR Interest Payment DateDefault without regard to any grace or cure period as may be applicable and shall be payable upon demand.

Interest Rates. All outstanding Term Loans to the Borrower shall bear interest on the unpaid principal amount thereof (including, to the extent permitted by law, on interest thereon not paid when due) from the date made until paid in full in cash at a rate determined by reference to the Base Rate or Adjusted Term SOFR plus the Applicable Margin, but not to exceed the Maximum Rate. If at any time Term Loans are outstanding with respect to which the Borrower has not delivered to the Agent a notice specifying the basis for determining the interest rate applicable thereto in accordance herewith, those Term Loans shall be treated as Base Rate Loans 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 Term Loans shall bear interest as follows: (i) For all Base Rate Loans, at a fluctuating per annum rate equal to the Base Rate plus the Applicable Margin; and (ii) For all SOFR Rate Loans, at a fluctuating per annum rate equal to Adjusted Term SOFR plus the Applicable Margin. Each change in the Base Rate (or any component thereof) shall be reflected in the interest rate applicable to Base Rate Loans as of the effective date of such change. All computations of interest for Base Rate Loans when the Base Rate is determined by the “prime rate” shall be made on the basis of a year of 365 or 366 days, as the case may be, days and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year)elapsed. On the last Business Day of each calendar quarter month hereafter and on the Termination Maturity Date, the Borrower shall pay to the Agent, for the ratable benefit of the Lenders, interest accrued from the last Business Day of the preceding calendar quarter month to the last Business Day of such calendar quarter month (or accrued to the Termination Maturity Date in the case of a payment on the Termination Maturity Date) on all Base Rate Loans in arrears. The Borrower shall pay to the Agent, for the ratable benefit of the Lenders, interest on all SOFR Rate Loans in arrears on each SOFR Interest Payment Date. Notwithstanding the foregoing, the first interest payment due after the Closing Date shall be due no sooner than the last Business Day in January 2024.

Interest Rates. All outstanding Term Loans to the Borrower Obligations shall bear interest on the unpaid principal amount thereof (including, to the extent permitted by law, on interest thereon not paid when due) from the date made until paid in full in cash at a rate determined by reference to the Base Rate or Adjusted Term SOFR plus the Applicable MarginLIBOR Rate and Sections 3.1(a)(i) or (ii) as applicable, but not to exceed the Maximum RateRate described in Section 3.3. Subject to the provisions of Section 3.2, any of the Loans may be converted into, or continued as, Base Rate Loans or LIBOR Rate Loans in the manner provided in Section 3.2. If at any time Term Loans are outstanding with respect to which the Borrower notice has not been delivered to the Agent a notice in accordance with the terms of this Agreement specifying the basis for determining the interest rate applicable thereto in accordance herewiththereto, then those Term Loans shall be treated as Base Rate 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 Term Loans outstanding Obligations shall bear interest as follows: (i) For all Base Rate 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 SOFR Rate Loans, LIBOR Revolving Loans at a fluctuating per annum rate equal to Adjusted Term SOFR the LIBOR Rate plus the Applicable Margin. Each change in the Base Rate (or any component thereof) shall be reflected in the interest rate applicable to Base Rate Loans described in (i) above as of the effective date of such change. All computations of interest for Base Rate Loans when the Base Rate is determined by the “prime rate” charges shall be made computed on the basis of a year of 365 or 366 days, as the case may be, and actual 360 days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, interest being paid than if computed on the basis of a 365-day year). On the last Business Day of each calendar quarter hereafter and on the Termination Date, the Borrower shall pay to the Agent, for the ratable benefit of the Lenders, interest accrued from the last Business Day of the preceding calendar quarter to the last Business Day of such calendar quarter (or accrued to the Termination Date in the case of a payment on the Termination Date) on all Base Rate Loans in arrears. The Borrower shall pay to the Agent, for the ratable benefit of the Lenders, Lenders (x) interest accrued on all SOFR Base Rate Loans in arrears on the first day of each SOFR month after the Closing Date and on the Termination Date and (ii) interest on all LIBOR Revolving Loans in arrears on each LIBOR Interest Payment Date.

Interest Rates. All outstanding Term Loans to the Borrower (a) Each Base Rate Loan shall bear interest on the unpaid outstanding principal amount thereof (includingthereof, to the extent permitted by law, on interest thereon not paid when due) for each day from the date such Loan is made until paid in full in cash it becomes due, at a rate determined by reference per annum equal to the Base Rate or Adjusted Term SOFR plus the Applicable Margin, but not to exceed the Maximum Rate. If at any time Term Loans are outstanding with respect to which the Borrower has not delivered to the Agent a notice specifying the basis for determining the interest rate applicable thereto in accordance herewith, those Term Loans shall be treated as Base Rate Loans 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 Term Loans shall bear interest as follows: (i) For all Base Rate Loans, at a fluctuating per annum rate equal to sum of the Base Rate plus the Applicable Margin; Base Rate Margin for such day. Such interest shall be payable at maturity, quarterly in arrears on each Quarterly Date prior to maturity and (ii) For all SOFR , with respect to the principal amount of any Base Rate LoansLoan converted to a Term Benchmark Loan, on the date of such conversion. Any overdue principal of or interest on any Base Rate Loan shall bear interest, payable on demand, for each day until paid at a fluctuating rate per annum rate equal to Adjusted Term SOFR the sum of 2% plus the Applicable Margin. Each change in the Base Rate (or any component thereof) shall be reflected in the interest rate otherwise applicable to Base Rate Loans as for such day. (b) Each Term Benchmark 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 effective date of Applicable Term Benchmark Margin for such changeday plus the Adjusted Term SOFR Rate applicable to such Interest Period. All computations of interest for Base Rate Loans when the Base Rate is determined by the “prime rate” shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and Such interest shall be made payable for each Interest Period on the basis last day thereof and, if such Interest Period is longer than three months, at intervals of three months after the first day thereof, and at maturity. (c) To the extent applicable pursuant to Section 8.02, each RFR Loan shall bear interest on the outstanding principal amount thereof at a 360-rate per annum equal to the sum of the Applicable RFR Margin for such day year and actual days elapsed plus the Adjusted Daily Simple SOFR Rate applicable to such Interest Period. Such interest shall be payable on each date that is on the numerically corresponding day in each calendar month after the Borrowing of such Loan (which results or, if there is no such numerically corresponding day in more fees such month, then the last day of such month). (d) Any overdue principal of or interest on any Term Benchmark Loan or RFR Loan shall bear interest, payable on demand, for each day until paid at a rate per annum equal to 2% plus the Applicable Term Benchmark Margin or Applicable RFR Margin, as applicable, being paid than if computed on to such Loans for such day. (e) The Administrative Agent shall determine each interest rate applicable to the basis of a 365-day year)Loans hereunder. On The Administrative Agent shall give prompt notice to the last Business Day Borrower and the participating Lenders of each calendar quarter hereafter rate of interest so determined, and on the Termination Date, the Borrower its determination thereof shall pay to the Agent, for the ratable benefit of the Lenders, interest accrued from the last Business Day of the preceding calendar quarter to the last Business Day of such calendar quarter (or accrued to the Termination Date be conclusive in the case absence of a payment on the Termination Date) on all Base Rate Loans in arrears. The Borrower shall pay to the Agent, for the ratable benefit of the Lenders, interest on all SOFR Rate Loans in arrears on each SOFR Interest Payment Datemanifest error.

Interest Rates. All outstanding Term Loans to the Borrower Obligations shall bear interest on the unpaid principal amount thereof (including, to the extent permitted by law, on accrued interest thereon not paid when due) from the date made until paid in full in cash at a rate determined by reference to the Base Rate or Adjusted Term SOFR plus the Applicable MarginLIBOR Rate, as applicable, and this Section 3.1, but not to exceed the Maximum Rate. Any of the Revolving Loans (other than any Base Rate Revolving Loans made pursuant to Section 2.3(e)(iii)) may be converted into, or continued as, Base Rate Revolving Loans or LIBOR Rate Revolving Loans, subject to, and in the manner provided in, Section 3.2. If at any time Term Revolving Loans are outstanding with respect to which the Borrower notice has not been delivered to the Administrative Agent a notice in accordance with the terms of this Agreement specifying the basis for determining the interest rate applicable thereto in accordance herewiththereto, then those Term Revolving Loans shall be treated as 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 Administrative Agent in accordance with this Agreement and such notice has become effective. Except as otherwise provided herein, the Term Loans outstanding Obligations shall bear interest as follows: (i) For for all Base Rate Revolving Loans and other Obligations (other than LIBOR Rate Revolving Loans, ) at a fluctuating per annum rate equal to the lesser of (A) the Base Rate plus the Applicable MarginMargin or (B) the Maximum Rate; and (ii) For for all SOFR LIBOR Rate Loans, Revolving Loans at a fluctuating per annum rate equal to Adjusted Term SOFR the lesser of (A) the LIBOR Rate plus the Applicable MarginMargin or (B) the Maximum Rate. Each change in the Base Rate (or any component thereof) shall be reflected in the interest rate applicable to Base Rate Loans described in clause (i) preceding as of the effective date of such change. All computations of Subject to Section 3.3, all interest for Base Rate Loans when the Base Rate is determined by the “prime rate” charges shall be made computed on the basis of a year of 365 or 366 days, as the case may be, and actual 360 days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, interest being paid than if computed on the basis of a 365-day year). On , except that interest computed at the last Business Day of each calendar quarter hereafter and Base Rate (when the Base Rate is determined by reference to the Prime Rate) shall be computed on the Termination Date, the Borrower shall pay to the Agent, for the ratable benefit of the Lenders, interest accrued from the last Business Day of the preceding calendar quarter to the last Business Day of such calendar quarter (or accrued to the Termination Date in the case basis of a payment on the Termination Date) on all Base Rate Loans in arrears. The Borrower shall pay to the Agentyear of 365 or 366 days, for the ratable benefit of the Lenders, interest on all SOFR Rate Loans in arrears on each SOFR Interest Payment Dateas applicable.

Interest Rates. All outstanding Term Loans to the Borrower Obligations shall bear interest on the unpaid principal amount thereof (including, to the extent permitted by law, on interest thereon not paid when due) from the date made until paid in full in cash immediately available funds at a rate determined by reference to the Base Rate or Adjusted Term SOFR the LIBOR Rate plus the Applicable MarginMargins as set forth below, but not to exceed the Maximum Rate. If at any time Term Loans are outstanding with respect to which the a Borrower has not delivered to the Agent a notice specifying the basis for determining the interest rate applicable thereto in accordance herewith, those Term Loans shall be treated as bear interest at a rate determined by reference to the Base Rate Loans 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 Term Loans outstanding Obligations shall bear interest as follows: (i) For all Base Rate Revolving Loans and other Obligations (other than LIBOR Rate Loans, ) at a fluctuating per annum rate equal to the Base Rate plus the Applicable Margin; and; (ii) For all SOFR Rate Loans, LIBOR Revolving Loans at a fluctuating per annum rate equal to Adjusted Term SOFR the LIBOR Rate plus the Applicable Margin. Each change in the Base Rate (or any component thereof) shall be reflected in the interest rate applicable to Base Rate Loans as of the effective date of such change. All computations of interest for Base Rate Loans when the Base Rate is determined by the “prime rate” charges shall be made computed on the basis of a year of 365 or 366 days, as the case may be, and actual 360 days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, interest being paid than if computed on the basis of a 365-day year). On the last Business Day of each calendar quarter hereafter and on the Termination Date, the Borrower The Borrowers shall pay to the Agent, for the ratable benefit of the Lenders, interest accrued from the last Business Day of the preceding calendar quarter to the last Business Day of such calendar quarter (or accrued to the Termination Date in the case of a payment on the Termination Date) on all Base Rate Loans in arrearsarrears on the first day of each month hereafter and on the Termination Date. The Borrower Borrowers shall pay to the Agent, for the ratable benefit of the Lenders, interest on all SOFR LIBOR Rate Loans in arrears on each SOFR LIBOR Interest Payment Date.

Interest Rates. All outstanding Term Loans to the Borrower Obligations shall bear interest on the unpaid principal amount thereof (including, to the extent permitted by law, on interest thereon not paid when due) from the date made until paid in full in cash at a rate determined by reference to the Base Rate or Adjusted Term SOFR the LIBOR Rate plus the Applicable MarginMargin as set forth below, but not to exceed the Maximum Rate. If at any time Term Loans are outstanding with respect to which the Borrower has not delivered to the Agent a notice specifying the basis for determining the interest rate applicable thereto in accordance herewith, those Term Loans shall be treated as bear interest at a rate determined by reference to the Base Rate Loans 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 Term Loans outstanding Obligations shall bear interest as follows: (i) For all Base Rate Loans and other Obligations (other than LIBOR Rate Loans, Bank Products or Letters of Credit) at a fluctuating per annum rate equal to the Base Rate plus the Applicable Margin; and (ii) For all SOFR LIBOR Rate Loans, Loans at a fluctuating per annum rate equal to Adjusted Term SOFR the LIBOR Rate plus the Applicable Margin. To the extent that at any time of determination the Aggregate Revolver Outstandings exceeds the amount of the Eligible Accounts Component at such time (as determined by the Agent), then such excess shall bear interest at a fluctuating rate per annum equal to the otherwise applicable rate of interest set forth in clauses (i) and (ii) of the preceding sentence, plus 0.50%. Each change in the Base Rate (or any component thereof) shall be reflected in the interest rate applicable to Base Rate Loans as of the effective date of such change. All computations of interest for Base Rate Loans when the Base Rate is determined by the “prime rate” charges shall be made computed on the basis of a year of 365 or 366 days, as the case may be, and actual 360 days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, interest being paid than if computed on the basis of a 365-day year). On the last Business Day of each calendar quarter hereafter and on the Termination Date, the The Borrower shall pay to the Agent, for the ratable benefit of the Lenders, interest accrued from the last Business Day of the preceding calendar quarter to the last Business Day of such calendar quarter (or accrued to the Termination Date in the case of a payment on the Termination Date) on all Base Rate Loans in arrearsarrears on the first day of each month hereafter and on the Termination Date. The Borrower shall pay to the Agent, for the ratable benefit of the Lenders, interest on all SOFR LIBOR Rate Loans in arrears on each SOFR LIBOR Interest Payment Date.

Interest Rates. All outstanding Term Loans to the Borrower (a) Each Base Rate Loan shall bear interest on the unpaid outstanding principal amount thereof (includingthereof, to the extent permitted by law, on interest thereon not paid when due) for each day from the date such Loan is made until paid in full in cash it becomes due, at a rate determined by reference 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 quarterly in arrears on each Quarterly Payment Date, at maturity and on the date of termination of the Commitments in their entirety. Any overdue principal of, or overdue interest on, any Base Rate Loan shall bear interest, payable on demand, for each day until paid at a rate per annum equal to the sum of 1% plus the Applicable Margin for such day plus the Base Rate for such day. (b) Each SOFR 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 Adjusted Term SOFR plus for such day (provided that Adjusted Term SOFR shall not be available until three U.S. Government Securities Business Days after the Applicable Margin, but not to exceed Effective Date unless the Maximum Rate. If at any time Term Loans are outstanding with respect to which the applicable Borrower has not delivered to the Administrative Agent a notice specifying letter in form and substance reasonably satisfactory to the basis for determining Administrative Agent indemnifying the Lenders in the manner set forth in Section 2.13). Such interest rate applicable thereto in accordance herewith, those Term Loans shall be treated as Base Rate Loans until notice 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. (c) Any overdue principal of or overdue interest on any SOFR Loan 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 contrary has been given to sum of 1% plus the Agent in accordance with this Agreement and such notice has become effective. Except as otherwise provided herein, the Term Loans shall bear interest as follows: higher of (i) For all Base Rate Loans, at a fluctuating per annum rate equal to the Base Rate sum of the Applicable Margin for such day plus the Applicable Margin; and Adjusted Term SOFR applicable to such Loan at the date such payment was due and (ii) For all SOFR Rate Loans, at a fluctuating per annum rate equal to Adjusted Term SOFR plus the Applicable Margin. Each change in the Base Rate (or any component thereof) shall be reflected in the interest rate applicable to Base Rate Loans as for such day. (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 Lenders by facsimile of each rate of interest so determined, and its determination thereof shall be conclusive in the absence of manifest error unless the Borrower raises an objection thereto within five Domestic Business Days after receipt of such notice. (e) 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 Loan Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document. The Administrative Agent will promptly notify the Borrowers and the Lenders of the effective date effectiveness of such change. All computations any Conforming Changes in connection with the use or administration of interest for Base Rate Loans when the Base Rate is determined by the “prime rate” shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year). On the last Business Day of each calendar quarter hereafter and on the Termination Date, the Borrower shall pay to the Agent, for the ratable benefit of the Lenders, interest accrued from the last Business Day of the preceding calendar quarter to the last Business Day of such calendar quarter (or accrued to the Termination Date in the case of a payment on the Termination Date) on all Base Rate Loans in arrears. The Borrower shall pay to the Agent, for the ratable benefit of the Lenders, interest on all SOFR Rate Loans in arrears on each SOFR Interest Payment DateTerm SOFR.

Interest Rates. All outstanding Term Loans to the Borrower (a) Each Base Rate Loan shall bear interest on the unpaid outstanding principal amount thereof (includingthereof, to the extent permitted by law, on interest thereon not paid when due) for each day from the date such Loan is made or converted to until paid in full in cash it is repaid, at a rate determined by reference to the Base Rate or Adjusted Term SOFR plus the Applicable Margin, but not to exceed the Maximum Rate. If at any time Term Loans are outstanding with respect to which the Borrower has not delivered to the Agent a notice specifying the basis for determining the interest rate applicable thereto in accordance herewith, those Term Loans shall be treated as Base Rate Loans 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 Term Loans shall bear interest as follows: (i) For all Base Rate Loans, at a fluctuating per annum rate equal to the Base Rate plus the Applicable Margin; and (ii) For all SOFR Rate Loans, at a fluctuating per annum rate equal to Adjusted Term SOFR for such day plus the Applicable Margin. Each change in the Base Rate (or any component thereof) shall be reflected in the interest rate applicable to Base Rate Loans as of the effective date of such change. All computations of interest for Base Rate Loans when the Base Rate is determined by the “prime rate” shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and Such interest shall be made payable quarterly in arrears on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year). On the last Business Day of each calendar quarter hereafter March, June, September and December, on the Maturity Date and, if the Maturity Date shall have been extended pursuant to Section 2.16, as to the interest accrued on the principal amount repaid or prepaid after the Commitment Termination Date, upon the Borrower repayment or prepayment of such Loan. (b) Each Term SOFR Loan shall pay to bear interest on the Agentoutstanding principal amount thereof, for the ratable benefit Interest Period applicable thereto, at a rate per annum equal to the Adjusted Term SOFR for such Interest Period plus the Applicable Margin. 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 Lendersfirst day thereof) and upon the repayment or prepayment of such Loan. (c) Each Daily Simple SOFR Loan shall bear interest on the outstanding principal amount thereof, interest accrued for each day from the last Business Day of the preceding calendar quarter date such Loan is made or converted to until it is repaid, at a rate per annum equal to the last Business Day of Adjusted Daily Simple SOFR for such calendar quarter (or accrued to day plus the Termination Date in the case of a payment on the Termination Date) on all Base Rate Loans in arrearsApplicable Margin. The Borrower Such interest shall pay to the Agent, for the ratable benefit of the Lenders, interest on all SOFR Rate Loans be payable monthly in arrears on each SOFR Interest Payment Datedate that is on the numerically corresponding day in each calendar month that is one month after the date such Loan is made or converted to (or, if there is no such numerically corresponding day in such month, then the last day of such month), on the Maturity Date and, as to the interest accrued on the principal amount repaid or prepaid, upon the repayment or prepayment of such Loan. (d) [Reserved.] (e) In the event of Default in payment of any principal of or interest on any Loan or any fee payable by the Borrower hereunder, such overdue amount to the fullest extent permitted by applicable law, after as well as before judgment, shall automatically and without notice bear interest at the Default Rate, which interest will be payable on demand.

Interest Rates. All outstanding (a) Each Term Loans to the Borrower SOFR Loan shall bear accrue interest on the unpaid principal amount thereof (including, to the extent permitted by law, on interest thereon not paid when due) from the date made until paid in full in cash during each Interest Period applicable thereto at a rate determined by reference to the Base Rate or Adjusted Term SOFR plus the Applicable Margin, but not to exceed the Maximum Rate. If at any time Term Loans are outstanding with respect to which the Borrower has not delivered to the Agent a notice specifying the basis for determining the interest rate applicable thereto in accordance herewith, those Term Loans shall be treated as Base Rate Loans 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 Term Loans shall bear interest as follows: (i) For all Base Rate Loans, at a fluctuating per annum rate equal to the Base Rate plus the Applicable Margin; and (ii) For all SOFR Rate Loans, at a fluctuating per annum rate equal to Adjusted Term SOFR plus the Applicable Margin. Each change Margin for such Term Loans. (b) On or before 12:00 noon, New York City time, at least three Business Days prior to the end of each Interest Period for each Term SOFR Loan, the Borrower shall deliver to the Term Loan Facility Agent an Interest Period Notice setting forth the Borrower’s election with respect to the duration of the next Interest Period applicable to such Term SOFR Loan, which Interest Period shall be one or three months in the length; provided, that, (i) if any Loan Facility Declared Default has occurred and is Continuing, all Term SOFR Loans shall convert into Base Rate Loans and (ii) if any Unmatured Loan Facility Event of Default has occurred and is Continuing, all Term SOFR Loans shall convert into Term SOFR Loans with an Interest Period of one month, in each case, at the end of the then-current Interest Periods (in which case the Term Loan Facility Agent shall so notify the Borrower and the Term Lenders). After such Loan Facility Declared Default or Unmatured Loan Facility Event of Default has ceased, the Borrower may convert each such Base Rate Loan or Term SOFR Loan with an Interest Period of one month into a Term SOFR Loan in accordance with this Agreement by delivering an Interest Period Notice in accordance with Section 3.04 (Conversion Options). (c) If the Borrower fails to deliver an Interest Period Notice in accordance with Section 3.03(b) (Interest Rates) above with respect to any component thereof) Term SOFR Loan, such Term SOFR Loan shall be reflected in made as, or converted into, a Term SOFR Loan with an Interest Period of one month. (d) Each Term SOFR Loan shall bear interest from (and including) the first day of the applicable Interest Period to (but excluding) the last day of such Interest Period at the interest rate determined as applicable to such Term SOFR Loan. (e) Notwithstanding anything to the contrary, the Borrower shall have, in the aggregate, no more than twelve (12) separate Term SOFR Loans outstanding at any one time. (f) Each Base Rate Loan shall accrue interest at a rate per annum equal to the sum of the Alternate Base Rate plus the Applicable Margin for such Term Loans. (g) All Base Rate Loans shall bear interest from and including the date such Term Loan is made (or the day on which Term SOFR Loans are converted to Base Rate Loans as of required under Section 3.03(c) (Interest Rates) or 3.04 (Conversion Options) or under Article IV (SOFR and Tax Provisions)) to (but excluding) the effective date of such change. All computations of Term Loan or portion thereof is paid at the interest for rate determined as applicable to such Base Rate Loans when the Base Rate is determined by the “prime rate” shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year). On the last Business Day of each calendar quarter hereafter and on the Termination Date, the Borrower shall pay to the Agent, for the ratable benefit of the Lenders, interest accrued from the last Business Day of the preceding calendar quarter to the last Business Day of such calendar quarter Loan (or accrued the date such Term Loan is converted to the Termination Date in the case of a payment on the Termination Date) on all Base Rate Loans in arrears. The Borrower shall pay to the Agent, for the ratable benefit of the Lenders, interest on all Term SOFR Rate Loans in arrears on each SOFR Interest Payment DateLoan).

Interest Rates. All (a) As contemplated in the definition of “Stated Rate”, except as to outstanding Term Loans to Borrowings that are the Borrower subject of a valid Interest Rate Option election duly made by the Companies (and accordingly bear interest at a LIBOR Fixed Rate for a specified Interest Period), the unpaid amount of each Borrowing shall bear interest on the unpaid principal amount thereof (including, to the extent permitted by law, on interest thereon not paid when due) from the date made such Borrowing is funded until paid repaid in full in cash at a rate determined by reference to the Base Rate or Adjusted Term SOFR plus the Applicable Margin, but not applicable from time to exceed the Maximum Rate. If at any time Term Loans are outstanding with respect to which such Borrowing (compounded annually). (b) The Companies may select one or more Interest Rate Options for any portion of the Borrower has not delivered to Loan that, in the Agent absence of such a notice specifying the basis for determining the interest rate applicable thereto in accordance herewith, those Term Loans shall be treated as Base Rate Loans 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 Term Loans shall selection would bear interest at the Base Rate, as follows: (1) the unpaid amount of each such Borrowing as to which the Companies duly select an Interest Rate Option shall bear interest from the date such Borrowing is funded until repaid in full at the simple interest rate (compounded annually) specified by this Section 6.2 for the Interest Rate Option selected (or deemed to have been selected) by the Companies pursuant to this Section 6.2 to apply to such Borrowing. (2) The Companies may select a single Interest Rate Option for the entire amount of a Borrowing or different Interest Rate Options for the constituent portions of such Borrowing, and may make such selection(s) either when the Borrowing is requested or later. (3) No portion of the Loan principal shall be included in more than one Tranche on the same day. (4) On any day, only one Interest Rate Option shall be applicable to each Tranche outstanding on that day. (5) In order to select an Interest Rate Option, the Companies shall give the Agent telephonic notice not later than 10:00 AM on — or to establish or roll over a LIBOR Fixed Rate Tranche, not later than 10:00 AM three (3) LIBOR Business Days before — the effective date for which such Interest Rate Option is being selected, specifying: (i) For all Base Rate Loans, at a fluctuating per annum rate equal the LIBOR Business Day when the selection is to become effective; (ii) the Base Rate plus principal amount of the Applicable MarginLoan for which the selection is being made; and (iii) the Interest Rate Option selected and its Interest Period; (6) The Companies shall confirm the telephonic notice in writing by not later than the close of business on the same day, by forwarding to the Agent a completed and signed confirmation (the “Interest Rate Selection Confirmation”) in the form of Exhibit H. Confirmation shall be made by telecopy and an original signed by an Authorized Company Representative shall be mailed the same day. (7) All Interest Rate Option selections are subject to the following limitations: (i) each shall have an Interest Period of one (1) month, two (2) months or three (3) months, as elected by the Companies and specified in its telephonic notice of such Interest Rate Option selection and its Interest Rate Selection Confirmation; (ii) For all SOFR if an Interest Period would end on a day that is not a Business Day, such Interest Period shall instead end on the next succeeding Business Day, unless such next succeeding Business Day is in a different calendar month, in which event the Interest Period shall instead end on the immediately preceding Business Day; (iii) each LIBOR Fixed Rate LoansTranche shall bear interest from and including the first day of its Interest Period to but excluding the last day of such Interest Period at the Rates for the Classes of Borrowings included therein determined by the Agent pursuant to the Companies’ Interest Rate Selection Confirmation therefor and the terms of this Agreement to be applicable to such LIBOR Fixed Rate Tranche (and each such determination, absent manifest error, shall be conclusive and binding); (iv) no Interest Period may be selected that would end after the Maturity Date; (v) the Companies may have no more than eight (8) LIBOR Fixed Rate Tranches outstanding at any one time; (vi) each LIBOR Fixed Rate Tranche shall be in the minimum amount of Ten Million Dollars ($10,000,000); (vii) the Companies may not select a fluctuating per annum rate equal LIBOR Fixed Rate Tranche if a Default has occurred that has not been cured or if an Event of Default has occurred that the Agent has not declared in writing to Adjusted Term SOFR plus have been cured or waived; (viii) if the Applicable Margin. Each change in Companies select a LIBOR Fixed Rate Tranche for any portion of a Borrowing that is funded as a Swing Line Loan, then the Companies shall be deemed to have selected the Base Rate for that portion of such Borrowing for the time that the Borrowing is outstanding as a Swing Line Loan, and to have selected a LIBOR Fixed Rate Tranche for the Interest Period designated by the Companies, with that Interest Period commencing, however, on the first day that it is funded as an Advance by all Lenders; (ix) if any payment of all or any component thereof) shall be reflected in part of a LIBOR Fixed Rate Tranche occurs before the interest rate applicable to Base Rate Loans as last day of the effective applicable Interest Period, whether because of acceleration, prepayment or another cause, the Companies jointly and severally agree to pay to the Agent (for disbursement to the Lenders) on the date of such change. All computations early payment (i) a cash amount equal to the sum of the interest for Base Rate Loans when the Base Rate is determined by the “prime rate” shall be made that would have accrued on the basis portion of the principal of that LIBOR Fixed Rate Tranche so paid early, calculated for the entirety of the applicable Interest Period as if had it not been so paid early, plus (ii) a year cash administrative fee of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed Two Hundred Fifty Dollars (which results in more fees or interest, as applicable, being $250) for each LIBOR Fixed Rate Tranche so paid than early; and (x) if computed on the basis of a 365-day year). On the last Business Day of each calendar quarter hereafter and on the Termination Date, the Borrower shall pay to the Agent, for acting in its sole discretion, determines: (I) that maintenance of any LIBOR Fixed Rate Tranche would violate any Legal Requirement or any rule, regulation, guideline or directive of any Governmental Authority applicable to any Lender or the ratable benefit Agent, whether or not having the force of law; or (II) prior to the commencement of an Interest Period after exerting reasonable efforts to obtain them, that deposits of a type and maturity appropriate to match fund a LIBOR Fixed Rate Tranche are not available to any one or more of the Lenders; then (and in either case) the Agent shall suspend the availability of the Interest Rate Option for any LIBOR Fixed Rate Tranche affected by such determination and (in case (I) only) any LIBOR Fixed Rate Tranche outstanding under every affected Interest Rate Option shall automatically convert to the Base Rate. (c) Notwithstanding any contrary or inconsistent provision of this Section 6.2, all past due amounts shall bear interest accrued from the date of occurrence of any Event of Default and until it and its material consequences (if any) have been wholly cured as follows: (1) The Base Rate Tranche shall bear interest until paid in full at the Past Due Rate; and (2) each LIBOR Fixed Rate Tranche shall bear interest through the last Business Day day of the preceding calendar quarter applicable Interest Period at the lesser of (x) the rate otherwise applicable to such LIBOR Fixed Rate Tranche plus three percent (3%) per annum or (y) the Ceiling Rate, and thereafter at the Past Due Rate. (d) In lieu of prepaying a LIBOR Fixed Rate Tranche, the Companies may elect to defease such Tranche by depositing a cash amount equal to the last Business Day outstanding balance of such calendar quarter LIBOR Fixed Rate Tranche in the relevant Defeasance Account, in which event the Companies may then redeem Collateral having aggregate Collateral Value equal to (or accrued less than) such cash so deposited pursuant to (and upon the Termination Date terms and conditions stated in) Section 7.14, and may also from time to time thereafter pledge other Collateral in the case of a payment on the Termination Date) on all Base Rate Loans substitution for such cash Collateral, also in arrears. The Borrower shall pay to the Agent, for the ratable benefit of the Lenders, interest on all SOFR Rate Loans in arrears on each SOFR Interest Payment Dateaccordance with Section 7.14.

Interest Rates. All The outstanding Term Loans to the Borrower shall bear interest on the unpaid principal amount thereof of the Term Loan and all other monetary Obligations that are outstanding from time to time (including, to the extent permitted by law, on interest thereon not paid when due) shall bear interest from the Closing Date (in the case of the Term Loan) or the date made such Obligation is due and payable (in the case of all other Obligations), until paid in full in cash at a per annum rate determined by reference to the LIBOR Rate or, at the election of the Borrowers, the Base Rate or Adjusted Term SOFR plus the Applicable Margin, but not to exceed the Maximum Rate) as set forth below. If at any time Term Loans are outstanding with respect to which the Borrower has not delivered to the Agent a notice specifying Accrued interest shall be computed on the basis for determining the of a year of 360 days and actual days elapsed. The Borrowers shall pay to each Lender interest rate applicable thereto in accordance herewith, those Term Loans shall be treated as accrued on its Pro Rata Share of all Base Rate Loans until notice in arrears on the first Business Day of each calendar month commencing August 1, 2001 (each an "Interest Payment Date"). The Borrowers shall pay to the contrary has been given to the Agent each Lender interest accrued on its Pro Rata Share of all LIBOR Rate Loans in accordance with this Agreement and such notice has become effectivearrears on each LIBOR Interest Payment Date. Except as otherwise provided herein, the Term Loans outstanding Obligations shall bear interest as follows: (i) For all While any portion of the Term Loan is a LIBOR Rate Loan, at a per annum rate equal to the LIBOR Rate plus the Applicable Margin; (ii) While any portion of the Term Loan is a Base Rate LoansLoan, and with respect to all other Obligations, at a fluctuating per annum rate equal to the Base Rate plus the Applicable Margin; and (ii) For all SOFR Rate Loans, at a fluctuating per annum rate equal to Adjusted Term SOFR plus the Applicable Margin. Each change in the Base Rate (or any component thereof) shall be reflected in the interest rate applicable to Base Rate Loans as of the effective date of such change. All computations The foregoing notwithstanding, at no time shall any portion of the Obligations bear interest at a per annum rate less than 13.0%. To the extent that interest accrued hereunder at the rate set forth herein would be less than the foregoing minimum rate, the interest rate chargeable hereunder for Base Rate Loans when the Base Rate is determined by the “prime rate” applicable period automatically shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year). On the last Business Day of each calendar quarter hereafter and on the Termination Date, the Borrower shall pay deemed increased to the Agent, for the ratable benefit of the Lenders, interest accrued from the last Business Day of the preceding calendar quarter to the last Business Day of such calendar quarter (or accrued to the Termination Date in the case of a payment on the Termination Date) on all Base Rate Loans in arrears. The Borrower shall pay to the Agent, for the ratable benefit of the Lenders, interest on all SOFR Rate Loans in arrears on each SOFR Interest Payment Dateminimum rate.

Interest Rates. All (a) Each Base Rate Loan shall bear interest on the outstanding Term Loans principal amount thereof, for each day from the date such Loan is made until it becomes due and payable, at a rate per annum equal to the Borrower lesser of (i) the Base Rate as in effect for each such day and (ii) the Maximum Rate. Accrued, unpaid interest on the outstanding principal of the Base Rate Loans shall be due and payable on each Quarterly Date. Any principal of and, to the extent permitted by Law, accrued and unpaid interest on any Base Rate Loan which has become due and payable (b) Each 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 lesser of (i) the sum of the Applicable Margin plus the applicable Adjusted London Interbank Offered Rate and (ii) the Maximum Rate. Accrued, unpaid interest on the outstanding principal of each LIBOR Loan shall be due and payable for each Interest Period on the last day thereof. Any principal of and, to the extent permitted by Law, interest on any LIBOR Loan which has become due and payable shall bear interest on the unpaid principal amount thereof (includingportion thereof, payable on demand, for each day from such due date and until paid, at the Default Rate. Not less than 5 LIBOR Business Days prior to the extent permitted by lawlast day of each Interest Period, Agent shall submit to Borrower a statement for accrued interest on interest thereon not paid when due) from LIBOR Loans due as of the date made until paid in full in cash at a rate determined by reference to end of the Base Rate or Adjusted Term SOFR plus the Applicable Margin, but not to exceed the Maximum Rate. If at any time Term Loans are outstanding with respect to which the Borrower has not delivered to the Agent a notice specifying the basis for determining the interest rate applicable thereto in accordance herewith, those Term Loans shall be treated as Base Rate Loans 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 Term Loans shall bear interest as follows:Interest Period. (ic) For all Base Rate Loans, at a fluctuating per annum rate equal to the Base Rate plus the Applicable Margin; and (ii) For all SOFR Rate Loans, at a fluctuating per annum rate equal to Adjusted Term SOFR plus the Applicable Margin. Each change in the Base Rate (or any component thereof) The Agent shall be reflected in the determine each interest rate applicable to the Loans hereunder and each fee hereunder. Interest for all Base Rate Loans as of the effective date of such change. All computations of interest for Base Rate Loans when the Base Rate is determined by the “prime rate” and all fees shall be made computed on the basis of a year of 365 or 366 days (as applicable), in each case for the actual number of days elapsed (including the first day but excluding the last day). Interest shall be computed for all LIBOR Loans on the basis of a year of 360 days, as in each case for the case may beactual number of days elapsed (including the first day but excluding the last day), and actual days elapsed. All other computations except that, if use of fees and interest shall a 360-day year would result in a rate in excess of the Maximum Rate, such computation will be made on the basis of a 360-day year consisting of 365 or 366 days, as appropriate. Each determination by the Agent of an interest rate or fee hereunder shall be conclusive and actual days elapsed binding in the absence of manifest error. (d) Notwithstanding the foregoing, if at any time the applicable contractual rate of interest provided for herein (without reference to the Maximum Rate limitation) exceeds the Maximum Rate, then the rate of interest on any Loan or other Obligation shall be limited to the Maximum Rate during such time, and at all times thereafter (including periods during which results any or all of such applicable contractual rates of interest have fallen below the Maximum Rate), the interest rate on any Loan or other Obligation shall be the Maximum Rate, or if there is no Maximum Rate in more fees effect, the Agreed Maximum Rate, until the total amount of interest accrued on such Loan or interestother Obligation equals the amount of interest which would have accrued thereon if the applicable contractual rate of interest (without reference to the Maximum Rate limitation) had at all times been in effect; but in no event shall the aggregate interest payable or paid during the period beginning on the date the initial Loan is made until the Obligations are paid in full exceed an amount equal to interest at the Maximum Rate, so long as the Maximum Rate shall be applicable to this Agreement and the transactions contemplated hereby. If at maturity or final payment of any Note or other Obligations, as applicable, being the total amount of interest paid or accrued on such Note or other Obligations under the foregoing provisions is less than the total amount of interest which would have been paid or accrued if computed the applicable (e) The payment of interest (or any amount deemed to be interest) on the basis of a 365-day year). On the last Business Day of each calendar quarter hereafter any Note and on the Termination Dateany other Obligation shall, the Borrower shall pay in all respects regarding each Loan Document, be subject to the Agent, for the ratable benefit provisions of the Lenders, interest accrued from the last Business Day of the preceding calendar quarter to the last Business Day of such calendar quarter (or accrued to the Termination Date in the case of a payment on the Termination Date) on all Base Rate Loans in arrears. The Borrower shall pay to the Agent, for the ratable benefit of the Lenders, interest on all SOFR Rate Loans in arrears on each SOFR Interest Payment DateSection 10.8.

Interest Rates. All outstanding Term Loans to the Borrower (a) Each ABR Loan shall bear interest on the unpaid outstanding principal amount thereof (includingthereof, to the extent permitted by law, on interest thereon not paid when due) for each day from and including the date such ABR Loan is made until paid in full in cash at or is converted from a rate determined by reference to the Base Rate or Adjusted Term SOFR plus the Applicable Margin, but not to exceed the Maximum Rate. If at any time Term Loans are outstanding with respect to which the Borrower has not delivered to the Agent Loan or a notice specifying the basis for determining the interest rate applicable thereto in accordance herewith, those Term Loans shall be treated as Base Rate Loans 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 Term Loans shall bear interest as follows: (i) For all Base Rate Loans, at a fluctuating per annum rate equal to the Base Rate plus the Applicable Margin; and (ii) For all Daily Simple SOFR Rate Loans, at a fluctuating per annum rate equal to Adjusted Term SOFR plus the Applicable Margin. Each change in the Base Rate (or any component thereof) shall be reflected in the interest rate applicable to Base Rate Loans as of the effective date of such change. All computations of interest for Base Rate Loans when the Base Rate is determined by the “prime rate” shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interestLoan, as applicable, being into an ABR Loan pursuant to Section 2.2.4, to but excluding the date it is paid or is converted into a Term SOFR Loan or Daily Simple SOFR Loan pursuant to Section 2.2.4, at a rate per annum equal to the Alternate Base Rate for such day plus the Applicable Base Rate Margin for such day. Changes in the rate of interest on any ABR Loan will take effect simultaneously with each change in the Alternate Base Rate or the Applicable Base Rate Margin. (b) Each Term SOFR Loan (other than if computed a Term SOFR Bid Rate Loan) shall bear interest on the basis outstanding principal amount thereof from and including the first day of a 365-day year). On the Interest Period applicable thereto to (but not including) the last Business Day day of each calendar quarter hereafter and such Interest Period at the Adjusted Term SOFR Rate for such Interest Period plus the Applicable SOFR Margin then in effect. (c) Each Daily Simple SOFR Loan shall bear interest on the Termination Dateoutstanding principal amount thereof, for each day from and including the Borrower shall pay date such Daily Simple SOFR Loan is made to but excluding the date it is paid or is converted into a Term SOFR Loan or an ABR Loan pursuant to Section 2.2.4, at a rate per annum equal to the Agent, Adjusted Daily Simple SOFR for such day plus the ratable benefit Applicable SOFR Margin for such day. Changes in the rate of interest on any Daily Simple SOFR Loan will take effect simultaneously with each change in Adjusted Daily Simple SOFR or the Applicable SOFR Margin. (d) Each Absolute Rate Loan shall bear interest on the outstanding principal amount thereof from and including the first day of the Lenders, interest accrued from Interest Period applicable thereto to (but not including) the last Business Day day of such Interest Period at the Absolute Rate applicable thereto. (e) Each Term SOFR Bid Rate Loan shall bear interest on the outstanding principal amount thereof from and including the first day of the preceding calendar quarter Interest Period applicable thereto to (but not including) the last Business Day day of such calendar quarter (or accrued to Interest Period at the Termination Date in the case of a payment on the Termination Date) on all Base Rate Loans in arrears. The Borrower shall pay to the Agent, for the ratable benefit of the Lenders, interest on all Adjusted Term SOFR Rate Loans in arrears on each SOFR for such Interest Payment DatePeriod plus the applicable Competitive Bid Margin.

Interest Rates. All (a) The outstanding Term Loans to principal balance under the Borrower Loan shall bear interest on the unpaid principal amount thereof (including, to the extent permitted by law, on interest thereon not paid when due) from the date made until paid in full in cash at a rate determined by reference to the Base Rate or Adjusted Term SOFR plus the Applicable Margin, but not to exceed the Maximum Rate. If at any time Term Loans are outstanding with respect to which the Borrower has not delivered to the Agent a notice specifying the basis for determining the interest rate applicable thereto in accordance herewith, those Term Loans shall be treated as Base Rate Loans 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 Term Loans shall bear interest as follows: (i) For all Base Rate Loans, at a fluctuating per annum rate of interest equal to the Base Contract Rate. Whenever, subsequent to the date hereof, the LIBOR Rate plus is increased or decreased (as determined on the Applicable Margin; and date that is two (ii2) For all SOFR Rate LoansBusiness Days prior to each Payment Date), at a fluctuating per annum rate the Contract Rate, as set forth herein, shall be similarly changed effective as of such subsequent Payment Date, without notice or demand of any kind by an amount equal to Adjusted Term SOFR plus the Applicable Margin. Each amount of such change in the Base LIBOR Rate on the date that is two (or any component thereof2) Business Days prior to each Payment Date. The quarterly interest due on the principal balance of the Loan outstanding shall be reflected computed for the actual number of days elapsed during the Fiscal Quarter in the interest rate applicable to Base Rate Loans as of the effective date of such change. All computations of interest for Base Rate Loans when the Base Rate is determined by the “prime rate” shall be made question on the basis of a year consisting of 365 or 366 days, as the case may be, three hundred sixty (360) days and actual days elapsed. All other computations of fees and interest shall be made on calculated by determining the basis average daily principal balance outstanding for each day of a 360-day year and actual days elapsed (which results the Fiscal Quarter in more fees or interest, as applicable, being paid than if computed on question. The daily rate shall be equal to 1/360th times the basis of a 365-day year)Contract Rate. On the last Business Day of each calendar quarter hereafter and on the Termination Date, the Borrower shall pay to the Agent, If any statement furnished by Agent for the ratable benefit of the Lenders, interest accrued from the last Business Day of the preceding calendar quarter to the last Business Day of such calendar quarter (or accrued to the Termination Date in the case amount of a payment on due exceeded the Termination Date) on all Base actual amount that should have been paid because the LIBOR Rate Loans decreased and such decrease was not reflected in arrears. The such statement, Borrower shall pay to make the Agent, payment specified in such statement from Agent and Borrower shall receive a credit for the ratable benefit overpayment, which credit shall be applied towards the next subsequent payment due hereunder. If any statement furnished by Agent for the amount of a payment due was less than the actual amount that should have been paid because the LIBOR Rate increased and such increase was not reflected in such statement, Borrower shall make the payment specified in such statement from Agent and Borrower shall be required to pay any resulting underpayment with the next subsequent payment due hereunder. (b) Borrower recognizes and acknowledges that any default on any payment, or portion thereof, due hereunder or to be made under any of the other Loan Documents, will result in losses and additional expenses to Agent in servicing the Loan, and in losses due to Lenders’ loss of the use of funds not timely received. Borrower further acknowledges and agrees that in the event of any such Default, interest on all SOFR Rate Loans in arrears on each SOFR Interest Payment DateLenders would be entitled to damages for the detriment proximately caused thereby, but that it would be extremely difficult and impracticable to ascertain the extent of or compute such damages.

Interest Rates. All outstanding Term Loans to the Borrower Obligations shall bear interest on the unpaid principal amount thereof (including, to the extent permitted by law, on interest thereon not paid when due) from the date made until paid in full in cash at a rate determined by reference to the Base Rate or Adjusted Term SOFR LIBOR plus the Applicable MarginMargins as set forth below, but not to exceed the Maximum Rate. If at any time Term Loans are outstanding with respect to which the Borrower has Borrowers have not delivered to the Agent a notice specifying the basis for determining the interest rate applicable thereto in accordance herewith, those Term Loans shall be treated as bear interest at a rate determined by reference to the Base Rate Loans 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 Term Loans outstanding Obligations shall bear interest as follows: (i) For all Base Rate Loans and other Obligations (other than LIBOR Loans), at a fluctuating per annum rate equal to the Base Rate plus the Applicable Margin; and (ii) For all SOFR Rate LIBOR Loans, at a fluctuating per annum rate equal to Adjusted Term SOFR LIBOR plus the Applicable Margin. Each change in the Base Rate (or any component thereof) shall be reflected in the interest rate applicable to Base Rate Loans as of the effective date of such change. All computations of interest for Base Rate Loans when the Base Rate is determined by the “prime rate” charges shall be made computed on the basis of a year of 365 or 366 days, as the case may be, and actual 360 days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, interest being paid than if computed on the basis of a 365-day year). On the last Business Day of each calendar quarter hereafter and on the Termination Date, the Borrower The Borrowers shall pay to the Agent, for the ratable benefit of the Lenders, interest accrued from the last Business Day of the preceding calendar quarter to the last Business Day of such calendar quarter (or accrued to the Termination Date in the case of a payment on the Termination Date) on all Base Rate Loans in arrearsarrears on the first day of each month hereafter and on the Termination Date. The Borrower Borrowers shall pay to the Agent, for the ratable benefit of the Lenders, interest on all SOFR Rate LIBOR Loans in arrears on each SOFR LIBOR Interest Payment Date.

Interest Rates. All outstanding Term Loans to Obligations (other than Obligations in respect of Bank Products, which shall bear interest in accordance with the Borrower terms of the respective documentation governing Bank Products) shall bear interest on the unpaid principal amount thereof (including, to the extent permitted by law, on interest thereon not paid when due) from the date made or incurred until paid in full in cash at a rate determined by reference to the Base Rate or Adjusted Term SOFR the LIBOR Rate plus the Applicable MarginMargins as set forth below, but not to exceed the Maximum Rate. If at any time Term Loans are outstanding with respect to which the applicable Borrower has not delivered to the Administrative Agent a notice specifying the basis for determining the interest rate applicable thereto in accordance herewith, those Term Loans shall be treated as bear interest at a rate determined by reference to the Base Rate Loans until notice to the contrary has been given to the Administrative Agent by such Borrower in accordance with this Agreement and such notice has become effective. Except as otherwise provided herein, the Term Loans outstanding Obligations shall bear interest as follows: (i) For all Base Rate LoansRevolving Loans and other Obligations (other than (x) LIBOR Rate Revolving Loans and (y) Obligations in respect of Bank Products, which Obligations in respect of Bank Products shall bear interest in accordance with the terms of the respective documentation governing Bank Products), at a fluctuating per annum rate equal to the Base Rate plus the Applicable Margin; and (ii) For all SOFR LIBOR Rate Revolving Loans, at a fluctuating per annum rate equal to Adjusted Term SOFR the LIBOR Rate plus the Applicable Margin. Each change in the Base Rate (or any component thereof) shall be reflected in the interest rate applicable to Base Rate Loans as of the effective date of such change. All computations of interest for Base Rate Loans when the Base Rate is determined by the “prime rate” charges shall be made computed on the basis of a year of 365 or 366 days, as the case may be, and actual 360 days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, interest being paid than if computed on the basis of a 365-day year). On the last Business Day of each calendar quarter hereafter and on the Termination Date, the Borrower shall pay to the Agent, for the ratable benefit of the Lenders, interest accrued from the last Business Day of the preceding calendar quarter to the last Business Day of such calendar quarter (or accrued to the Termination Date in the case of a payment on the Termination Date) on all Base Rate Loans in arrears. The Borrower shall pay to the Agent, for the ratable benefit of the Lenders, interest on all SOFR Rate Loans in arrears on each SOFR Interest Payment Date.

Interest Rates. All outstanding (a) Each LIBO Loan shall accrue interest at a rate per annum during each Interest Period applicable thereto equal to the sum of the LIBOR for such Interest Period plus the Applicable Margin for such Term Loans Loans. (b) On or before 12:00 noon, New York City time, at least three Business Days prior to the end of each Interest Period for each LIBO Loan, the Borrower shall bear interest on the unpaid principal amount thereof (including, deliver to the extent permitted by law, on interest thereon not paid when due) from Term Loan Facility Agent an Interest Period Notice setting forth the date made until paid in full in cash at a rate determined by reference to the Base Rate or Adjusted Term SOFR plus the Applicable Margin, but not to exceed the Maximum Rate. If at any time Term Loans are outstanding Borrower’s election with respect to the duration of the next Interest Period applicable to such LIBO Loan, which the Borrower Interest Period shall be one, two, three, or six months in length; provided, that, (i) if any Loan Facility Declared Default has not delivered to the Agent a notice specifying the basis for determining the interest rate applicable thereto in accordance herewithoccurred and is Continuing, those Term all LIBO Loans shall be treated as convert into Base Rate Loans until notice to and (ii) if any Unmatured Loan Facility Event of Default has occurred and is Continuing, all LIBO Loans shall convert into LIBO Loans with an Interest Period of one month, in each case, at the contrary end of the then-current Interest Periods (in which case the Term Loan Facility Agent shall so notify the Borrower and the Term Lenders). After such Loan Facility Declared Default or Unmatured Loan Facility Event of Default has been given to ceased, the Agent Borrower may convert each such Base Rate Loan or LIBO Loan with an Interest Period of one month into a LIBO Loan in accordance with this Agreement and by delivering an Interest Period Notice in accordance with Section 3.04 (Conversion Options). (c) If the Borrower fails to deliver an Interest Period Notice in accordance with Section 3.03(b) above with respect to any LIBO Loan, such notice has become effective. Except as otherwise provided hereinLIBO Loan shall be made as, or converted into, a Base Rate Loan at the Term Loans end of the then-current Interest Period. (d) Each LIBO Loan shall bear interest from (and including) the first day of the applicable Interest Period to (but excluding) the last day of such Interest Period at the interest rate determined as follows:applicable to such LIBO Loan. (ie) For Notwithstanding anything to the contrary, the Borrower shall have, in the aggregate, no more than twelve (12) separate LIBO Loans outstanding at any one time across all Tranches. (f) Each Base Rate Loans, Loan shall accrue interest at a fluctuating rate per annum rate equal to the sum of the Base Rate plus the Applicable Margin; andMargin for such Term Loans. (iig) For all SOFR Rate Loans, at a fluctuating per annum rate equal to Adjusted Term SOFR plus the Applicable Margin. Each change in the All Base Rate Loans shall bear interest from and including the date such Term Loan is made (or any component thereof) shall be reflected in the interest rate applicable day on which LIBO Loans are converted to Base Rate Loans as of required under Section 3.03(c) (Interest Rates) or 3.04 (Conversion Options) or under ARTICLE IV (LIBOR And Tax Provisions)) to (but excluding) the effective date of such change. All computations of Term Loan or portion thereof is paid at the interest for rate determined as applicable to such Base Rate Loans when the Base Rate is determined by the “prime rate” shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year). On the last Business Day of each calendar quarter hereafter and on the Termination Date, the Borrower shall pay to the Agent, for the ratable benefit of the Lenders, interest accrued from the last Business Day of the preceding calendar quarter to the last Business Day of such calendar quarter Loan (or accrued the date such Term Loan is converted to the Termination Date in the case of a payment on the Termination Date) on all Base Rate Loans in arrears. The Borrower shall pay to the Agent, for the ratable benefit of the Lenders, interest on all SOFR Rate Loans in arrears on each SOFR Interest Payment DateLIBO Loan).

Interest Rates. All outstanding Term Loans to the Borrower (a) Each Base Rate Loan shall bear interest on the unpaid outstanding principal amount thereof, for each day from the date such Loan is made until the date it is repaid or converted into a Yen LIBOR Loan pursuant to Section 2.5, at a rate per annum equal to the sum of the Base Rate plus the Applicable Margin for Base Rate Loans for such day. (b) Each Yen 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 the Applicable Margin for Yen LIBOR Loans plus Yen LIBOR for such Interest Period. (c) (i) At any time and so long as an Event of Default pursuant to Section 6.3(a) exists with respect to a Borrower, all Obligations owing by such Borrower that are not paid when due shall bear interest at a fluctuating interest rate per annum at all times equal, to the fullest extent permitted by applicable Laws, to the otherwise applicable rate hereunder plus 2.000%, (ii) upon the written request of the Majority Lenders at any time and so long as any other Borrower Event of Default exists with respect to a Borrower, such Borrower shall pay interest on the principal amount of all Obligations owing by such Borrower, at a fluctuating interest rate per annum at all times equal, to the fullest extent permitted by applicable Laws, to the otherwise applicable rate hereunder plus 2.000%, and (iii) upon the written request of the Majority Lenders at any time and so long as any Guarantor Event of Default exists, all Obligations owing hereunder by any Loan Party shall bear interest at a fluctuating interest rate per annum at all times equal, to the fullest extent permitted by applicable Laws, to the otherwise applicable rate hereunder plus 2.000%. (d) Administrative Agent shall determine each interest rate applicable to the Loans hereunder. Administrative Agent shall give prompt notice to the applicable Borrower and the Lenders of each rate of interest so determined, and its determination thereof shall be conclusive in the absence of demonstrable error. (includinge) Interest on all Loans bearing interest at the Base Rate shall be payable in arrears on the first Business Day of each calendar month. Interest on all Yen LIBOR Loans shall be payable on the last Business Day of each applicable Interest Period, but no less frequently than every three months determined on the basis of the first day of the Interest Period applicable to the Loan in question. (f) Notwithstanding anything to the contrary contained in any Loan Document, the interest paid or agreed to be paid (including any fees paid to Administrative Agent or any Lender that are deemed to be interest under any applicable Law) under the Loan Documents shall not exceed the maximum rate of non-usurious interest permitted by applicable Law (the “Maximum Rate”). If Administrative Agent or any Lender shall receive interest (including any fees paid to Administrative Agent or a Lender that are deemed to be interest under any applicable Law) in an amount that exceeds the Maximum Rate, the excess interest shall be applied to the principal of the Loans or, if it exceeds such unpaid principal, refunded to the applicable Loan Parties. In determining whether the interest (including any fees paid to Administrative Agent or a Lender that are deemed to be interest under any applicable Law) contracted for, charged or received by Administrative Agent or a Lender exceeds the Maximum Rate, Administrative Agent or such Lender may, to the extent permitted by lawapplicable Laws, on (a) characterize any payment that is not principal as an expense, fee or premium rather than interest, (b) exclude voluntary prepayments and the effects thereof, and (c) amortize, prorate, allocate, and spread in equal or unequal parts the total amount of interest thereon not paid when due) from throughout the date made until paid in full in cash at a rate determined by reference to the Base Rate or Adjusted Term SOFR plus the Applicable Margin, but not to exceed the Maximum Rate. If at any time Term Loans are outstanding with respect to which the Borrower has not delivered to the Agent a notice specifying the basis for determining the interest rate applicable thereto in accordance herewith, those Term Loans shall be treated as Base Rate Loans 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 Term Loans shall bear interest as follows: (i) For all Base Rate Loans, at a fluctuating per annum rate equal to the Base Rate plus the Applicable Margin; and (ii) For all SOFR Rate Loans, at a fluctuating per annum rate equal to Adjusted Term SOFR plus the Applicable Margin. Each change in the Base Rate (or any component thereof) shall be reflected in the interest rate applicable to Base Rate Loans as contemplated term of the effective date of such change. All computations of interest for Base Rate Loans when the Base Rate is determined by the “prime rate” shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year). On the last Business Day of each calendar quarter hereafter and on the Termination Date, the Borrower shall pay to the Agent, for the ratable benefit of the Lenders, interest accrued from the last Business Day of the preceding calendar quarter to the last Business Day of such calendar quarter (or accrued to the Termination Date in the case of a payment on the Termination Date) on all Base Rate Loans in arrears. The Borrower shall pay to the Agent, for the ratable benefit of the Lenders, interest on all SOFR Rate Loans in arrears on each SOFR Interest Payment DateObligations hereunder.

Interest Rates. All outstanding Term Loans to the Borrower (a) Each Base Rate Loan shall bear interest on the unpaid outstanding principal amount thereof (includingthereof, to the extent permitted by law, on interest thereon not paid when due) for each day from the date such Loan is made until paid in full in cash the date it is repaid or converted into a Term SOFR Loan pursuant to Section 2.6 or at the Maturity Date, at a rate determined by reference to the Base Rate or Adjusted Term SOFR plus the Applicable Margin, but not to exceed the Maximum Rate. If at any time Term Loans are outstanding with respect to which the Borrower has not delivered to the Agent a notice specifying the basis for determining the interest rate applicable thereto in accordance herewith, those Term Loans shall be treated as Base Rate Loans 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 Term Loans shall bear interest as follows: (i) For all Base Rate Loans, at a fluctuating per annum rate equal to the Base Rate plus the Applicable Margin; and (ii) For all SOFR Rate Loans, at a fluctuating per annum rate equal to Adjusted Term SOFR plus the Applicable Margin. Each change in the Base Rate (or any component thereof) shall be reflected in the interest rate applicable to Base Rate Loans as of the effective date of such change. All computations of interest Margin for Base Rate Loans when the Base Rate is determined by the “prime rate” shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsedfor such day. All other computations of fees and Such interest shall be made payable on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year). On the last Business Day of each calendar quarter hereafter March, June, September and December and on the Termination Maturity Date. (b) Subject to Section 8.1, each Term SOFR Loan shall bear interest on the Borrower shall pay outstanding principal amount thereof, for each day during the Interest Period applicable thereto, at a rate per annum equal to the Agentsum of the Applicable Margin for SOFR Loans for such day plus Term SOFR for such Interest Period. 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, as well as on the date of any prepayment of any such Term SOFR Loan. (c) Subject to Section 8.1, each Competitive Bid Term SOFR 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 sum of Term SOFR for such Interest Period (determined in accordance with Section 2.7(b) as if the related Competitive Bid Term SOFR Borrowing were a Term SOFR Borrowing) plus (or minus) the Competitive Bid Margin quoted by the Bank making such Loan in accordance with Section 2.3. Subject to Section 8.1, each Competitive Bid Daily SOFR 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 sum of Daily Simple SOFR for such day during the Interest Period plus (or minus) the Competitive Bid Margin quoted by the Bank making such Loan in accordance with Section 2.3. Each Competitive Bid Absolute Rate Loan shall bear interest on the outstanding principal amount thereof, for the ratable benefit 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 2.3. 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 Lendersfirst day thereof. Any overdue principal of or interest on any Competitive Bid 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 interest accrued rate applicable to such Competitive Bid Loan. (d) Subject to Section 8.1, each Daily SOFR Loan shall bear interest on the outstanding principal amount thereof, for each day from the date such Loan is made until the date it is repaid or converted into a Term SOFR Loan pursuant to Section 2.6 or at the Maturity Date, at a rate per annum equal to Daily Simple SOFR plus the Applicable Margin for SOFR Loans for such day. Such interest shall be payable on the last Business Day of each month and on the preceding calendar quarter Maturity Date. (e) Subject to Section 8.1, each Alternative Currency Term Rate 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 sum of the Applicable Margin for Alternative Currency Loans for such day plus the relevant Alternative Currency Term Rate for such Interest Period. 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, as well as on the date of any prepayment of any such Alternative Currency Term Rate Loan. (f) Subject to Section 8.1, each Alternative Currency Daily Rate Loan shall bear interest on the outstanding principal amount thereof, for each day from the date such Loan is made until the date it is repaid or at the Maturity Date, at a rate per annum equal to the relevant Alternative Currency Daily Rate plus the Applicable Margin for Alternative Currency Loans for such day. Such interest shall be payable on the last Business Day of each month and on the Maturity Date. (g) If any amount hereunder is not paid when due (without regard to any applicable grace periods), whether at stated maturity, by acceleration or otherwise, then such calendar quarter (or accrued amount shall thereafter bear interest at a fluctuating interest rate per annum at all times equal to the Termination Date in the case of a payment on the Termination Date) on all Base Default Rate Loans in arrears. The Borrower shall pay to the Agent, for the ratable benefit of the Lenders, fullest extent permitted by applicable Laws. Accrued and unpaid interest on all SOFR Rate Loans past due amounts (including interest on past due interest) shall be due and payable upon demand. (h) Interest hereunder shall be due and payable in arrears on each SOFR Interest Payment Dateaccordance with the terms hereof before and after judgment, and before and after the commencement of any proceeding under any Debtor Relief Law.

Interest Rates. All outstanding (a) Each Term SOFR Loan shall accrue interest at a rate per annum during each Interest Period applicable thereto equal to the sum of Adjusted Term SOFR for such Interest Period plus the Applicable Margin for such Working Capital Loans, LC Loans or Swing Line Loans. (b) On or before 12:00 noon, New York City time, at least three (3) Business Days prior to the end of each Interest Period for each Term SOFR Loan, the Borrower shall bear interest on the unpaid principal amount thereof (including, deliver to the extent permitted by law, on interest thereon not paid when due) from Working Capital Facility Agent an Interest Period Notice setting forth the date made until paid in full in cash at a rate determined by reference to the Base Rate or Adjusted Term SOFR plus the Applicable Margin, but not to exceed the Maximum Rate. If at any time Term Loans are outstanding Borrower’s election with respect to the duration of the next Interest Period applicable to such Term SOFR Loan, which the Borrower Interest Period shall be one (1) or three (3) months in length; provided that, (i) if any Working Capital Facility Declared Default has not delivered to the Agent a notice specifying the basis for determining the interest rate applicable thereto in accordance herewithoccurred and is Continuing, those all Term SOFR Loans shall be treated as convert into Base Rate Loans until notice to at the contrary end of the then-current Interest Period and (ii) if any Unmatured Working Capital Facility Event of Default has been given to occurred and is Continuing, all Term SOFR Loans shall convert into Term SOFR Loans with an Interest Period of one month, at the end of the then-current Interest Periods (in which case the Working Capital Facility Agent shall so notify the Borrower and the Working Capital Lenders). After such Working Capital Facility Declared Default or Unmatured Working Capital Facility Event of Default has ceased, the Borrower may convert each such Base Rate Loan or Term SOFR Loan with an Interest Period of one month into a Term SOFR Loan in accordance with this Agreement and by delivering an Interest Period Notice in accordance with Section 4.06 (Conversion Options). (c) If the Borrower fails to deliver an Interest Period Notice in accordance with Section 4.05(b) (Interest Rates) above with respect to any Term SOFR Loan, such notice has become effective. Except as otherwise provided hereinTerm SOFR Loan shall be made as, or converted into, a Base Rate Loan at the end of the then-current Interest Period. (d) Each Term Loans SOFR Loan shall bear interest from (and including) the first day of the applicable Interest Period to (but excluding) the last day of such Interest Period at the interest rate determined as follows:applicable to such Term SOFR Loan. (ie) For all Notwithstanding anything to the contrary, the Borrower shall not have more than twelve (12) Term SOFR Loans outstanding at any one time. (f) Each Base Rate Loans, Loan shall accrue interest at a fluctuating rate per annum rate equal to the sum of the Alternate Base Rate plus the Applicable Margin; andMargin for such Working Capital Loans, LC Loans or Swing Line Loans. (iig) For all SOFR All Base Rate LoansLoans shall bear interest from and including the date such Base Rate Loan is made (or, at if previously a fluctuating per annum rate equal to Adjusted Term SOFR plus Loan, the Applicable Margin. Each change in the day on which such Term SOFR Loan is converted to a Base Rate Loan as required under Section 4.05(c) (Interest Rates) or any component thereofSection 4.06 (Conversion Options) shall be reflected in or under Article V (Term SOFR and Tax Provisions)) to (but excluding) the date such Working Capital Loan, LC Loan or Swing Line Loan or portion thereof is paid at the interest rate determined as applicable to such Base Rate Loans as of the effective date of such change. All computations of interest for Base Rate Loans when the Base Rate is determined by the “prime rate” shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year). On the last Business Day of each calendar quarter hereafter and on the Termination Date, the Borrower shall pay to the Agent, for the ratable benefit of the Lenders, interest accrued from the last Business Day of the preceding calendar quarter to the last Business Day of such calendar quarter Loan (or accrued the date such Working Capital Loan or LC Loan is converted to the Termination Date in the case of a payment on the Termination Date) on all Base Rate Loans in arrears. The Borrower shall pay to the Agent, for the ratable benefit of the Lenders, interest on all Term SOFR Rate Loans in arrears on each SOFR Interest Payment DateLoan).

Interest Rates. All outstanding Term (a) Pursuant to each properly delivered Funding Notice and Interest Period Notice, (i) the Eurodollar Loans to the Borrower shall bear accrue interest on the unpaid principal amount thereof (including, to the extent permitted by law, on interest thereon not paid when due) from the date made until paid in full in cash at a rate determined by reference per annum during each Interest Period applicable thereto equal to the sum of the Eurodollar Rate for such Interest Period plus the Applicable Margin and (ii) each Base Rate Loan shall accrue interest at a rate per annum during each Monthly Period equal to the sum of the Base Rate or Adjusted Term SOFR plus the Applicable Margin, but not to exceed the Maximum Rate. If at any time Term Loans are outstanding with respect to which the Borrower has not delivered to the Agent a notice specifying the basis for determining the interest rate applicable thereto in accordance herewith, those Term Loans shall be treated as Base Rate Loans 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 Term Loans shall bear interest as follows: (i) For all Base Rate Loans, at a fluctuating per annum rate equal to the Base Rate plus the Applicable Margin; and (ii) For all SOFR Rate Loans, at a fluctuating per annum rate equal to Adjusted Term SOFR Monthly Period plus the Applicable Margin. Any Revolving Loan made within thirty (30) days of the Maturity Date shall be a Base Rate Loan. (b) On or before 12:00 noon, New York City time, at least four (4) Business Days prior to the end of each Interest Period for each Eurodollar Loan, the Borrowers shall, and at least four (4) Business Days prior to the end of any Monthly Period for any Base Rate Loans, the Borrowers may, deliver to the Administrative Agent an Interest Period Notice setting forth the Borrowers’ election (i) to continue any such Eurodollar Loan as (or convert any such Base Rate Loan to) a Eurodollar Loan or (ii) to convert any such Eurodollar Loan to a Base Rate Loan at the end of the then-current Interest Period; provided, that if an Event of Default has occurred and is continuing, all Eurodollar Loans shall automatically convert into Base Rate Loans at the end of the then-current Interest Periods. Each change such election with respect to the Tranche A-1 Term Loans shall also apply to the Tranche A-2 Term Loans. Upon the waiver or cure of such Event of Default, the Borrowers shall have the option to continue such Loans as Base Rate Loans and/or to convert such Loans to Eurodollar Loans (by delivery of an Interest Period Notice), subject to the notice periods set forth above. Notwithstanding anything to the contrary, any portion of the Loans maturing in less than one month may not be continued as, or converted to, Eurodollar Loans and will automatically convert to Base Rate Loans at the end of the then-current Interest Period. (c) If the Borrowers fail to deliver an Interest Period Notice in accordance with Section 3.03(b) with respect to any Eurodollar Loan, such Eurodollar Loan shall automatically continue as a Eurodollar Loan. (d) All Eurodollar Loans shall bear interest from and including the first day of the applicable Interest Period to (and excluding) the last day of such Interest Period at the interest rate determined as applicable to such Eurodollar Loan. (e) Notwithstanding anything to the contrary, the Borrowers shall have, in the Base Rate aggregate, no more than eight (or 8) separate Eurodollar Loans outstanding at any component thereofone time. For purposes of the foregoing, all Eurodollar Loans commencing on the same day of a month (notwithstanding that such Eurodollar Loans commence in different months) shall be reflected in considered a single Eurodollar Loan. (f) All Base Rate Loans shall bear interest from and including the interest rate applicable first day of each Monthly Period (or the day on which Eurodollar Loans are converted to Base Rate Loans as of the effective date of such change. All computations of interest for Base Rate Loans when the Base Rate is determined by the “prime rate” shall be made on the basis of a year of 365 required under Section 3.03(b) or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed under Article IV (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year). On the last Business Day of each calendar quarter hereafter and on the Termination Date, the Borrower shall pay to the Agent, for the ratable benefit of the Lenders, interest accrued from the last Business Day of the preceding calendar quarter to the last Business Day of such calendar quarter (or accrued to the Termination Date in the case of a payment on the Termination Date) on all Base Rate Loans in arrears. The Borrower shall pay to the Agent, for the ratable benefit of the Lenders, interest on all SOFR Rate Loans in arrears on each SOFR Interest Payment Date.

Interest Rates. All outstanding Term Loans to the Borrower Obligations shall bear interest on the unpaid principal amount thereof (including, to the extent permitted by law, on interest thereon not paid when due) from the date made until paid in full in cash at a rate determined by reference to the Base Rate or Adjusted Term SOFR the LIBOR Rate plus the Applicable MarginMargins as set forth below, but not to exceed the Maximum Rate. If at any time Term Loans are outstanding with respect to which the Borrower has not delivered to the Agent a notice specifying the basis for determining the interest rate applicable thereto in accordance herewith, those Term Loans shall be treated as bear interest at a rate determined by reference to the Base Rate Loans plus the Applicable Margin until notice to the contrary has been given to the Agent in accordance with this Agreement Section 2.2 and such notice has become effective. Except as otherwise provided herein, the Term Loans 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 SOFR Rate Loans, LIBOR Revolving Loans at a fluctuating per annum rate equal to Adjusted Term SOFR the LIBOR Rate plus the Applicable Margin. Each change in the Base Rate (or any component thereof) shall be reflected in the interest rate applicable to Base Rate Revolving Loans as of the effective date of such change. All computations of interest for Base Rate Loans when the Base Rate is determined by the “prime rate” charges shall be made computed on the basis of a year of 365 or 366 days, as the case may be, and actual 360 days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, interest being paid than if computed on the basis of a 365-day year). On the last Business Day of each calendar quarter hereafter and on the Termination Date, the The Borrower shall pay to the Agent, for the ratable benefit of the Lenders, interest accrued from on all Base Rate Revolving Loans in arrears on the last Business Day first day of the preceding calendar quarter to the last Business Day of such calendar quarter (or accrued to the Termination Date in the case of a payment each month hereafter and on the Termination Date) on all Base Rate Loans in arrears. The Borrower shall pay to the Agent, for the ratable benefit of the Lenders, interest accrued on all SOFR Rate LIBOR Revolving Loans in arrears on each SOFR LIBOR Interest Payment Date.

Interest Rates. All outstanding Term Loans to the Borrower (a) Each Base Rate Loan shall bear interest on the unpaid outstanding principal amount thereof thereof, for each day from the date such Loan is made until the date it is repaid or converted into a Euro-Dollar Loan pursuant to Section 2.5, at a rate per annum equal to the sum of the Base Rate plus the Applicable Margin for Base Rate Loans for such day. (includingb) Each Canadian Base Rate Loan shall bear interest on the outstanding principal amount thereof, for each day from the date such Loan is made until the date it is repaid or converted into a Euro-Dollar Loan or Base Rate Loan pursuant to Section 2.5, at a rate per annum equal to the sum of the Canadian Base Rate plus the Applicable Margin for such Canadian Base Rate Loans for such day. (c) Each Euro-Dollar Loan (other than Canadian Base Rate Loans) 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 sum of the Applicable Margin for Euro-Dollar Loans for such day plus the Adjusted Interbank Offered Rate applicable to such Interest Period. (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 the Loans, and, to the extent permitted by applicable law, overdue interest in respect of all Loans, shall bear interest at the annual rate equal to the sum of the Base Rate and two percent (2%) (the “Default Rate”). (e) The Administrative Agent shall determine each interest rate applicable to the Loans hereunder. The Administrative Agent shall give prompt notice to the affected Borrowers 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 on all Loans bearing interest thereon not paid when due) from the date made until paid in full in cash at a rate determined by reference to the Base Rate or Adjusted Term SOFR plus the Applicable Margin, but not to exceed the Maximum Rate. If at any time Term Loans are outstanding with respect to which the Borrower has not delivered to the Agent a notice specifying the basis for determining the interest rate applicable thereto in accordance herewith, those Term Loans Canadian Base Rate shall be treated as Base Rate Loans until notice to the contrary has been given to the Agent payable, in accordance with this Agreement and such notice has become effective. Except as otherwise provided hereinarrears, the Term Loans shall bear interest as follows: (i) For all Base Rate Loans, at a fluctuating per annum rate equal to the Base Rate plus the Applicable Margin; and (ii) For all SOFR Rate Loans, at a fluctuating per annum rate equal to Adjusted Term SOFR plus the Applicable Margin. Each change in the Base Rate (or any component thereof) shall be reflected in the interest rate applicable to Base Rate Loans as of the effective date of such change. All computations of interest for Base Rate Loans when the Base Rate is determined by the “prime rate” shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year). On the last first Business Day of each calendar quarter hereafter and month. Interest on all Loans bearing interest based on the Termination Date, the Borrower Interbank Offered Rate shall pay to the Agent, for the ratable benefit of the Lenders, interest accrued from be payable on the last Euro-Dollar Business Day of the preceding calendar quarter applicable Interest Period, but no less frequently than every three months determined on the basis of the first (1st) day of the Interest Period applicable to the last Business Day of such calendar quarter (or accrued to the Termination Date Loan in the case of a payment on the Termination Date) on all Base Rate Loans in arrears. The Borrower shall pay to the Agent, for the ratable benefit of the Lenders, interest on all SOFR Rate Loans in arrears on each SOFR Interest Payment Datequestion.

Interest Rates. All outstanding Term Loans to the Borrower Obligations (other than Bank Product Obligations) shall bear interest on the unpaid principal amount thereof (including, to the extent permitted by law, on interest thereon not paid when due) from the date made until paid in full in cash at a rate determined by reference to the Base Rate or Adjusted Term SOFR plus the Applicable MarginLIBOR Rate and subparagraphs 2.5(a)(i) or (ii), as applicable, but not to exceed the Maximum RateRate described in Paragraph 2.7. Subject to the provisions of Paragraph 2.6, any of the Loans may be converted into, or continued as, Base Rate Revolving Loans or LIBOR Revolving Loans in the manner provided in Paragraph 2.6. If at any time Term Loans are outstanding with respect to which the Borrower notice has not been delivered to Agent in accordance with the Agent a notice terms of this Agreement specifying the basis for determining the interest rate applicable thereto in accordance herewiththereto, then those Term Loans shall be treated as 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 Term Loans outstanding Obligations (other than Bank Product Obligations) shall bear interest as follows: (i) For all Base Rate Revolving Loans and such other Obligations which are not LIBOR Revolving Loans, then at a fluctuating per annum rate equal to the Base Rate plus the Applicable Margin; and (ii) For all SOFR Rate Revolving Loans and such other Obligations which are LIBOR Revolving Loans, then at a fluctuating per annum rate equal to Adjusted Term SOFR the LIBOR Rate (but no less than 1.00%) plus the Applicable Margin. Each change in the Base Rate (or any component thereof) shall be reflected in the interest rate applicable to Base Rate Loans described in clause (i) above as of the effective date date(s) thereof, as provided in the definition of such change“Base Rate” in Paragraph 1.1 above. All computations of interest for Base Rate Loans when the Base Rate is determined by the “prime rate” charges shall be made computed on the basis of a year of 365 or 366 days, as the case may be, and actual 360 days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, interest being paid than if computed on the basis of a 365-day year). On Interest accrued on all Loans will be payable in arrears on the last Business Day day of each calendar quarter hereafter month for such month and on the Termination Date, Maturity Date and each Borrower expressly authorizes Agent to charge the Borrower shall pay to the Agent, Loan Account for the ratable benefit purpose of the Lenders, paying such interest accrued from the last Business Day of the preceding calendar quarter to the last Business Day of such calendar quarter (or accrued to the Termination Date as provided in the case of a payment on the Termination Date) on all Base Rate Loans in arrears. The Borrower shall pay to the Agent, for the ratable benefit of the Lenders, interest on all SOFR Rate Loans in arrears on each SOFR Interest Payment DateParagraph 2.10(d).

Interest Rates. All outstanding Term Loans to the Borrower (a) Each Revolving Credit Loan shall bear interest on at the Prime Rate plus the Applicable Margin for Base Rate Loans unless timely notice is given (as provided in Section 2-5(a)) that the subject Revolving Credit Loan (or a portion thereof) is, or is to be converted to, a Eurodollar Loan. (b) Each Revolving Credit Loan which consists of a Eurodollar Loan shall bear interest at the Adjusted Eurodollar Rate plus the Applicable Margin for Eurodollar Loans. (c) Subject to the provisions hereof, the Borrower, by notice to the Lender, may cause all or a part of the unpaid principal amount thereof balance of the Loan Account to bear interest at the Prime Rate or the Adjusted Eurodollar Rate as specified from time to time by the Borrower. (includingd) The Borrower shall not select, renew, or convert any interest rate for a Revolving Credit Loan such that, in addition to interest at the Prime Rate, there are more than six (6) Interest Periods for Eurodollar Loans applicable to the extent permitted by law, on interest thereon not paid when due) from the date made until paid in full in cash at a rate determined by reference to the Base Rate or Adjusted Term SOFR plus the Applicable Margin, but not to exceed the Maximum Rate. If Revolving Credit Loans at any time Term Loans are outstanding with respect to which the one time. (e) The Borrower has not delivered to the Agent a notice specifying the basis for determining the shall pay accrued and unpaid interest rate applicable thereto on each Revolving Credit Loan in accordance herewith, those Term Loans shall be treated as Base Rate Loans 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 Term Loans shall bear interest arrears as follows: (i) For all Base Rate Loans, at a fluctuating per annum rate equal to On the Base Rate plus the Applicable Margin; andapplicable Interest Payment Date for that Revolving Credit Loan. (ii) For On the Termination Date and on the End Date. (iii) Following the occurrence, and during the continuance, of any Event of Default, with such frequency as may be determined by the Lender. (f) Following the occurrence, and during the continuance, of any Default Interest Event (and whether or not the Lender exercises the Lender’s rights on account thereof), all SOFR Rate LoansRevolving Credit Loans shall bear interest, at the option of the Lender, at a fluctuating per annum rate equal to Adjusted Term SOFR plus which is the Applicable Margin. Each change in the Base Rate (or any component thereof) shall be reflected in aggregate of the interest rate applicable to Base Rate Loans as of the effective date of such change. then in effect plus two percent (2%) per annum. (g) All computations of interest for Base Rate Loans when the Base Rate is determined by the “prime rate” shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year). On the last Business Day of each calendar quarter hereafter and on the Termination Date, the Borrower shall pay to the Agent, for the ratable benefit of the Lenders, interest accrued from the last Business Day of the preceding calendar quarter to the last Business Day of such calendar quarter (or accrued to the Termination Date in the case of a payment on the Termination Date) on all Base Rate Loans in arrears. The Borrower shall pay to the Agent, for the ratable benefit of the Lenders, interest on all SOFR Rate Loans in arrears on each SOFR Interest Payment Date.

Interest Rates. All outstanding Term Loans (a) It is the intention of the parties hereto that the Loan made hereunder shall conform strictly to applicable usury laws. Accordingly, none of the terms and provisions contained in this Agreement or any of the other Loan Documents shall ever be construed to create a contract to pay interest to the Borrower Lender for the use, forbearance or detention of money at a rate in excess of the highest lawful rate applicable (the "Maximum Lawful Rate"); for purposes of this Section 9.16, "interest" shall bear include the aggregate of all charges or other consideration which constitute interest on under applicable laws (whether or not denominated as interest) and are contracted for, taken, reserved, charged or received under this Agreement or the unpaid other Loan Documents or otherwise in connection with the transactions contemplated by this Agreement and the other Loan Documents. If as a result of prepayment, acceleration of maturity or otherwise, the effective rate of interest which would otherwise be payable to the Lender under this Agreement or any other Loan Document would exceed the Maximum Lawful Rate for the period during which the principal amount thereof of the Loan was outstanding, or if the Lender shall receive moneys or other consideration that are deemed to constitute interest that would increase the effective rate of interest payable by the Borrower to the Lender under this Agreement or any other Loan Document to a rate in excess of the Maximum Lawful Rate for the period during which the principal amount of the Loan was outstanding, then (includingi) the amount of interest that would otherwise be payable by the Borrower to the Lender under this Agreement and the other Loan Documents shall be reduced to the Maximum Lawful Rate, and (ii) any interest paid by the Borrower to the Lender in excess of the Maximum Lawful Rate shall be credited by the Lender as an optional prepayment of the Loan and, thereafter, shall be returned to the Borrower. All calculations of the rate or amount of interest contracted for, taken, reserved, charged or received by the Lender under this Agreement and the other Loan Documents that are made for the purpose of determining whether such rate or amount exceeds the Maximum Lawful Rate shall be made, to the extent permitted by applicable law, on interest thereon not paid when due) from by amortizing, prorating, allocating and spreading during the date made until paid in full in cash at a rate determined by reference stated term of the Loan owed to the Base Rate or Adjusted Term SOFR plus the Applicable Margin, but not to exceed the Maximum Rate. If at any time Term Loans are outstanding with respect to which the Borrower has not delivered to the Agent a notice specifying the basis for determining the interest rate applicable thereto in accordance herewith, those Term Loans shall be treated as Base Rate Loans 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 Term Loans shall bear interest as follows: (i) For all Base Rate Loans, at a fluctuating per annum rate equal to the Base Rate plus the Applicable Margin; and (ii) For all SOFR Rate Loans, at a fluctuating per annum rate equal to Adjusted Term SOFR plus the Applicable Margin. Each change in the Base Rate (or any component thereof) shall be reflected in the interest rate applicable to Base Rate Loans as of the effective date of such change. All computations of interest for Base Rate Loans when the Base Rate is determined by the “prime rate” shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year). On the last Business Day of each calendar quarter hereafter and on the Termination Date, the Borrower shall pay to the Agent, for the ratable benefit of the Lenders, interest accrued from the last Business Day of the preceding calendar quarter to the last Business Day of such calendar quarter (or accrued to the Termination Date in the case of a payment on the Termination Date) on all Base Rate Loans in arrears. The Borrower shall pay to the Agent, for the ratable benefit of the Lenders, interest on all SOFR Rate Loans in arrears on each SOFR Interest Payment DateLender.

Interest Rates. All outstanding Term Loans to the Borrower (a) Each Base Rate Loan shall bear interest on the unpaid outstanding principal amount thereof (includingthereof, to the extent permitted by law, on interest thereon not paid when due) for each day from the date such Loan is made until paid in full in cash it becomes due, at a rate determined by reference to the Base Rate or Adjusted Term SOFR plus the Applicable Margin, but not to exceed the Maximum Rate. If at any time Term Loans are outstanding with respect to which the Borrower has not delivered to the Agent a notice specifying the basis for determining the interest rate applicable thereto in accordance herewith, those Term Loans shall be treated as Base Rate Loans 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 Term Loans shall bear interest as follows: (i) For all Base Rate Loans, at a fluctuating per annum rate equal to the Base Rate for such day. Such interest shall be payable quarterly in arrears on each Quarterly Payment Date and at maturity. Any overdue principal of or overdue interest on any Base Rate Loan shall bear interest, payable on demand, for each day until paid at a rate per annum equal to the sum of 1% plus the Base Rate for such day. (b) Each SOFR 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; Margin for such day plus the Adjusted Term SOFR applicable to such Interest Period. 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. (c) Any overdue principal of or overdue interest on any SOFR Loan 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 1% plus the higher of (i) the sum of the Applicable Margin for such day plus the Adjusted Term SOFR applicable to such Loan at the date such payment was due and (ii) For all SOFR Rate Loans, at a fluctuating per annum rate equal to Adjusted Term SOFR plus the Applicable Margin. Each change in the Base Rate (or any component thereof) shall be reflected in the interest rate applicable to Base Rate Loans as for such day. (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 Lenders by facsimile of each rate of interest so determined, and its determination thereof shall be conclusive in the absence of manifest error unless the Borrower raises an objection thereto within five Domestic Business Days after receipt of such notice. (e) 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 Loan Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document. The Administrative Agent will promptly notify the Borrower and the Lenders of the effective date effectiveness of such change. All computations any Conforming Changes in connection with the use or administration of interest for Base Rate Loans when the Base Rate is determined by the “prime rate” shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year). On the last Business Day of each calendar quarter hereafter and on the Termination Date, the Borrower shall pay to the Agent, for the ratable benefit of the Lenders, interest accrued from the last Business Day of the preceding calendar quarter to the last Business Day of such calendar quarter (or accrued to the Termination Date in the case of a payment on the Termination Date) on all Base Rate Loans in arrears. The Borrower shall pay to the Agent, for the ratable benefit of the Lenders, interest on all SOFR Rate Loans in arrears on each SOFR Interest Payment DateTerm SOFR.

Interest Rates. All outstanding Term Loans to the Borrower (a) Each CP Rate Loan shall bear interest on the unpaid outstanding principal amount thereof from and including the first day of 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. On the 5th Business Day immediately preceding each Settlement Date, to each Pool Funded Conduit shall calculate the extent permitted by lawaggregate amount of CP Costs for the applicable Accrual Period and shall notify the Borrower of its aggregate amount of such CP Costs which shall be payable on such Settlement Date. At any time while Gotham is not acting as Pool Funded Conduit, on the 5th Business Day immediately preceding each Settlement Date, the Gotham Agent shall calculate Gotham’s CP Rate and each shall notify Borrower of the aggregate amount of CP Costs which shall be payable on such Settlement Date. (b) Each Eurodollar Loan shall bear interest thereon 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 paid when dueincluding) from the date made until paid in full in cash last day of such Interest Period at a rate determined by reference per annum equal to the sum of (i) the applicable Eurodollar Rate (Reserve Adjusted) for such Interest Period plus (ii) the Applicable Percentage per annum. (c) Each Alternate Base Rate or Adjusted Term SOFR plus Loan shall bear interest on the Applicable Marginoutstanding principal amount thereof, for each day from and including the date such Loan is made to but not to exceed excluding the Maximum Rate. If date it is paid at any time Term Loans are outstanding with respect to which the Borrower has not delivered a rate per annum equal to the Agent a notice specifying Alternate Base Rate for such day. Changes in the basis for determining the rate of interest rate applicable thereto in accordance herewith, those Term Loans shall be treated as on Alternate Base Rate Loans until notice will take effect simultaneously with each change in the Alternate Base Rate. (d) Notwithstanding anything to the contrary has been given to contained in Sections 1.3(a), (b) or (c), upon the Agent in accordance with this Agreement occurrence of an Event of Default, and such notice has become effective. Except as otherwise provided hereinduring the continuance thereof, the Term Loans all Obligations shall bear interest as follows:interest, payable upon demand, at the Default Rate. (ie) For all Base Rate Loans, at a fluctuating per annum rate equal to the Base Rate plus the Applicable Margin; and (ii) For all SOFR Rate Loans, at a fluctuating per annum rate equal to Adjusted Term SOFR plus the Applicable Margin. Each change in the Base Rate (or any component thereof) Interest shall be reflected in payable for the day a Loan is made but not for the day of any payment on the amount paid if payment is received prior to 1:00 p.m. (local time) at the place of payment. If any payment of principal of or interest rate applicable to Base Rate Loans as of the effective date of on a Loan shall become due on a day which is not a Business Day, such change. All computations of interest for Base Rate Loans when the Base Rate is determined by the “prime rate” payment shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year). On the last next succeeding Business Day of each calendar quarter hereafter and on the Termination Dateand, the Borrower shall pay to the Agent, for the ratable benefit of the Lenders, interest accrued from the last Business Day of the preceding calendar quarter to the last Business Day of such calendar quarter (or accrued to the Termination Date in the case of a payment on the Termination Date) on all Base Rate Loans principal payment, such extension of time shall be included in arrears. The Borrower shall pay to the Agent, for the ratable benefit of the Lenders, computing interest on all SOFR Rate Loans in arrears on each SOFR Interest Payment Dateconnection with such payment.

Interest Rates. All outstanding Term Loans to the Borrower (a) Each Base Rate Loan shall bear interest on the unpaid outstanding principal amount thereof thereof, for each day from the date such Loan is made until the date it is repaid or converted into a Euro-Dollar Loan pursuant to Section 2.7, at a rate per annum equal to sum of the Base Rate plus the Applicable Margin for Base Rate Loans for such day. (includingb) Each Euro-Dollar 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 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 Money 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 demand, for each day until paid at a rate per annum equal to the Base Rate until such failure shall become an Event of Default 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 the Loans, and, to the extent permitted by applicable law, on overdue interest thereon not paid when due) from the date made until paid in full in cash at a rate determined by reference to the Base Rate or Adjusted Term SOFR plus the Applicable Marginrespect of all Loans, but not to exceed the Maximum Rate. If at any time Term Loans are outstanding with respect to which the Borrower has not delivered to the Agent a notice specifying the basis for determining the interest rate applicable thereto in accordance herewith, those Term Loans shall be treated as Base Rate Loans 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 Term Loans shall bear interest as follows: (i) For all Base Rate Loans, at a fluctuating per annum the annual rate equal to the Base Rate plus the Applicable Margin; and (ii) For all SOFR Rate Loans, at a fluctuating per annum rate equal to Adjusted Term SOFR plus the Applicable Margin. Each change in sum of the Base Rate and two percent (or any component thereof2%) (the “Default Rate”). (e) The Administrative Agent shall be reflected in the determine each interest rate applicable to Base Rate the Loans as hereunder. The Administrative Agent shall give prompt notice to the Borrower and the Banks of the effective date of such change. All computations each rate of interest for Base Rate Loans when the Base Rate is determined by the “prime rate” so determined, and its determination thereof shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year). On the last Business Day of each calendar quarter hereafter and on the Termination Date, the Borrower shall pay to the Agent, for the ratable benefit of the Lenders, interest accrued from the last Business Day of the preceding calendar quarter to the last Business Day of such calendar quarter (or accrued to the Termination Date conclusive in the case absence of a payment on the Termination Date) on all Base Rate Loans in arrears. The Borrower shall pay to the Agent, for the ratable benefit of the Lenders, interest on all SOFR Rate Loans in arrears on each SOFR Interest Payment Datedemonstrable error.

Interest Rates. All outstanding Term Loans to the Borrower (a) So long as no Event of Default under this Agreement has occurred and is continuing, each Base Rate Loan shall bear interest on the unpaid outstanding principal amount thereof (includingthereof, to the extent permitted by law, on interest thereon not paid when due) for each day from the date such Base Rate Loan is made until paid in full in cash it becomes due, at a rate determined by reference to the Base Rate or Adjusted Term SOFR plus the Applicable Margin, but not to exceed the Maximum Rate. If at any time Term Loans are outstanding with respect to which the Borrower has not delivered to the Agent a notice specifying the basis for determining the interest rate applicable thereto in accordance herewith, those Term Loans shall be treated as Base Rate Loans 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 Term Loans shall bear interest as follows: (i) For all Base Rate Loans, at a fluctuating per annum rate equal to the Adjusted Base Rate plus the Applicable Margin; and (ii) For all SOFR Rate Loans, at a fluctuating per annum rate equal to Adjusted Term SOFR plus the Applicable MarginRate. Each change in the Base Rate (or any component thereof) Interest shall be reflected payable quarterly in the interest rate applicable to Base Rate Loans as of the effective date of such change. All computations of interest for Base Rate Loans when the Base Rate is determined by the “prime rate” shall be made arrears on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year). On the last first Business Day of each calendar quarter hereafter and commencing on the Termination Datefirst such date after such Base Rate Loan is made, and at the Borrower shall pay to the Agent, for the ratable benefit maturity of the LendersLoans (whether by reason of acceleration or otherwise); provided, interest accrued from the last Business Day of the preceding calendar quarter to the last Business Day of such calendar quarter (or accrued to the Termination Date that in the case event the Loans are repaid or prepaid in full and the Revolving Credit Commitments have been terminated, then accrued interest in respect of a payment on the Termination Date) on all Base Rate Loans in arrearsshall be payable together with such repayment or prepayment on the date thereof. The Borrower So long as any Event of Default under this Agreement has occurred and is continuing, each Base Rate Loan shall pay 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 the Loans, whether by reason of acceleration or otherwise, each Base Rate 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. (b) So long as no Event of Default under this Agreement has occurred and is continuing, each LIBOR Loan shall bear interest on the outstanding principal amount thereof for each Interest Period applicable thereto at a rate per annum equal to the AgentAdjusted LIBOR Rate. Interest shall be payable for each Interest Period on the last day thereof, unless the duration of such Interest Period 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, and at the maturity of the Loans (whether by reason of acceleration or otherwise); provided, that in the event all LIBOR Loans made pursuant to a single borrowing are repaid or prepaid in full, then accrued interest in respect of such LIBOR Loans shall be payable together with such repayment or prepayment on the date thereof. So long as any Event of Default under this Agreement has occurred and is continuing, each LIBOR 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 Adjusted LIBOR 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 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 ratable benefit Adjusted LIBOR Rate. (c) So long as no Event of Default under this Agreement has occurred and is continuing, each Swingline Loan shall bear interest as set forth in 2.01(c). So long as any Event of Default under this Agreement has occurred and is continuing, each Swingline Loan shall bear interest on the Lendersoutstanding principal amount thereof, for each day from the date such Swingline 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. Notwithstanding the provisions of Section 2.05(a), interest on Swingline Loans shall be payable at the earlier of (i) the maturity of the Swingline Loan, (ii) the Swingline Maturity Date, (iii) on the first Business Day of each calendar quarter commencing on the first such date after such Swingline Loan is made, and (iv) 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 Swingline Commitment has been terminated, then accrued interest in respect of all SOFR Swingline Loans shall be payable together with such repayment or prepayment on the date thereof. From and after the maturity of the Loans, whether by reason of acceleration or otherwise, each Swingline 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. (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. (e) So long as any Event of Default under this Agreement has occurred and is continuing, all other overdue Borrower’s Obligations (other than the 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 default interest shall be payable on demand. (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 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 Borrower and the Banks upon determining the interest rate for each borrowing of LIBOR Loans after its receipt of the relevant Notice of Borrowing or Notice of Election, and upon each change in arrears the Prime Rate; provided, however, that the failure of the Administrative Agent to provide Borrower or the Banks with any such notice shall neither affect any obligations of Borrower or the Banks hereunder nor result in any liability on the part of the Administrative Agent to Borrower or any Bank. Each such determination (including each SOFR Interest Payment Datedetermination of the Reserve Requirement) shall, absent manifest error, be conclusive and binding on all parties hereto.

Interest Rates. All outstanding Term Loans to the Borrower shall (i) Each Loan will bear interest on the unpaid principal amount thereof (including, to the extent permitted by law, on interest thereon not paid when due) from the date made until paid in full in cash to but excluding maturity (whether at stated maturity, by acceleration, because of mandatory prepayment or otherwise) at the following rates: (A) each Construction/Acquisition Loan will bear interest during each Interest Period applicable thereto at a rate determined by reference to the Base Rate or Adjusted Term SOFR plus the Applicable Margin, but not to exceed the Maximum Rate. If at any time Term Loans are outstanding with respect to which the Borrower has not delivered to the Agent a notice specifying the basis for determining the interest rate applicable thereto in accordance herewith, those Term Loans shall be treated as Base Rate Loans 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 Term Loans shall bear interest as follows: (i) For all Base Rate Loans, at a fluctuating per annum rate equal to the Base Rate LIBOR as determined for such Interest Period plus the Applicable Margin; and one hundred (ii100) For all SOFR Rate Loansbasis points, at a fluctuating per annum rate equal to Adjusted Term SOFR plus the Applicable Margin. Each change in the Base Rate (or computed on each date on which interest is due on any component thereof) shall be reflected in the interest rate applicable to Base Rate Loans as of the effective date of such change. All computations of interest for Base Rate Loans when the Base Rate is determined by the “prime rate” shall be made Construction/Acquisition Loan on the basis of a year of 365 or 366 days, as 360 days for the case may be, and actual number of days elapsed. All other computations of fees ; and (B) subject to adjustment pursuant to Section 2.3(a)(iv), each Term Loan will bear interest at a fixed rate per annum equal to nine and interest shall be made thirty-five one-hundredths percent (9.35%), payable on the basis of a 360-day year and of 360 days for the actual number of days elapsed elapsed. (which results in more fees or interest, as applicable, being paid than if computed ii) LIBOR during a particular Interest Period will be determined by the Construction/Acquisition Agent on the Interest Rate Determination Date with respect to such Loan on the basis of a 365-day year). On the last Business Day Interest Period and the amount of each calendar quarter hereafter the Loan. (iii) Each determination by an Agent of the Interest Rate applicable to any Loan pursuant to this Section 2.3(a) will be conclusive and binding on the Termination parties absent manifest error, in which case the Interest Rate will be corrected and all payments of Borrower affected by the incorrect Interest Rate determination will be appropriately adjusted. (iv) The Interest Rate applicable to each Term Loan will be increased as necessary as of October 30, 1998, to reflect any increased cost to the Term Agent and the Term Lenders resulting from any variation between the actual Funding Dates of the Term Loans and the projected Funding Dates of the Term Loans contained in the Closing Pro Forma as of the Closing Date. The Interest Rate will be increased in an amount sufficient to reimburse the Term Agent and the Term Lenders for any increased cost to any of them arising from the contracts or other arrangements entered into by the Term Agent and the Term Lenders with Credit Lyonnais New York Branch or any other Person to provide a fixed rate of interest on the Term Loans. Should Borrower and the Term Lenders be unable to agree on the increase in the Interest Rate, then Borrower and the Term Lenders shall appoint a firm of independent certified public accountants (which shall be a "Big 6" firm and which shall not at the time have an accounting relationship with any of Borrower, the Borrower shall pay Term Agent and the Term Lenders) to determine the Agentappropriate increase in the Interest Rate, for and the ratable benefit of the Lenders, interest accrued from the last Business Day of the preceding calendar quarter to the last Business Day fees of such calendar quarter (or accrued to accounting firm shall be paid one-half by Borrower and one-half by the Termination Date in the case of a payment on the Termination Date) on all Base Rate Loans in arrears. The Borrower shall pay to the Agent, for the ratable benefit of the Term Lenders, interest on all SOFR Rate Loans in arrears on each SOFR Interest Payment Date.

Interest Rates. All outstanding Term Loans Subject to the Borrower provisions of Sections 6.4.2 and 14.9: (a) each Eurocurrency Rate Committed Loan shall bear interest on the unpaid outstanding principal amount thereof (including, to the extent permitted by law, on interest thereon not paid when due) from the date made until paid in full in cash for each Interest Period at a rate determined by reference per annum equal to the Base applicable Eurocurrency Rate or Adjusted Term SOFR for such Interest Period plus the Applicable Margin, but not to exceed the Maximum Rate. If at any time Term Loans are outstanding with respect to which the Borrower has not delivered to the Agent a notice specifying the basis for determining the interest rate applicable thereto in accordance herewith, those Term Loans shall be treated as ; (b) each Base Rate Loans 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 Term Loans Committed Loan shall bear interest as follows: (i) For all Base Rate Loans, on the outstanding principal amount thereof from the applicable borrowing date at a fluctuating rate per annum rate equal to the Base Rate plus the Applicable Margin; (c) each Daily Simple SOFR Rate Loan shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the Daily Simple SOFR Rate plus the Applicable Margin; (d) each Daily Floating ▇▇▇▇▇ Rate Loan shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the Daily Floating ▇▇▇▇▇ Rate plus the Applicable Margin; (e) each Term SOFR Rate Loan shall bear interest on the outstanding principal amount thereof for each Interest Period at a rate per annum equal to the Term SOFR Rate for such Interest Period plus the Applicable Margin; (f) each TIIE Rate Loan shall bear interest on the outstanding principal amount thereof for each Interest Period at a rate per annum equal to the TIIE Rate for such Interest Period plus the Applicable Margin; (g) each TONAR Rate Loan shall bear interest on the outstanding principal amount thereof at a rate per annum equal to the TONAR Rate plus the Applicable Margin; (h) each Euro Swing Line Loan shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the Money Market Rate plus the Applicable Margin; (i) each Substitute Rate Loan shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the Substitute Rate; (j) each Supplemental Committed Loan shall bear interest as set forth in the applicable Supplemental Addendum; and (iik) For all SOFR Rate Loans, each Bid Loan shall bear interest on the outstanding principal amount thereof for the Interest Period therefor at a fluctuating rate per annum rate equal to Adjusted the Eurocurrency Rate for such Interest Period plus (or minus) the Eurocurrency Bid Margin, Term SOFR plus Bid Margin or at the Applicable Margin. Each change in the Base Absolute Rate (or any component thereof) shall be reflected in the interest rate applicable to Base Rate Loans as of the effective date of for such change. All computations of interest for Base Rate Loans when the Base Rate is determined by the “prime rate” shall be made on the basis of a year of 365 or 366 daysInterest Period, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year). On the last Business Day of each calendar quarter hereafter and on the Termination Date, the Borrower shall pay to the Agent, for the ratable benefit of the Lenders, interest accrued from the last Business Day of the preceding calendar quarter to the last Business Day of such calendar quarter (or accrued to the Termination Date in the case of a payment on the Termination Date) on all Base Rate Loans in arrears. The Borrower shall pay to the Agent, for the ratable benefit of the Lenders, interest on all SOFR Rate Loans in arrears on each SOFR Interest Payment Date.

Interest Rates. All outstanding Term Loans to the Borrower Each Base Rate Advance shall bear interest on the unpaid outstanding principal amount thereof (includingthereof, for each day from and including the date such Advance is made, to the extent permitted by law, on interest thereon not paid when due) from but excluding the date made until paid in full in cash it becomes due or is converted into a Daily Simple SOFR Advance or Term SOFR Advance pursuant to Section 2.9 hereof, at a rate determined by reference to the Base Rate or Adjusted Term SOFR plus the Applicable Margin, but not to exceed the Maximum Rate. If at any time Term Loans are outstanding with respect to which the Borrower has not delivered to the Agent a notice specifying the basis for determining the interest rate applicable thereto in accordance herewith, those Term Loans shall be treated as Base Rate Loans 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 Term Loans shall bear interest as follows: (i) For all Base Rate Loans, at a fluctuating per annum rate equal to the Base Rate for such day; provided, that if a Base Rate Advance is due as a result of an Event of Default or is otherwise outstanding during the continuance of an Event of Default, the Base Rate shall continue to apply thereto plus such other amounts as required under Section 2.11. Changes in the Applicable Margin; and (ii) For all SOFR rate of interest on that portion of any Advance maintained as a Base Rate Loans, at a fluctuating per annum rate equal to Adjusted Term SOFR plus the Applicable Margin. Each Advance will take effect simultaneously with each change in the Alternate Base Rate Rate. Each Term SOFR Advance shall bear interest on the outstanding principal amount thereof from and including the first day of the Interest Period applicable thereto to (or any component thereofbut not including) shall be reflected in the last day of such Interest Period at the interest rate determined by the Administrative Agent as applicable to Base Rate Loans such Term SOFR Advance based upon the Borrower’s selections under Sections 2.8 and 2.9 and the Pricing Schedule. Each Daily Simple SOFR Advance shall bear interest on the outstanding principal amount thereof from the day such Daily Simple SOFR Advance is made to (but not including) the date it is paid at the interest rate determined by the Administrative Agent as applicable to such Daily Simple SOFR Advance based upon the Borrower’s selections under Sections 2.8 and 2.9 and the Pricing Schedule. No Interest Period in respect of any Loan of any Class may end after the Facility Termination Date applicable to such Class. With respect to any Term Loan or portion thereof that has been identified by the Borrower to the Administrative Agent in writing as being subject as of the effective date of such change. All computations of interest for Base Rate Loans when the Base Rate is determined by the “prime rate” shall be made on the basis Effective Date to a Derivatives Contract with a Lender (or an Affiliate of a year of 365 or 366 daysLender) that provides a hedge against interest rate risk, as if the case may be, and actual days elapsed. All other computations of fees and Lenders would at any time be paid interest shall be made on any such Term Loan that is less than the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year). On the last Business Day of each calendar quarter hereafter and on the Termination DateMinimum Yield, the Borrower shall will pay to the Agent, for the ratable benefit of the such Lenders, in addition to and at the same time as the interest accrued from payable pursuant to Section 2.15, the last Business Day of positive difference, if any, between the preceding calendar quarter to Minimum Yield and the last Business Day actual interest payable on the outstanding balance of such calendar quarter (or accrued to the Termination Date in the case of a payment on the Termination Date) on all Base Rate Loans in arrears. The Borrower shall pay to the Agent, for the ratable benefit of the Lenders, interest on all SOFR Rate Loans in arrears on each SOFR Term Loan during such Interest Payment DatePeriod.

Interest Rates. All outstanding Term Loans to the Borrower Obligations shall bear interest on the unpaid principal amount thereof (including, to the extent permitted by law, on interest thereon not paid when due) from the date made until paid in full in cash at a rate determined by reference to the Base Rate or Adjusted Term SOFR plus the Applicable MarginLIBOR Rate and Section 3.1(a)(i), Section 3.1(a)(ii) or Section 3.1(a)(iii), as applicable, but not to exceed the Maximum Rate described in Section 3.3 (Maximum Interest Rate). Subject to the provisions of Section 3.2 (Conversion and Continuation Elections), any of the Loans may be converted into, or continued as, Base Rate Loans or LIBOR Rate Loans in the manner provided in Section 3.2 (Conversion and Continuation Elections). If at any time Term Loans are outstanding with respect to which the Borrower notice has not been delivered to the Agent a notice in accordance with the terms of this Agreement specifying the basis for determining the interest rate applicable thereto in accordance herewiththereto, then those Term Loans shall be treated as Base Rate 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 Term Loans outstanding Obligations shall bear interest as follows: (i) For all Base Rate Revolving Loans and other Obligations (other than LIBOR Rate Loans, ) at a fluctuating per annum rate equal to the Base Rate plus the Applicable Margin; and; (ii) For all SOFR Rate Loans, LIBOR Revolving Loans at a fluctuating per annum rate equal to Adjusted Term SOFR the LIBOR Rate plus the Applicable Margin. (iii) Twelve (12) months after the Closing Date, the Applicable Margins for Base Rate Revolving Loans and LIBOR Revolving Loans shall be subject to adjustment determined in accordance with the performance pricing grid attached hereto as EXHIBIT E and made a part hereof. Each change in the Base Rate (or any component thereof) shall be reflected in the interest rate applicable to Base Rate Loans described in clause (i) above as of the effective date of such change. All computations of interest for Base Rate Loans when the Base Rate is determined by the “prime rate” charges shall be made computed on the basis of a year of 365 or 366 days, as the case may be, and actual 360 days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, interest being paid than if computed on the basis of a 365-day year). On the last Business Day of each calendar quarter hereafter and on the Termination Date, the Borrower shall pay to the Agent, for the ratable benefit of the Lenders, interest Interest accrued from the last Business Day of the preceding calendar quarter to the last Business Day of such calendar quarter (or accrued to the Termination Date in the case of a payment on the Termination Date) on all Base Rate Revolving Loans will be payable in arrearsarrears on the first day of each month. The Borrower shall pay to the Agent, for the ratable benefit of the Lenders, interest Interest accrued on all SOFR LIBOR Rate Loans hereafter will be payable in arrears on each SOFR LIBOR Interest Payment Date.

Interest Rates. All outstanding Term Loans to Obligations (other than Obligations in respect of Bank Products, which shall bear interest in accordance with the Borrower terms of the respective documentation governing Bank Products) shall bear interest on the unpaid principal amount thereof (including, to the extent permitted by law, on interest thereon not paid when due) from the date made or incurred until paid in full in cash at a rate determined by reference to the Base Rate or Adjusted Term SOFR the LIBOR Rate plus the Applicable MarginMargins as set forth below, but not to exceed the Maximum Rate. If at any time Term Loans are outstanding with respect to which the applicable Borrower has not delivered to the Administrative Agent a notice specifying the basis for determining the interest rate applicable thereto in accordance herewith, those Term Loans shall be treated as bear interest at a rate determined by reference to the Base Rate Loans until notice to the contrary has been given to the Administrative Agent by such Borrower in accordance with this Agreement and such notice has become effective. Except as otherwise provided herein, the Term Loans outstanding Obligations shall bear interest as follows: (i) For all Base Rate Term Loans, at a fluctuating per annum rate equal to the Base Rate plus the Applicable Margin; (ii) For all LIBOR Rate Term Loans at a per annum rate equal to the LIBOR Rate plus the Applicable Margin; (iii) For all Base Rate Revolving Loans and other Obligations (other than (x) Term Loans, (y) LIBOR Rate Revolving Loans and (z) Obligations in respect of Bank Products, which Obligations in respect of Bank Products shall bear interest in accordance with the terms of the respective documentation governing Bank Products), at a fluctuating per annum rate equal to the Base Rate plus the Applicable Margin; and (iiiv) For all SOFR LIBOR Rate Revolving Loans, at a fluctuating per annum rate equal to Adjusted Term SOFR the LIBOR Rate plus the Applicable Margin. Each change in the Base Rate (or any component thereof) shall be reflected in the interest rate applicable to Base Rate Loans as of the effective date of such change. All computations of interest for Base Rate Loans when the Base Rate is determined by the “prime rate” charges shall be made computed on the basis of a year of 365 or 366 days, as the case may be, and actual 360 days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, interest being paid than if computed on the basis of a 365-day year). On the last Business Day of each calendar quarter hereafter and on the Termination Date, the Borrower shall pay to the Agent, for the ratable benefit of the Lenders, interest accrued from the last Business Day of the preceding calendar quarter to the last Business Day of such calendar quarter (or accrued to the Termination Date in the case of a payment on the Termination Date) on all Base Rate Loans in arrears. The Borrower shall pay to the Agent, for the ratable benefit of the Lenders, interest on all SOFR Rate Loans in arrears on each SOFR Interest Payment Date.

Interest Rates. All outstanding Term Loans to the Borrower (a) Each Base Rate Loan shall bear interest on the unpaid outstanding principal amount thereof thereof, for each day from the date such Loan is made until the date it is repaid or converted into a Euro-Currency Loan pursuant to Section 2.5, at a rate per annum equal to sum of the Base Rate plus the Applicable Margin for Base Rate Loans for such day. (includingb) Each Euro-Currency 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 sum of the Applicable Margin for Euro-Currency Loans for such day plus the Euro-Currency Rate applicable to such Interest Period. (c) In the event that, and for so long as, any Event of Default shall have occurred and be continuing, any overdue principal amount of the Loans, and, to the extent permitted by applicable law, on overdue interest thereon not paid when due) from the date made until paid and fees in full in cash at a rate determined by reference to the Base Rate or Adjusted Term SOFR plus the Applicable Marginrespect of all Loans, but not to exceed the Maximum Rate. If at any time Term Loans are outstanding with respect to which the Borrower has not delivered to the Agent a notice specifying the basis for determining the interest rate applicable thereto in accordance herewith, those Term Loans shall be treated as Base Rate Loans 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 Term Loans shall bear interest as follows: (i) For all Base Rate Loans, at a fluctuating per annum the annual rate equal to the Base Rate plus the Applicable Margin; and (ii) For all SOFR Rate Loans, at a fluctuating per annum rate equal to Adjusted Term SOFR plus the Applicable Margin. Each change in sum of the Base Rate and two percent (2%), or, if any Committed Loan shall have been continued as, or any component thereofconverted into, a Euro-Currency Loan, then, as to such Loan only, the sum of the Euro-Currency Rate and the Applicable Margin for Euro-Currency Loans, and two percent (2%) (collectively, the “Default Rate”). (d) The Administrative Agent shall be reflected in the determine each interest rate applicable to Base Rate the Loans as hereunder. The Administrative Agent shall give prompt notice to the Borrower and the Banks of the effective date of such change. All computations each rate of interest for Base Rate so determined, and its determination thereof shall be conclusive in the absence of demonstrable error. (e) Interest on all Loans when bearing interest at the Base Rate is determined by the “prime rate” shall be made payable on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year). On the last first Business Day of each calendar quarter hereafter and month. Interest on all Loans bearing interest based on the Termination Date, the Borrower Euro-Currency Rate shall pay to the Agent, for the ratable benefit of the Lenders, interest accrued from be payable on the last Euro-Currency Business Day of the preceding calendar quarter to the last Business Day of such calendar quarter (or accrued to the Termination Date in the case of a payment on the Termination Date) on all Base Rate Loans in arrears. The Borrower shall pay to the Agent, for the ratable benefit of the Lenders, interest on all SOFR Rate Loans in arrears on each SOFR applicable Interest Payment DatePeriod.

Interest Rates. All outstanding Term Loans Obligations of the U.S. Borrowers (other than Obligations with respect to Bank Products, which shall be governed by the Borrower documents relating thereto) shall bear interest on the unpaid principal amount thereof (including, to the extent permitted by law, on interest thereon not paid when due) from the date made or incurred (in the case of Obligations constituting expense reimbursements (including payment of attorneys' fee), from the date 30 days after the Agent has delivered an invoice to the Parent or any U.S. Borrower therefor) until paid in full in cash at a rate determined by reference to the U.S. Base Rate or Adjusted Term SOFR the LIBOR Rate plus the Applicable MarginMargins as set forth in Annex A to this Agreement, but not to exceed the Maximum Rate. If at any time Term U.S. Revolving Loans are outstanding with respect to which the applicable U.S. Borrower has not delivered to the Agent a notice specifying the basis for determining the interest rate applicable thereto in accordance herewith, those Term U.S. Revolving Loans shall be treated as bear interest at a rate determined by reference to the U.S. Base Rate until notice to the contrary has been given to the Agent in accordance with this Agreement and such notice has become effective. All outstanding Obligations of the Canadian Borrower (other than Obligations with respect to Bank Products, which shall be governed by the documents relating thereto) shall bear interest on the unpaid principal amount thereof (including, to the extent permitted by law, on interest thereon not paid when due) from the date made or incurred (in the case of Obligations constituting expense reimbursements (including payment of attorneys' fees), from the date 30 days after the Agent has delivered an invoice to the Parent or the Canadian Borrower therefor) until paid in full in cash at a rate determined by reference to the Canadian Prime Rate, the BA Rate, the Canadian Base Rate or the LIBOR Rate plus the Applicable Margins as set forth in Annex A to this Agreement, but not to exceed the Maximum Rate. If at any time Canadian Revolving Loans are outstanding with respect to which the Canadian Borrower has not delivered to the Agent a notice specifying the basis for determining the interest rate applicable thereto in accordance herewith, those Canadian Revolving Loans shall bear interest at a rate determined by reference to the Canadian Prime Rate if such Canadian Revolving Loans are denominated in Canadian Dollars and by reference to the Canadian Base Rate if such Canadian Revolving Loans are denominated in Dollars, in each instance, 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 Term Loans outstanding Obligations (other than Obligations with respect to Bank Products, which shall be governed by the documents relating thereto) shall bear interest as follows: (i) For all U.S. Base Rate Revolving Loans and other Obligations of the U.S. Borrowers (other than LIBOR Revolving Loans, ) at a fluctuating per annum rate equal to the U.S. Base Rate plus the Applicable Margin; (ii) For all LIBOR Revolving Loans at a per annum rate equal to the LIBOR Rate plus the Applicable Margin; (iii) For all Canadian Prime Rate Revolving Loans and other Obligations of the Canadian Borrower (other than LIBOR Revolving Loans and Canadian Base Rate Revolving Loans) at a fluctuating per annum rate equal to the Canadian Prime Rate plus the Applicable Margin; (iv) For all BA Equivalent Revolving Loans at a per annum rate equal to the BA Rate plus the Applicable Margin; and (iiv) For all SOFR Canadian Base Rate Loans, Revolving Loans at a fluctuating per annum rate equal to Adjusted Term SOFR the Canadian Base Rate plus the Applicable Margin. Each change in the U.S. Base Rate (or any component thereof) shall be reflected in the interest rate applicable to U.S. Base Rate Revolving Loans and other Obligations bearing interest based on the U.S. Base Rate as of the effective date of such change, each change in the Canadian Prime Rate shall be reflected in the interest rate applicable to Canadian Prime Rate Revolving Loans and other Obligations bearing interest based on the Canadian Prime Rate as of the effective date of such change and each change in the Canadian Base Rate shall be reflected in the interest rate applicable to Canadian Base Rate Revolving Loans as of the effective date of such change. All computations of interest for Base Rate Loans when the Base Rate is determined by the “prime rate” charges shall be made computed on the basis of a year of 365 or 366 days, as the case may be, and actual 360 days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, interest being paid than if computed on the basis of a 365-day year). On the last Business Day of each calendar quarter hereafter and on the Termination Date, the Each U.S. Borrower shall pay to the Agent, for the ratable benefit of the U.S. Lenders, interest accrued from on all U.S. Base Rate Revolving Loans made to such U.S. Borrower in arrears on the last Business Day first day of the preceding calendar quarter to the last Business Day of such calendar quarter (or accrued to the Termination Date in the case of a payment each month hereafter and on the Termination Date) on all Base Rate Loans in arrears. The Each Borrower shall pay to the Agent, for the ratable benefit of the U.S. Lenders or the Canadian Lenders, as applicable, interest on all SOFR LIBOR Revolving Loans made to such Borrower in arrears on each LIBOR Interest Payment Date (which interest paid by the Canadian Borrower shall be payable by the Agent acting through its Canada Branch to the Canadian Lenders on the next Business Day after payment by the Canadian Borrower). The Canadian Borrower shall pay to the Agent, for the ratable benefit of the Canadian Lenders, (i) interest accrued on all Canadian Prime Rate Revolving Loans and all Canadian Base Rate Revolving Loans in arrears on the first day of each month hereafter and on the Termination Date (which shall be payable by the Agent acting through its Canada Branch to the Canadian Lenders on the next Business Day after payment by the Canadian Borrower) and (ii) interest on all BA Equivalent Revolving Loans in arrears on each SOFR BA Equivalent Interest Payment DateDate (which shall be payable by the Agent acting through its Canada Branch to the Canadian Lenders on the next Business Day after payment by the Canadian Borrower).

Interest Rates. All outstanding Term Loans to the Borrower Obligations shall bear interest on the unpaid principal amount thereof (including, to the extent permitted by law, on interest thereon not paid when due) from the date made until paid in full in cash at a rate determined by reference to the Alternate Base Rate or Adjusted Term SOFR the LIBOR Rate plus the Applicable MarginMargins as set forth below, but not to exceed the Maximum Rate. If at any time Term Loans are outstanding with respect to which the Borrower has not delivered to the Agent a notice specifying the basis for determining the interest rate applicable thereto in accordance herewith, those Term Loans shall be treated as bear interest at a rate determined by reference to the Alternate Base Rate Loans 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 Term Loans outstanding Obligations shall bear interest as follows: (i) For all Base Rate Loans and other Obligations (other than LIBOR Rate Loans, ) at a fluctuating per annum rate equal to the Alternate Base Rate plus the Applicable MarginMargin for Base Rate Loans; and (ii) For all SOFR LIBOR Rate Loans, Loans at a fluctuating per annum rate equal to Adjusted Term SOFR the LIBOR Rate plus the Applicable MarginMargin for LIBOR Rate Loans. Each change in the Alternate Base Rate (or any component thereof) shall be reflected in the interest rate applicable to Base Rate Loans as of the effective date of such change. All computations calculations of interest for at the Alternate Base Rate Loans when the Base Rate is determined by the “prime rate” shall be made computed on the basis of a year of 365 or 366 days, as the case may be, 365/366 days and actual days elapsed. All other computations calculations of interest and fees and interest shall be made computed on the basis of a 360-day year of 360 days and actual days elapsed (which results in more fees or interest, as applicable, interest being paid than if computed on the basis of a 365-day year). On the last Business Day of each calendar quarter hereafter and on the Termination Date, the The Borrower shall pay to the Agent, for the ratable benefit of the Lenders, interest accrued from the last Business Day of the preceding calendar quarter to the last Business Day of such calendar quarter (or accrued to the Termination Date in the case of a payment on the Termination Date) on all Base Rate Loans quarterly in arrearsarrears on the first Business Day of each March, June, September and December hereafter and on the Termination Date. The Borrower shall pay to the Agent, for the ratable benefit of the Lenders, interest on all SOFR LIBOR Rate Loans in arrears on each SOFR LIBOR Interest Payment Date.

Interest Rates. All outstanding Term Loans to the Borrower shall bear interest on the unpaid principal amount thereof (including, to the extent permitted by law, on interest thereon not paid when due) from the date made until paid in full in cash at a rate determined by reference to the Alternate Base Rate or Adjusted Term SOFR the LIBOR Rate plus the Applicable MarginMargins as set forth below, but not to exceed the Maximum Rate. If at any time Term Loans are outstanding with respect to which the Administrative Borrower has not delivered to the Agent a notice specifying the basis for determining the interest rate applicable thereto in accordance herewith, those Term Loans shall be treated as bear interest at a rate determined by reference to the Alternate Base Rate Loans 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 Term outstanding Loans shall bear interest as follows: (i) For all Base Rate Loans, Loans at a fluctuating per annum rate equal to the Alternate Base Rate plus the Applicable MarginMargin for Base Rate Loans; and (ii) For all SOFR LIBOR Rate Loans, Loans at a fluctuating per annum rate equal to Adjusted Term SOFR the LIBOR Rate plus the Applicable MarginMargin for LIBOR Rate Loans. Each change in the Alternate Base Rate (or any component thereof) shall be reflected in the interest rate applicable to Base Rate Loans as of the effective date of such change. All computations calculations of interest for Base Rate Loans when the Base Rate is determined by the “prime rate” and fees shall be made computed on the basis of a year of 365 or 366 days, as the case may be, 360 days and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year). On the last Business Day of each calendar quarter hereafter and on the Termination Date, the Borrower The Borrowers shall pay to the Agent, for the ratable benefit of the Lenders, interest accrued from the last Business Day of the preceding calendar quarter to the last Business Day of such calendar quarter (or accrued to the Termination Date in the case of a payment on the Termination Date) on all Base Rate Loans quarterly in arrearsarrears on the first Business Day of each February, May, August and November hereafter and on the Termination Date. The Borrower Borrowers shall pay to the Agent, for the ratable benefit of the Lenders, interest on all SOFR LIBOR Rate Loans in arrears on each SOFR LIBOR Interest Payment Date. If any interest on any Loan or any fees or other amount payable by the Borrowers under the Loan Documents, other than principal, is not paid when due, whether on the stated due date, upon acceleration or otherwise, such overdue amount shall bear interest, after as well as before judgment, at a rate per annum equal to the rate applicable to Base Rate Loans as provided in Section 2.1(a)(i), but subject to Section 2.1(b).

Interest Rates. All outstanding Term Loans (a) So long as no Event of Default under this Agreement has been declared by Lender and is continuing, each Prime Loan shall bear interest prior to maturity at a rate per annum equal to the Borrower Prime Rate (fluctuating as and when the Prime Rate shall change). So long as any Event of Default under this Agreement has been declared by Lender and is continuing, each Prime Loan shall bear interest prior to maturity at a rate per annum equal to Four Percent (4%) over and above the Prime Rate (fluctuating as and when the Prime Rate shall change). Interest on Prime Loans shall be payable monthly in arrears on the first (1st) day of each month, commencing on the first such date after such Prime Loan is made, and at the maturity of the Revolving Credit Note, whether by reason of acceleration or otherwise. From and after the maturity of the Revolving Credit Note, whether by reason of acceleration or otherwise, each Prime Loan shall bear interest payable on demand until paid at a rate per annum equal to Four Percent (4%) over and above the Prime Rate (fluctuating as and when the Prime Rate shall change). (b) So long as no Event of Default under this Agreement has been declared by Lender and is continuing, each LIBOR Loan shall bear interest on the unpaid outstanding principal amount thereof (including, to the extent permitted by law, on interest thereon not paid when due) from the date made until paid in full in cash for each Interest Period applicable thereto at a rate determined by reference per annum equal to the Base Rate or Adjusted Term SOFR plus the Applicable Margin, but not to exceed the Maximum applicable LIBOR Rate. If at So long as any time Term Loans are Event of Default under this Agreement has been declared by Lender and is continuing, each LIBOR Loan shall bear interest on the outstanding with respect to which the Borrower has not delivered to the Agent a notice specifying the basis principal amount thereof for determining the interest rate each Interest Period applicable thereto in accordance herewith, those Term at a rate per annum equal to Four Percent (4%) over and above the applicable LIBOR Rate. Interest on the LIBOR Loans shall be treated payable for each Interest Period on the last day thereof and at the maturity of the Revolving Credit Note, whether by reason of acceleration or otherwise. From and after the maturity of the Revolving Credit Note, whether by reason of acceleration or otherwise, each LIBOR Loan shall bear interest payable on demand until paid at a rate per annum equal to Four Percent (4%) over and above the Prime Rate (fluctuating as Base and when the Prime Rate Loans until notice shall change). (c) Subject to the contrary has been given to the Agent and in accordance with the provisions of this Agreement and such notice has become effective. Except as otherwise provided hereinAgreement, the Term Loans Lender shall bear interest as follows: (i) For all Base Rate Loans, at a fluctuating per annum rate equal to the Base Rate plus the Applicable Margin; and (ii) For all SOFR Rate Loans, at a fluctuating per annum rate equal to Adjusted Term SOFR plus the Applicable Margin. Each change in the Base Rate (or any component thereof) shall be reflected in determine the interest rate applicable to Base Rate Loans as of the effective date of such change. All computations of interest for Base Rate Loans when the Base Rate is determined by the “prime rate” each Revolving Credit Loan hereunder and its determination thereof shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year). On the last Business Day of each calendar quarter hereafter and on the Termination Date, the Borrower shall pay to the Agent, for the ratable benefit of the Lenders, interest accrued from the last Business Day of the preceding calendar quarter to the last Business Day of such calendar quarter (or accrued to the Termination Date conclusive in the case absence of a payment on the Termination Date) on all Base Rate Loans in arrears. The Borrower shall pay to the Agent, for the ratable benefit of the Lenders, interest on all SOFR Rate Loans in arrears on each SOFR Interest Payment Datemanifest error.

Interest Rates. All outstanding Term Loans to the Borrower Obligations shall bear interest on the unpaid principal amount thereof (including, to the extent permitted by law, on interest thereon not paid when due) from the date made until paid in full in cash immediately available funds at a rate determined by reference to the Base Rate or Adjusted Term SOFR the LIBOR Rate plus the Applicable MarginMargins as set forth below, but not to exceed the Maximum Rate. If at any time Term Loans are outstanding with respect to which the Borrower has not delivered to the Agent a notice specifying the basis for determining the interest rate applicable thereto in accordance herewith, those Term Loans shall be treated as bear interest at a rate determined by reference to the Base Rate Loans 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 Term Loans outstanding Obligations shall bear interest as follows: (i) For for all Base Rate Revolving Loans and other Obligations that are due and unpaid (other than LIBOR Rate Loans, ) at a fluctuating per annum rate equal to the Base Rate plus the Applicable Margin; and (ii) For for all SOFR Rate Loans, LIBOR Revolving Loans at a fluctuating per annum rate equal to Adjusted Term SOFR the LIBOR Rate plus the Applicable Margin. Each change in the Base Rate (or any component thereof) shall be reflected in the interest rate applicable to Base Rate Loans as of the effective date of such change. All computations of interest for Base Rate Loans when the Base Rate is determined by the “prime rate” charges shall be made computed on the basis of a year of 365 or 366 days, as the case may be, and actual 360 days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, interest being paid than if computed on the basis of a 365-day year). On the last Business Day of each calendar quarter hereafter and on the Termination Date, the Borrower The Borrowers shall pay to the Agent, for the ratable benefit of the Lenders, interest accrued from the last Business Day of the preceding calendar quarter to the last Business Day of such calendar quarter (or accrued to the Termination Date in the case of a payment on the Termination Date) on all Base Rate Loans in arrearsarrears on the first day of each month hereafter and on the Termination Date. The Borrower Borrowers shall pay to the Agent, for the ratable benefit of the Lenders, interest on all SOFR LIBOR Rate Loans in arrears on each SOFR LIBOR Interest Payment Date.

Interest Rates. All outstanding Term Loans (a) Subject to the terms and conditions of this Agreement, the aggregate outstanding principal balance of the Loans shall be, at the option of the Borrower as selected pursuant to Section 2.01(c) and 2.01(A)(c) hereof, (x) Base Rate Loans which shall bear interest on for each day at the unpaid principal amount thereof rates set forth below or, (includingy) LiborEurocurrency Rate Loans, BBSW Loans and/or CDOR Loans which shall bear interest during each applicable Interest Period at the rates set forth below:, and (z) Daily Simple ▇▇▇▇▇ Loans which shall bear interest for each day at the rates set forth below. (i) Prior to the extent permitted by lawSecond Amendment Effective Date, on interest thereon not paid when due) from the date made until paid in full in cash at a rate determined by reference to the Base Rate or Adjusted Term SOFR plus the Applicable Margin, but not to exceed the Maximum Rate. If at any time Term Loans are outstanding with respect to which the Borrower has not delivered to the Agent a notice specifying the basis for determining the interest rate applicable thereto in accordance herewith, those Term Loans shall be treated as Base Rate Loans 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 Term Loans shall bear interest as follows: in the manner specified in this Agreement prior to giving effect to the Second Amendment. Subject to the terms and conditions of this Agreement (iincluding clause (v) For all below), on the ClosingSecond Amendment Effective Date and through the day immediately preceding the first (1st) Incentive Pricing Effective Date occurring after the ClosingSecond Amendment Effective Date, (x) Loans which are Base Rate Loans, Loans shall bear interest for each day at a fluctuating rate per annum rate equal to the Base Rate plus the applicable marginApplicable Base Rate Margin corresponding to Tier IVII as set forth below and, (y) Loans which are LiborEurocurrency Rate Loans, BBSW Loans or CDOR Loans shall bear interest during each applicable interest period at a rate per annum equal to the Libor RateAdjusted Eurocurrency Rate, BBR Screen Rate or CDOR Screen Rate, as the case may be, plus the Applicable Margin; andLiborEurocurrency/RFR Margin corresponding to Tier IVII set forth below;, and (z) Loans which are Daily Simple ▇▇▇▇▇ Loans shall bear interest for each day at a rate per annum equal to Daily Simple ▇▇▇▇▇ plus the Applicable Eurocurrency/RFR Margin corresponding to Tier II set forth below. (ii) For all SOFR Subject to the terms and conditions of this Agreement, during each Fiscal Quarter, in accordance with Section 5.01(c) hereof, the US Borrower shall submit to the Agent and the Banks a quarterly compliance certificate (the Fiscal Quarter in which such compliance certificate is required to be received by the Agent and the Banks is the "Reporting Quarter") as of the last day of the Fiscal Quarter immediately preceding such Reporting Quarter (with respect to any Reporting Quarter, the Fiscal Quarter immediately preceding such Reporting Quarter is the "Measurement Quarter"). Upon receipt of such quarterly compliance certificate by the Agent and the Banks in accordance with Section 5.01(c), the calculation of the US Borrower's Senior Leverage Ratio shall be set forth in such compliance certificate as of the last day of the Measurement Quarter ending March 31, 2020 and as of the last day of each Measurement Quarter thereafter. From the first (1st) day of the first (1st) full calendar month following the Agent's and the Banks' receipt of such quarterly compliance certificate (the "Incentive Pricing Effective Date") until the next Incentive Pricing Effective Date, (x) Loans which are Base Rate Loans shall bear interest for each day at a rate per annum equal to the Base Rate plus the applicable marginApplicable Base Rate Margin determined by reference to the US Borrower's Senior Leverage Ratio as set forth below (the "Applicable Base Rate Margin") and, (y) Loans which are LiborEurocurrency Rate Loans, BBSW Loans or CDOR Loans shall bear interest during each applicable Interest Period at a fluctuating rate per annum rate equal to Adjusted Term SOFR the Libor RateAdjusted Eurocurrency Rate, BBR Screen Rate or CDOR Screen Rate, as the case may be, plus the applicable marginApplicable Eurocurrency/RFR Margin determined by reference to the US Borrower's Senior Leverage Ratio as set forth below (the "Applicable Libor Margin"):, and (z) Loans which are Daily Simple ▇▇▇▇▇ Loans shall bear interest for each day at a rate per annum equal to Daily Simple ▇▇▇▇▇ plus the Applicable MarginEurocurrency/RFR Margin determined by reference to the US Borrower's Senior Leverage Ratio as set forth below: 264674781 265265096 Tier Senior Leverage Ratio Applicable LiborEurocurrency/RFR Margin per annum Applicable Base Rate Margin per annum Applicable L/C Fee Percentage per annum Applicable Commitment Fee Percentage per annum (iii) Subject to the terms and conditions of this Agreement, in the event that the US Borrower fails to timely deliver the compliance certificate required by Section 5.01(c) hereof, the Applicable Margin in effect at the time of such failure shall be increased to the next highest Tier until the delivery of such compliance certificate. (iv) Subject to the terms and conditions of this Agreement, the aggregate outstanding principal balance of the Swing Line Loans shall bear interest for each day at the Swing Line Rate. (v) Notwithstanding the other provisions of this Agreement, any Loans that are denominated in British Pounds Sterling or Euros, or denominated in Dollars with an Interest Period of two (2) Months, that are outstanding on the Second Amendment Effective Date shall remain outstanding and continue to bear interest through the end of their respective Interest Periods in accordance with the terms of this Agreement as in effect immediately before giving effect to the Second Amendment. Each change The Borrower shall convert such existing Loans to a Eurocurrency Rate Loan, BBSW Loan, CDOR Loan or Daily Simple ▇▇▇▇▇ Loan permitted by the terms of this Agreement at the end of such Interest Period, and if no such notice of conversion is delivered in accordance with the terms of this Agreement then such Loan shall be automatically converted to a Eurocurrency Rate Loan in Dollars having an interest period of one month. (b) Calculation of Interest and Fees; Adjustment to Base Rate and Swing Line Rate. Interest on the Base Rate (or any component thereof) Loans, unpaid fees and other sums payable hereunder shall be reflected in computed on a year of three hundred sixty-five (365) or three hundred sixty-six (366) days, as applicable, and paid for the interest rate applicable to Base actual number of days elapsed. Interest on the Libor RateEurocurrency Rate Loans, BBSW Loans, CDOR Loans as of the effective date of such change. All computations of interest for Base Rate and Daily Simple ▇▇▇▇▇ Loans when the Base Rate is determined by the “prime rate” shall be computed on a year of three hundred sixty (360) days and paid for the actual number of days elapsed; provided that, for Loans made in an Optional Currency for which a three hundred sixty five (365) or three hundred sixty six (366) day basis, as the case may be, is the only market practice available to the Agent, such rate shall be calculated on the basis of a year of 365 three hundred sixty five (365) or 366 three hundred sixty six (366) days, as the case may be, and for the actual days elapsed. All other computations In the event of fees and any change in the Base Rate or the Swing Line Rate, the rate of interest applicable to each Base Rate Loan or the Swing 264674781 265265096 Line Loans shall be made on adjusted to immediately correspond with such change; provided, however, that any interest rate charged hereunder shall not exceed the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year). On the last Business Day of each calendar quarter hereafter and on the Termination Date, the Borrower shall pay to the Agent, for the ratable benefit of the Lenders, interest accrued from the last Business Day of the preceding calendar quarter to the last Business Day of such calendar quarter (or accrued to the Termination Date in the case of a payment on the Termination Date) on all Base Rate Loans in arrears. The Borrower shall pay to the Agent, for the ratable benefit of the Lenders, interest on all SOFR Rate Loans in arrears on each SOFR Interest Payment DateMaximum Rate.

Interest Rates. All outstanding Term Loans (a) Subject to the Borrower Section 2.8(b), each Loan (including, without limitation, each Swing Line Advance) shall bear interest on the unpaid outstanding principal amount thereof thereof, for the period commencing with the date such Loan is made up to but not including the date such Loan is repaid in full, at a rate per annum equal to the Applicable Margin plus the higher of (includingx) the New York Fed Bank Rate as in effect from time to time and (y) LIBOR as in effect from time to time. Interest on each Loan shall be payable on the last day of each calendar quarter commencing on the first such day after the Effective Date, on the Termination Date and, with respect to any prepayment, 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 in effect on such day. (b) Any overdue principal of (whether at stated maturity, by acceleration or otherwise) and (to the extent permitted by applicable law) interest on the Loans and all other overdue amounts payable hereunder shall bear interest, payable on interest thereon not paid when due) demand, for each day from and including the date made 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 in cash at a rate (after as well as before judgment). (c) 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 make, maintain or fund Loans 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 Base Rate authority of such Bank to purchase or Adjusted Term SOFR plus sell, or to take deposits of, Dollars in the Applicable MarginLondon interbank market, but not to exceed the Maximum Rate. If at any time Term Loans are outstanding with respect to which the Borrower has not delivered then, upon notice thereof by such Bank to the Agent a Borrowers (through the Administrative Agent), if such notice specifying asserts the basis for determining illegality of such Bank making or maintaining Loans the interest rate applicable thereto 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 accordance herewitheach 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, those Term Loans shall be treated as Base Rate Loans until notice to the contrary has been given to the Agent in accordance with this Agreement and if such notice has become effective. Except as otherwise provided hereinasserts the illegality of such Bank determining or charging interest rates based upon LIBOR, the Term Loans Administrative Agent shall bear interest as follows: (i) For all Base Rate Loans, at a fluctuating per annum rate equal to during the Base Rate plus the Applicable Margin; and (ii) For all SOFR Rate Loans, at a fluctuating per annum rate equal to Adjusted Term SOFR plus the Applicable Margin. Each change in the Base Rate (or any component thereof) shall be reflected in period of such suspension compute the interest rate applicable to Base Rate Loans as of the effective date of made by such change. All computations of interest for Base Rate Loans when the Base Rate is determined by the “prime rate” shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year). On the last Business Day of each calendar quarter hereafter and on the Termination Date, the Borrower shall pay Bank without reference to the Agent, LIBOR component thereof until the Administrative Agent is advised in writing by such Bank that it is no longer illegal for the ratable benefit of the Lenders, such Bank to determine or charge interest accrued from the last Business Day of the preceding calendar quarter to the last Business Day of such calendar quarter (or accrued to the Termination Date in the case of a payment on the Termination Date) on all Base Rate Loans in arrears. The Borrower shall pay to the Agent, for the ratable benefit of the Lenders, interest on all SOFR Rate Loans in arrears on each SOFR Interest Payment Daterates based upon LIBOR.

Interest Rates. All outstanding Term Loans to the Borrower (a) Each Base Rate Loan (including each Base Rate Swingline Loan) shall bear interest on the unpaid outstanding principal amount thereof (includingthereof, to the extent permitted by law, on interest thereon not paid when due) for each day from the date such Loan is made until paid in full in cash to but excluding the date it becomes due, at a rate determined by reference per annum equal to the sum of the Base Rate or Adjusted Term SOFR Margin for such day plus the Applicable MarginBase Rate for such day. (b) Each Money Market Rate Loan shall bear interest on the outstanding principal amount thereof, for each day from the date such Loan is made to but not excluding the date it becomes due, at a rate per annum equal to exceed the Maximum RateMoney Market Rate for such day. (c) Each Eurodollar 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 Eurodollar Margin for such day plus the Adjusted London Interbank Offered Rate applicable to such Interest Period. (d) Interest on each Base Rate Revolving Loan shall be payable quarterly in arrears on each Quarterly Payment Date and on the Termination Date. If Interest on each Swingline Loan shall be payable in arrears on the date on which such Loan becomes due and payable. Interest on each Eurodollar Loan shall be payable for each Interest Period on the last day thereof and, if such Interest Period is longer than three months, at any time Term Loans are outstanding intervals of three months after the first day thereof and, with respect to which the Borrower has not delivered principal amount of any Eurodollar Loan that is prepaid or converted to the Agent a notice specifying the basis for determining the interest rate applicable thereto in accordance herewith, those Term Loans shall be treated as Base Rate Loans until notice Loan, on the date of such prepayment or conversion. (e) Any overdue principal of and interest on any Loan, and any Letter of Credit Disbursement that is not reimbursed or discharged and replaced in full by the time when due pursuant to the contrary has been given to the Agent in accordance with this Agreement and such notice has become effective. Except as otherwise provided hereinSection 2.04(c)(i) or 2.04(c)(ii), the Term Loans shall bear interest (after as follows: (i) For all Base Rate Loanswell as before judgment), payable on demand, for each day from and including the date payment or reimbursement thereof was due to but excluding the date of actual payment, at a fluctuating rate per annum rate equal to the Base Rate sum of 2% plus the Applicable Margin; and (ii) For all SOFR Rate Loans, at a fluctuating per annum rate equal to Adjusted Term SOFR plus the Applicable Margin. Each change in the Base Rate (or any component thereof) shall be reflected in the interest rate applicable to Base Rate Loans for such day as provided in Section 2.08(a). (f) The Administrative Agent shall determine each interest rate applicable to the Loans hereunder in accordance with the terms hereof. The Administrative Agent shall promptly notify the Borrower and the participating Lenders of the effective date of such change. All computations each rate of interest for Base Rate Loans when the Base Rate is determined by the “prime rate” so determined, and its determination thereof shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year). On the last Business Day of each calendar quarter hereafter and on the Termination Date, the Borrower shall pay to the Agent, for the ratable benefit of the Lenders, interest accrued from the last Business Day of the preceding calendar quarter to the last Business Day of such calendar quarter (or accrued to the Termination Date conclusive in the case absence of a payment on the Termination Date) on all Base Rate Loans in arrears. The Borrower shall pay to the Agent, for the ratable benefit of the Lenders, interest on all SOFR Rate Loans in arrears on each SOFR Interest Payment Datemanifest error.

Interest Rates. All outstanding Obligations (other than Term Loans to the Borrower and interest thereon) shall bear interest on the unpaid principal amount thereof (including, to the extent permitted by law, on interest thereon not paid when due) from the date made or incurred until paid in full in cash at a rate determined by reference to the Base Rate or Adjusted Term SOFR the LIBOR Rate plus the Applicable MarginMargins as set forth below, but not to exceed the Maximum Rate. The Term Loans shall bear interest on the unpaid principal amount thereof (including that portion thereof constituting interest paid in kind and added to the unpaid principal amount of the Term Loans pursuant to the proviso in Section 2.1(b)(iii) and, to the extent permitted by law, on interest thereon not paid when due) from the date made until paid in full in cash at the Term Interest Rate as set forth below. If at any time Term Revolving Loans are outstanding with respect to which the applicable Borrower has not delivered to the Administrative Agent a notice specifying the basis for determining the interest rate applicable thereto in accordance herewith, those Term Revolving Loans shall be treated as bear interest at a rate determined by reference to the Base Rate Loans until notice to the contrary has been given to the Administrative Agent by such Borrower in accordance with this Agreement and such notice has become effective. Except as otherwise provided herein, the Term Loans outstanding Obligations shall bear interest as follows: (i) For all Term Loans, at a fluctuating per annum rate equal to the Term Interest Rate; (ii) For all Base Rate Revolving Loans and other Obligations (other than Term Loans and LIBOR Rate Revolving Loans), at a fluctuating per annum rate equal to the Base Rate plus the Applicable Margin; and (iiiii) For all SOFR LIBOR Rate Revolving Loans, at a fluctuating per annum rate equal to Adjusted Term SOFR the LIBOR Rate plus the Applicable Margin. Each change in the Base Rate (or any component thereof) shall be reflected in the interest rate applicable to Base Rate Revolving Loans and Term Loans as of the effective date of such change. All computations of interest for Base Rate Loans when the Base Rate is determined by the “prime rate” charges shall be made computed on the basis of a year of 365 or 366 days, as the case may be, and actual 360 days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, interest being paid than if computed on the basis of a 365-–day year). On the last Business Day of each calendar quarter hereafter and on the Termination Date, the Borrower shall pay to the Agent, for the ratable benefit of the Lenders, interest accrued from the last Business Day of the preceding calendar quarter to the last Business Day of such calendar quarter (or accrued to the Termination Date in the case of a payment on the Termination Date) on all Base Rate Loans in arrears. The Borrower shall pay to the Agent, for the ratable benefit of the Lenders, interest on all SOFR Rate Loans in arrears on each SOFR Interest Payment Date.

Interest Rates. All outstanding Term Loans to the Borrower Obligations shall bear interest on the unpaid principal amount thereof (including, to the extent permitted by law, on interest thereon not paid when due) from the date made until paid in full in cash at a rate determined by reference to the Base Rate or Adjusted Term SOFR plus the Applicable MarginLIBOR Rate and Sections 3.1(a)(i) or (ii), as applicable, but not to exceed the Maximum RateRate described in Section 3.3. Subject to the provisions of Section 3.2, any of the Loans may be converted into, or continued as, Base Rate Loans or LIBOR Rate Loans in the manner provided in Section 3.2. If at any time Term Loans are outstanding with respect to which the Borrower notice has not been delivered to the Agent a notice in accordance with the terms of this Agreement specifying the basis for determining the interest rate applicable thereto in accordance herewiththereto, then those Term Loans shall be treated as Base Rate 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 Term Loans outstanding Obligations shall bear interest as follows: (i) For all Base Rate Revolving Loans and other Obligations (other than LIBOR Rate Loans, ) at a fluctuating per annum rate equal to the lesser of (A) the Base Rate plus the Applicable MarginMargin or (B) the Maximum Rate; and (ii) For all SOFR Rate Loans, LIBOR Revolving Loans at a fluctuating per annum rate equal to Adjusted Term SOFR the lesser of (A) the LIBOR Rate plus the Applicable MarginMargin or (B) the Maximum Rate. Each change in the Base Rate (or any component thereof) shall be reflected in the interest rate applicable to Base Rate Loans described in clause (i) above as of the effective date of such change. All computations of Subject to Section 3.7, all interest for Base Rate Loans when the Base Rate is determined by the “prime rate” charges shall be made computed on the basis of a year of 365 or 366 days, as the case may be, and actual 360 days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, interest being paid than if computed on the basis of a 365-day year). On Interest accrued on all Loans will be payable in arrears (A) with respect to Base Rate Loans, on the next Business Day following the last Business Day day of each calendar quarter hereafter month and (B) with respect to LIBOR Rate Loans, on the Termination Date, the Borrower shall pay to the Agent, for the ratable benefit last day of the Lenders, interest accrued from the last Business Day of the preceding calendar quarter to the last Business Day of such calendar quarter each corresponding Interest Period (or accrued to the Termination Date and in the case of a payment on an Interest Period of greater than three (3) months, at three-month intervals after the Termination Date) on first day of such Interest Period), in each case continuing until all Base Rate Loans Obligations have been irrevocably paid in arrears. The Borrower shall pay to the Agent, for the ratable benefit of the Lenders, interest on all SOFR Rate Loans in arrears on each SOFR Interest Payment Datefull.

Interest Rates. All outstanding Term Loans to the Borrower US Obligations shall bear interest on the unpaid principal amount thereof (including, to the extent permitted by law, on interest thereon not paid when due) from the date made until paid in full in cash at a rate determined by reference to the US Base Rate or Adjusted Term SOFR the US LIBOR Rate, as applicable, plus the Applicable Margin, but not to exceed the Maximum Rate. If at any time Term US Revolving Loans are outstanding with respect to which the US Borrower Representative has not delivered to the Administrative Agent a notice specifying the basis for determining the interest rate applicable thereto in accordance herewith, those Term US Revolving Loans shall be treated bear interest at a rate determined by reference to the US Base Rate, as Base Rate Loans applicable, until notice to the contrary has been given to the Administrative Agent in accordance with this Agreement and such notice has become effective. Except as otherwise provided herein, the Term Loans outstanding US Obligations shall bear interest as follows: (i) For all US Revolving Loans: (A) for all US Base Rate Revolving Loans and other US Obligations of the US Obligors (other than US LIBOR Revolving Loans, ) at a fluctuating per annum rate equal to the US Base Rate plus the Applicable MarginMargin specified for US Base Rate Revolving Loans; and (iiB) For all SOFR Rate Loans, US LIBOR Revolving Loans at a fluctuating per annum rate equal to Adjusted Term SOFR the sum of the US LIBOR Rate plus the Applicable MarginMargin specified for US LIBOR Revolving Loans. Each change in the US Base Rate (or any component thereof) shall be reflected in the interest rate applicable to Base Rate Loans US Revolving Loans, as of the effective date of such change. All computations of interest for charges on US Base Rate Revolving Loans when the Base Rate is determined by the “prime rate” shall be made computed on the basis of a year of 365 or 366 days, as the case may be, and actual 360 days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, interest being paid than if computed on the basis of a 365-day year). On All interest charges on US LIBOR Revolving Loans shall be computed on the last Business Day basis of a 365-day year and actual days elapsed. The US Borrowers shall pay to the Administrative Agent, for the ratable benefit of US Lenders, interest accrued on all US Base Rate Revolving Loans in arrears on the first day of each calendar quarter month hereafter and on the Termination Date, and the Borrower US Borrowers shall pay to the Administrative Agent, for the ratable benefit of the Lenders, interest accrued from the last Business Day of the preceding calendar quarter to the last Business Day of such calendar quarter (or accrued to the Termination Date in the case of a payment on the Termination Date) on all Base Rate Loans in arrears. The Borrower shall pay to the Agent, for the ratable benefit of the Lenders, US Lenders interest on all SOFR Rate US LIBOR Revolving Loans in arrears on each SOFR LIBOR Interest Payment Date.

Interest Rates. All outstanding Term Loans to the Borrower shall bear interest on the unpaid principal amount thereof (including, to the extent permitted by law, on interest thereon not paid when due) from the date made until paid in full in cash at a rate determined by reference to (x) the Base Rate or Adjusted Term SOFR the LIBOR Rate plus (y) the Applicable Margin, but not to exceed the Maximum Rate. If at any time Term Loans are outstanding with respect to which the Borrower has not delivered to the Agent a notice specifying the basis for determining the interest rate applicable thereto in accordance herewith, those Term Loans shall be treated as bear interest at a rate determined by reference to the Base Rate Loans plus the Applicable Margin (unless the Default Rate has been effected by the Agent and the Required Lenders pursuant to Section 2.1(b)) 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 Term outstanding Loans shall bear interest as follows: (i) For all Base Rate Loans, Loans at a fluctuating per annum rate equal to the Base Rate plus the Applicable Margin; and (ii) For all SOFR LIBOR Rate Loans, Loans at a fluctuating per annum rate equal to Adjusted Term SOFR the LIBOR Rate plus the Applicable Margin. Each change in the Base Rate (or any component thereof) shall be reflected in the interest rate applicable to Base Rate Loans as of the effective date of such change. All computations interest charges for LIBOR Rate Loans 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). All interest charges for Base Rate Loans when the Base Rate is determined by the “prime rate” shall be made computed on the basis of a year of 365 or 366 days, as the case may be, and for actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year). On the last Business Day of each calendar quarter hereafter and on the Termination Date, the Borrower shall pay to the Agent, for the ratable benefit of the Lenders, interest accrued from the last Business Day of the preceding calendar quarter to the last Business Day of such calendar quarter (or accrued to the Termination Date in the case of a payment on the Termination Date) on all Base Rate Loans in arrears. The Borrower shall pay to the Agent, for the ratable benefit of Lenders, interest accrued on all Base Rate Loans in arrears on the first day of each month hereafter and on the Maturity Date. The Borrower shall pay to the Agent, for the ratable benefit of Lenders, interest on all SOFR LIBOR Rate Loans in arrears on each SOFR LIBOR Interest Payment Date. The Agent does not warrant or accept responsibility for, nor shall it have any liability with respect to, administration, submission or any other matter related to any rate described in the definition of LIBOR Rate.

Interest Rates. All (a) The unpaid principal balances of each Revolving Loan outstanding Term Loans from time to the Borrower time shall bear interest for the period commencing on the Borrowing Date of such Loan until such Loan is paid in full. Each Loan comprised of a DBLR Loan shall bear interest at the DBLR Rate plus the Applicable Margin and such rate shall change on each date on which the Daily Borrowing LIBOR Rate or the Applicable Margin changes. Each Loan comprised of a LIBOR Rate Loan shall bear interest at the applicable Adjusted LIBOR Rate plus the Applicable Margin and shall change on each date on which the Applicable Margin changes. Accrued and unpaid interest on each DBLR Loan and Prime Rate Loan shall be due on the last Business Day of each month, commencing June 30, 2010 and on the Revolving Note Maturity Date. Accrued and unpaid interest on each LIBOR Rate Loan shall be due on the last day of its Interest Period and on the Revolving Note Maturity Date; provided that if an Interest Period is more than three months’ duration, interest shall be due on each day prior to the last day of such Interest Period that occurs at intervals of three months’ duration after the first day of such Interest Period. (b) Notwithstanding the provisions of section 2.5(a) above, upon the occurrence and during the continuance of an Event of Default, the unpaid principal amount thereof (includingbalance of each Note shall, upon notice from the Bank to the extent permitted by lawBorrower, on interest thereon not paid when due) from the date made until paid in full in cash at a rate determined by reference to the Base Rate or Adjusted Term SOFR plus the Applicable Margin, but not to exceed the Maximum Rate. If at any time Term Loans are outstanding with respect to which the Borrower has not delivered to the Agent a notice specifying the basis for determining the interest rate applicable thereto in accordance herewith, those Term Loans shall be treated as Base Rate Loans 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 Term Loans shall bear interest as follows: (i) For all Base Rate Loans, at a fluctuating per annum an annual rate equal to the Base rate otherwise in effect under section 2.5(a), plus three percentage points payable upon demand. On and after the Revolving Note Maturity Date, the unpaid principal balance of the Revolving Note and all accrued and unpaid interest thereon at such time shall bear interest at an annual rate equal to the Daily Borrowing LIBOR Rate plus the highest Applicable Margin; andMargin for DBLR Loans plus three percentage points (the “Default Rate”) and shall be payable upon demand. . (iic) For all SOFR Rate Loans, at a fluctuating per annum rate equal to Adjusted Term SOFR plus the Applicable Margin. Each change in the Base Rate (or any component thereof) Interest shall be reflected in calculated for the interest rate applicable to Base Rate Loans as actual number of the effective date of such change. All computations of interest for Base Rate Loans when the Base Rate is determined by the “prime rate” shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made elapsed on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year). On the last Business Day of each calendar quarter hereafter and on the Termination Date, the Borrower shall pay to the Agent, for the ratable benefit of the Lenders, interest accrued from the last Business Day of the preceding calendar quarter to the last Business Day of such calendar quarter (or accrued to the Termination Date in the case of a payment on the Termination Date) on all Base Rate Loans in arrears. The Borrower shall pay to the Agent, for the ratable benefit of the Lenders, interest on all SOFR Rate Loans in arrears on each SOFR Interest Payment Date.

Interest Rates. All outstanding Term Loans (a) So long as no Event of Default under this Agreement has occurred and is continuing with respect to the such Borrower, each Base Rate Loan made to such Borrower shall bear interest on the unpaid outstanding principal amount thereof (includingthereof, to the extent permitted by law, on interest thereon not paid when due) for each day from the date such Base Rate Loan is made until paid in full in cash it becomes due, at a rate determined by reference per annum equal to the Adjusted Base Rate. Interest shall be payable quarterly in arrears on the first Business Day of each calendar quarter commencing on the first such date after such Base Rate Loan is made, and at the maturity of the Loans (whether by reason of acceleration or Adjusted Term SOFR plus otherwise); provided, that in the Applicable Margin, but not to exceed event the Maximum Rate. If at any time Term Loans are outstanding with repaid or prepaid in full and the Revolving Credit Commitments have been terminated, then accrued interest in respect to which the Borrower has not delivered to the Agent a notice specifying the basis for determining the interest rate applicable thereto in accordance herewith, those Term of all Base Rate Loans shall be treated as Base Rate Loans until notice to payable together with such repayment or prepayment on 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 Term Loans shall bear interest as follows:date thereof. (i) For all Immediately upon the occurrence and during the continuance of an Event of Default with respect to a Borrower under Section 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 with respect to a Borrower, each Base Rate LoansLoan made to such Borrower 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 fluctuating rate per annum rate equal to two percent (2%) over and above the Adjusted Base Rate plus and such default interest shall be payable on demand. From and after the Applicable Margin; andmaturity of the Loans, whether by reason of acceleration or otherwise, each Base Rate 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. (iib) For all So long as no Event of Default under this Agreement has occurred and is continuing with respect to such Borrower, each SOFR Rate Loans, Loan made to such Borrower shall bear interest on the outstanding principal amount thereof for each Interest Period applicable thereto at a fluctuating rate per annum rate equal to Adjusted Term SOFR plus the Applicable MarginRate for SOFR Loans. Each change in the Base Rate (or any component thereof) Interest shall be reflected in payable for each Interest Period on the interest rate applicable to Base Rate Loans as of last day thereof, unless the effective date duration of such change. All computations of interest for Base Rate Loans when the Base Rate is determined by the “prime rate” shall be made on the basis of a year of 365 or 366 daysInterest Period exceeds three (3) months, as the in which case may be, and actual days elapsed. All other computations of fees and such interest shall be made payable at the end of the first three (3) months of such Interest Period and on the basis last day of such Interest Period, and at the maturity of the Loans (whether by reason of acceleration or otherwise); provided, that in the event all SOFR Loans made pursuant to a 360-day year 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 actual days elapsed during the continuance of an Event of Default with respect to a Borrower under Section 7.01, 7.02, 7.07, 7.08 or (which results 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 with respect to a Borrower, each SOFR Loan made to such Borrower 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 more fees excess of the Adjusted Base 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 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) So long as applicableno Event of Default under this Agreement has occurred and is continuing with respect to such Borrower, being paid than if computed each Swingline Loan made to such Borrower shall bear interest as set forth in Section 2.01(c). (i) Immediately upon the occurrence and during the continuance of an Event of Default with respect to a Borrower under Section 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 with respect to a Borrower, for each day from the date such Swingline Loan is made until it becomes due, each Swingline Loan made to such Borrower shall bear interest on the basis outstanding principal amount thereof 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. Notwithstanding the provisions of a 365-day yearSection 2.05(a). On , interest on Swingline Loans shall be payable at the last earlier of (i) the Swingline Maturity Date, (ii) on the first Business Day of each calendar quarter hereafter and commencing on the Termination Datefirst such date after such Swingline Loan is made, and (iii) 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 Swingline Commitment has been terminated, then accrued interest in respect of all Swingline Loans shall be payable together with such repayment or prepayment on the date thereof. From and after the maturity of the Loans, whether by reason of acceleration or otherwise, each Swingline 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. (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 with respect to a Borrower under Section 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 with respect to a Borrower, all other overdue ▇▇▇▇▇▇▇▇’s Obligations of such Borrower (other than Borrower’s Obligations of such Borrower 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 default interest shall be payable on demand. For the avoidance of doubt, interest shall continue to accrue on a ▇▇▇▇▇▇▇▇’s Obligations after the filing by or against such 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 any Bank on any interest payment date would exceed the maximum amount permitted by applicable law to be charged by such Bank, the Borrower amount of interest payable for its account on such interest payment date shall pay 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 Agent, previous sentence. (g) The Administrative Agent shall promptly notify the applicable Borrower and the Banks upon determining the interest rate for the ratable benefit each borrowing of SOFR Loans after its receipt of the Lendersrelevant Notice of Borrowing or Notice of Election, interest accrued from and upon each change in the last Business Day Prime Rate; provided, however, that the failure of the preceding calendar quarter Administrative Agent to provide such Borrower or the Banks with any such notice shall neither affect any obligations of such Borrower or the Banks hereunder nor result in any liability on the part of the Administrative Agent to such 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 last Business Day contrary herein or in any other Transaction Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of such calendar quarter (any other party to this Agreement or accrued to the Termination Date in the case of a payment on the Termination Date) on all Base Rate Loans in arrearsany other Transaction Document. The Borrower shall pay to Administrative Agent will promptly notify the Agent, for Borrowers and the ratable benefit Banks of the Lenders, interest on all SOFR Rate Loans effectiveness of any Conforming Changes in arrears on each SOFR Interest Payment Dateconnection with the use or administration of Term SOFR.

Interest Rates. All outstanding The Term Loans to the Borrower Loan shall bear interest on the unpaid principal amount thereof (including, to the extent permitted by law, on interest thereon not paid when due) from the date made until paid in full in cash at a rate determined by reference to the Base Rate or Adjusted Term SOFR the LIBOR Rate plus the Applicable Margin, but not to exceed the Maximum Rate. Any of the Loans may be converted into, or continued as LIBOR Loans, subject to and in the manner provided in SECTION 2.2. If at any time Term Loans are outstanding with respect to which the Borrower has Borrowers have not delivered to the Agent a notice specifying the basis for determining the interest rate applicable thereto in accordance herewiththereto, those Term Loans shall be treated as bear interest at a rate determined by reference to the Base Rate Loans 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 Term Loans outstanding Obligations shall bear interest as follows: (iI) For all Base Rate Loans, at a fluctuating per annum rate equal to the Base Rate plus the Applicable Margin; and (iiII) For all SOFR Rate LIBOR Loans, at a fluctuating per annum rate equal to Adjusted Term SOFR the LIBOR Rate plus the Applicable Margin. Each change in the Base Rate (or any component thereof) shall be reflected in the interest rate applicable to Base Rate Loans as of the effective date of such change. All computations of interest for Base Rate Loans when the Base Rate is determined by the “prime rate” charges shall be made computed on the basis of a year of 365 or 366 days, as the case may be, and actual 360 days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, interest being paid than if computed on the basis of a 365-day year). On the last Business Day of each calendar quarter hereafter and on the Termination Date, the Borrower The Borrowers shall pay to the Agent, for the ratable benefit of the Lenders, interest accrued from the last Business Day of the preceding calendar quarter to the last Business Day of such calendar quarter (or accrued to the Termination Date in the case of a payment on the Termination Date) on all Base Rate Loans in arrearsarrears on the first day of each month hereafter and on the Termination Date. The Borrower Borrowers shall pay to the Agent, for the ratable benefit of the Lenders, interest on all SOFR Rate LIBOR Loans in arrears on each SOFR LIBOR Interest Payment Date. For the purposes of the INTEREST ACT (Canada), (i) whenever any interest or fee under this Agreement or any other Loan Document is calculated using a rate based on a year of 360 days, the rate determined pursuant to each calculation, when expressed as an annual rate, is equivalent to (x) the applicable rate, (y) multiplied by the actual number of days in the calendar year in which the period for which such interest is payable (or compounded) ends, and (z) divided by 360, (ii) the principle of deemed reinvestment of interest does not apply to any interest calculation under this Agreement or any other Loan Document, and (iii) the rates of interest stipulated in this Agreement or any other Loan Document are intended to be nominal rates and not effective rates or yields.

Interest Rates. All outstanding Term US Loans to the Borrower shall bear interest on the unpaid principal amount thereof (includingplus, to the extent permitted by law, on interest thereon not paid when due) from the date made until paid in full in cash at a rate determined by reference to the US Base Rate or Adjusted Term SOFR the US LIBOR Rate, as applicable, plus the Applicable Margin, but not to exceed the Maximum Rate. If at any time Term US Revolving Loans are outstanding with respect to which the US Borrower Representative has not delivered to the Administrative Agent a notice specifying the basis for determining the interest rate applicable thereto in accordance herewith, those Term US Revolving Loans shall be treated bear interest at a rate determined by reference to the US Base Rate, as Base Rate Loans applicable, until notice to the contrary has been given to the Administrative Agent in accordance with this Agreement and such notice has become effective. Except as otherwise provided herein, the Term outstanding US Loans shall bear interest as follows: (i) For all US Revolving Loans: (A) for all US Base Rate Loans, Revolving Loans at a fluctuating per annum rate equal to the US Base Rate plus the Applicable MarginMargin specified for US Base Rate Revolving Loans; and (iiB) For all SOFR Rate Loans, US LIBOR Revolving Loans at a fluctuating per annum rate equal to Adjusted Term SOFR the sum of the US LIBOR Rate plus the Applicable MarginMargin specified for US LIBOR Revolving Loans. Each change in the US Base Rate (or any component thereof) shall be reflected in the interest rate applicable to Base Rate Loans US Revolving Loans, as of the effective date of such change. Each change in the US LIBOR Rate for each outstanding US LIBOR Revolving Loan shall be adjusted automatically as of the effective date of any change in the Eurodollar Reserve Percentage. All computations of interest for charges on US Base Rate Revolving Loans when the Base Rate is determined by the “prime rate” shall be made computed on the basis of a 365 or 366 day year for actual days elapsed. All interest charges on US LIBOR Revolving Loans shall be computed on the basis of a year of 365 or 366 days, as the case may be, and 360 days for actual days elapsed. All other computations The US Borrowers shall pay to the Administrative Agent, for the ratable benefit of fees and US Lenders, interest shall be made accrued on all US Base Rate Revolving Loans in arrears at the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year). On the last Business Day end of each calendar fiscal quarter hereafter and on the Termination Date, and the Borrower US Borrowers shall pay to the Administrative Agent, for the ratable benefit of the Lenders, interest accrued from the last Business Day of the preceding calendar quarter to the last Business Day of such calendar quarter (or accrued to the Termination Date in the case of a payment on the Termination Date) on all Base Rate Loans in arrears. The Borrower shall pay to the Agent, for the ratable benefit of the Lenders, US Lenders interest on all SOFR Rate US LIBOR Revolving Loans in arrears on each SOFR LIBOR Interest Payment DateDate and, if the Interest Period applicable to US LIBOR Revolving Loans is greater than three months, no less frequently than every three months.

Interest Rates. All outstanding Term Loans to the Borrower (a) Each ABR Loan shall bear interest on the unpaid outstanding principal amount thereof (includingthereof, to the extent permitted by law, on interest thereon not paid when due) for each day from and including the date such ABR Loan is made until paid in full in cash at or is converted from a rate determined by reference to the Base Rate or Adjusted Term SOFR plus the Applicable Margin, but not to exceed the Maximum Rate. If at any time Term Loans are outstanding with respect to which the Borrower has not delivered to the Agent Loan or a notice specifying the basis for determining the interest rate applicable thereto in accordance herewith, those Term Loans shall be treated as Base Rate Loans 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 Term Loans shall bear interest as follows: (i) For all Base Rate Loans, at a fluctuating per annum rate equal to the Base Rate plus the Applicable Margin; and (ii) For all Daily Simple SOFR Rate Loans, at a fluctuating per annum rate equal to Adjusted Term SOFR plus the Applicable Margin. Each change in the Base Rate (or any component thereof) shall be reflected in the interest rate applicable to Base Rate Loans as of the effective date of such change. All computations of interest for Base Rate Loans when the Base Rate is determined by the “prime rate” shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interestLoan, as applicable, being into an ABR Loan pursuant to Section 2.2.4, to but excluding the date it is paid or is converted into a Term SOFR Loan or Daily Simple SOFR Loan pursuant to Section 2.2.4, at a rate per annum equal to the Alternate Base Rate for such day plus the Applicable Base Rate Margin for such day. Changes in the rate of interest on any ABR Loan will take effect simultaneously with each change in the Alternate Base Rate or the Applicable Base Rate Margin. (b) Each Term SOFR Loan (other than if computed a Term SOFR Bid Rate Loan) shall bear interest on the basis outstanding principal amount thereof from and including the first day of a 365-day year). On the Interest Period applicable thereto to (but not including) the last day of such Interest Period at the Adjusted Term SOFR Rate for such Interest Period plus the Applicable SOFR Margin in effect two Business Day Days prior to the first day of each calendar quarter hereafter and such Interest Period. (c) Each Daily Simple SOFR Loan shall bear interest on the Termination Dateoutstanding principal amount thereof, for each day from and including the Borrower shall pay date such Daily Simple SOFR Loan is made to but excluding the date it is paid or is converted into a Term SOFR Loan or an ABR Loan pursuant to Section 2.2.4, at a rate per annum equal to the Agent, Adjusted Daily Simple SOFR for such day plus the ratable benefit Applicable SOFR Margin for such day. Changes in the rate of interest on any Daily Simple SOFR Loan will take effect simultaneously with each change in Adjusted Daily Simple SOFR or the Applicable SOFR Margin. (d) Each Absolute Rate Loan shall bear interest on the outstanding principal amount thereof from and including the first day of the Lenders, interest accrued from Interest Period applicable thereto to (but not including) the last Business Day day of such Interest Period at the Absolute Rate applicable thereto. (e) Each Term SOFR Bid Rate Loan shall bear interest on the outstanding principal amount thereof from and including the first day of the preceding calendar quarter Interest Period applicable thereto to (but not including) the last Business Day day of such calendar quarter (or accrued to Interest Period at the Termination Date in the case of a payment on the Termination Date) on all Base Rate Loans in arrears. The Borrower shall pay to the Agent, for the ratable benefit of the Lenders, interest on all Adjusted Term SOFR Rate Loans in arrears on each SOFR for such Interest Payment DatePeriod plus the applicable Competitive Bid Margin.

Interest Rates. All outstanding Term Revolving Loans to the Borrower shall bear interest on the unpaid principal amount thereof (including, to the extent permitted by law, on interest thereon not paid when due) from the date made until paid in full in cash at a rate determined by reference to the Base Rate or Adjusted Term SOFR the LIBOR Rate plus the Applicable Margin, but not to exceed the Maximum Rate. If at any time Term Revolving Loans are outstanding with respect to which the Borrower has Borrowers have not delivered to the Agent a notice specifying the basis for determining the interest rate applicable thereto in accordance herewith, those Term Revolving Loans shall be treated as bear interest at a rate determined by reference to the Base Rate Loans (unless the Default Rate has been effected by the Agent and the Required Lenders pursuant to Section 2.1(b)) 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 Term outstanding Revolving Loans shall bear interest as follows: (i) For all Base Rate Loans, Loans at a fluctuating per annum rate equal to the Base Rate plus the Applicable Margin; and (ii) For all SOFR LIBOR Rate Loans, Loans at a fluctuating per annum rate equal to Adjusted Term SOFR the LIBOR Rate plus the Applicable Margin. Each change in the Base Rate (or any component thereof) shall be reflected in the interest rate applicable to Base Rate Loans as of the effective date of such change. All computations interest charges for LIBOR Rate Loans 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). All interest charges for Base Rate Loans when the Base Rate is determined by the “prime rate” shall be made computed on the basis of a year of 365 or 366 days, as the case may be, and for actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year). On the last Business Day of each calendar quarter hereafter and on the Termination Date, the Borrower The Borrowers shall pay to the Agent, for the ratable benefit of the Lenders, interest accrued from the last Business Day of the preceding calendar quarter to the last Business Day of such calendar quarter (or accrued to the Termination Date in the case of a payment on the Termination Date) on all Base Rate Loans in arrearsarrears on the first day of each month hereafter and on the Termination Date. The Borrower Borrowers shall pay to the Agent, for the ratable benefit of the Lenders, interest on all SOFR LIBOR Rate Loans in arrears on each SOFR LIBOR Interest Payment Date. The Agent does not warrant or accept responsibility for, nor shall it have any liability with respect to, administration, submission or any other matter related to any rate described in the definition of LIBOR Rate.

Interest Rates. All outstanding Term Loans to the Borrower Obligations shall bear interest on the unpaid principal amount thereof (including, to the extent permitted by law, on interest thereon not paid when due) from the date made until paid in full in cash at a rate determined by reference to the Base Rate or Adjusted Term SOFR the LIBOR Rate plus the Applicable MarginMargin as set forth below, but not to exceed the Maximum Rate. If at any time Term Loans are outstanding with respect to which the Borrower has Borrowers have not delivered to the Agent a notice specifying the basis for determining the interest rate applicable thereto in accordance herewith, those Term Loans shall be treated as bear interest at a rate determined by reference to the Base Rate Loans 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 Term Loans outstanding Obligations shall bear interest as follows: (i) For all Base Rate Loans and other Obligations (other than LIBOR Rate Loans, ) at a fluctuating per annum rate equal to the Base Rate plus the Applicable Margin; and (ii) For all SOFR LIBOR Rate Loans, Loans at a fluctuating per annum rate equal to Adjusted Term SOFR the LIBOR Rate plus the Applicable Margin. Each change in the Base Rate (or any component thereof) shall be reflected in the interest rate applicable to Base Rate Loans as of the effective date of such change. All computations of interest for Base Rate Loans when charges (other than at the Base Rate is determined by the “prime rate” Maximum Rate) shall be made computed on the basis of a year of 365 or 366 days, as the case may be, and actual 360 days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, interest being paid than if computed on the basis of a 365-day year). On the last Business Day of each calendar quarter hereafter The Borrowers shall jointly and on the Termination Date, the Borrower shall severally pay to the Agent, for the ratable benefit of the Lenders, interest accrued from the last Business Day of the preceding calendar quarter to the last Business Day of such calendar quarter (or accrued to the Termination Date in the case of a payment on the Termination Date) on all Base Rate Loans in arrearsarrears on the first day of each month hereafter and on the Termination Date. The Borrower Borrowers shall jointly and severally pay to the Agent, for the ratable benefit of the Lenders, interest on all SOFR LIBOR Rate Loans in arrears on each SOFR LIBOR Interest Payment Date.

Interest Rates. All outstanding Term Loans (a) Subject to the Borrower Section 2.06(c), each Base Rate Loan and each Overnight Rate Loan shall bear interest on the unpaid outstanding principal amount thereof (includingthereof, to for the extent permitted by law, on interest thereon not paid when due) from period commencing with the date such Loan is made until paid up to but not including the date such Loan is repaid in full in cash full, at a rate determined by reference to the Base Rate or Adjusted Term SOFR plus the Applicable Margin, but not to exceed the Maximum Rate. If at any time Term Loans are outstanding with respect to which the Borrower has not delivered to the Agent a notice specifying the basis for determining the interest rate applicable thereto in accordance herewith, those Term Loans shall be treated as Base Rate Loans 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 Term Loans shall bear interest as follows: (i) For all Base Rate Loans, at a fluctuating per annum rate equal to the Base Rate plus for each Base Rate Loan or the Applicable Margin; and applicable Overnight Interest Rate for each Overnight Rate Loan, in each case as in effect from time to time. Accrued and unpaid interest on each Base Rate Loan and each Overnight Rate Loan shall be payable in arrears on (i) with respect to interest accrued during a calendar month, the fifteenth day of the immediately succeeding calendar month, and (ii) For with respect to all SOFR accrued and unpaid interest, on the Termination Date. (b) Subject to Section 2.06(c) and ARTICLE VIII, each Fixed Rate LoansLoan shall bear interest on the outstanding principal amount thereof, for the period commencing with the date such Fixed Rate Loan is made or continued through but excluding the last day of the Interest Period applicable thereto, at a fluctuating rate per annum rate equal to Adjusted Term SOFR the sum of the Applicable Loan Rate plus the Applicable MarginAdjusted Offered Rate applicable to such Fixed Rate Loan. Each change Interest on each Fixed Rate Loan shall be payable on the last day of the Interest Period in effect with respect thereto and on the Termination Date. (c) 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 (or any component thereof) until such amount shall be reflected paid in full (after as well as before judgment). Notwithstanding anything to the contrary in this Section 2.06, upon either (A) notice by the 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 the Loans shall bear interest at a rate per annum equal to the 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. For purposes of this Section 2.06(c) all such overdue amounts shall be deemed to be the U.S. Dollar Equivalent thereof determined on the first day that such overdue amounts became due and payable (after giving effect to any applicable grace period). (d) The Agent shall determine the interest rate applicable to Base Rate the Loans as of the effective date of such change. All computations of interest for Base Rate Loans when the Base Rate is determined by the “prime rate” hereunder and its determination thereof shall be made on the basis of a year of 365 or 366 days, as the case may be, conclusive and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year). On the last Business Day of each calendar quarter hereafter and on the Termination Date, the Borrower shall pay to the Agent, binding for the ratable benefit of the Lenders, interest accrued from the last Business Day of the preceding calendar quarter to the last Business Day of such calendar quarter (or accrued to the Termination Date all purposes in the case absence of a payment on the Termination Date) on all Base Rate Loans in arrears. The Borrower shall pay to the Agent, for the ratable benefit of the Lenders, interest on all SOFR Rate Loans in arrears on each SOFR Interest Payment Datemanifest error.

Interest Rates. All outstanding Term Loans to the Borrower (A) The Bonds shall bear interest from and including the Issuance Date until payment of the principal or redemption price thereof shall have been made or provided for in accordance with the provisions hereof, whether at maturity, upon redemption or otherwise or until the Bonds have been accelerated pursuant hereto. Interest on the unpaid principal amount thereof (including, to the extent permitted by law, on interest thereon not paid when due) from the date made until paid in full in cash at a rate determined by reference to the Base Rate or Adjusted Term SOFR plus the Applicable Margin, but not to exceed the Maximum Rate. If at any time Term Loans are outstanding Bonds with respect to which the Borrower has not delivered to the Agent a notice specifying the basis for determining the interest rate applicable thereto in accordance herewith, those Term Loans each Interest Period shall be treated paid on the immediately succeeding Interest Payment Date, as Base Rate Loans until notice to the contrary has been given to the Agent in accordance with this Agreement and provided below, provided that if any Interest Payment Date is not a Business Day, such notice has become effective. Except as otherwise provided herein, the Term Loans shall bear interest as follows: (i) For all Base Rate Loans, at a fluctuating per annum rate equal to the Base Rate plus the Applicable Margin; and (ii) For all SOFR Rate Loans, at a fluctuating per annum rate equal to Adjusted Term SOFR plus the Applicable Margin. Each change in the Base Rate (or any component thereof) shall be reflected in mailed or wired pursuant to this Section 2.3 on the next succeeding Business Day, with the same effect as if made on the day such payment was due. During a Daily Interest Rate Period, Weekly Interest Rate Period, Index Interest Rate Period or a Term Interest Rate Period of six calendar months or less, interest rate applicable to Base Rate Loans as of on the effective date of such change. All computations of interest for Base Rate Loans when the Base Rate is determined by the “prime rate” Bonds shall be made on computed upon the basis of a 365‑day year of 365 or 366 days366‑day year, as applicable, for the case may be, and actual number of days actually elapsed. All other computations During any Term Interest Rate Period of fees and more than six calendar months, interest on the Bonds shall be made on computed upon the basis of a 360-day year and actual days elapsed (which results in more fees or interest360‑day year, as applicableconsisting of twelve 30‑day months. During any LIBOR Index Rate Period, being paid than if interest on the Bonds shall be computed on the basis of a 365-day 360‑day year for the actual number of days elapsed. During any Bank Index Rate Period, other than a LIBOR Index Rate Period, interest on the Bonds shall be computed as set forth and in accordance with the terms of the applicable Bank Index Rate Agreement. Interest on the Bonds accruing at the Default Rate shall be computed upon the basis of a 365‑day year or 366‑day year, as applicable, for the number of days actually elapsed. Payment of the interest on any Bond of a series shall be made to the Person appearing on the bond registration books of the Bond Registrar as the Bondholder thereof on the Record Date, such interest to be paid by the Paying Agent to such Bondholder (i) by check mailed on the Interest Payment Date to such Bondholder’s address as it appears on the registration books, or at such other address as has been furnished to the Bond Registrar as provided below in writing by such Bondholder not later than the Record Date, (ii) for any Bondholder holding Bonds of such series accruing interest at the Daily Interest Rate, the Weekly Interest Rate, the Index Interest Rate or a Bank Index Rate by wire transfer in immediately available funds at an account maintained in the United States at such wire address as such Bondholder shall specify in its written request (any such written request shall remain in effect until rescinded in writing by such Bondholder), or (iii) during a Term Interest Rate Period, upon written request at least three Business Days prior to the applicable Record Date of a Bondholder of Bonds of such series aggregating not less than $1,000,000 in principal amount, by wire transfer in immediately available funds at an account maintained in the United States at such wire address as such Bondholder shall specify in its written request (any such written request shall remain in effect until rescinded in writing by such Bondholder); except, in each case, that, if and to the extent that there shall be a default in the payment of the interest due on such Interest Payment Date, such defaulted interest shall be paid to the Bondholder in whose name any such Bonds are registered at the close of business on the fifth Business Day next preceding the date of payment of such defaulted interest. Both the principal of and premium, if any, on the Bonds shall be payable upon surrender thereof in lawful money of the United States of America at the Corporate Trust Office of the Trustee. (B) In the manner hereinafter provided, the term of each series of Bonds (or any portion thereof pursuant to Section 2.3(G) hereof) will be divided into consecutive Interest Rate Periods, during each of which such Bonds shall bear interest at a Daily Interest Rate, Weekly Interest Rate, Index Interest Rate, Term Interest Rate or Bank Index Rate. A series of Bonds may bear interest in a different Interest Rate Period than the other series of Bonds. A series of Bonds that bears interest in the same Interest Rate Period as the other series may have different interest rates than the other series. On the last Business Day Effective Date, (i) the Series 2005A Bonds shall be in a new Term Interest Rate Period and shall bear interest at the Term Interest Rate of each calendar quarter hereafter ___% per annum, which Term Interest Rate Period shall be effective from the Effective Date and shall continue through the end of the Initial Period, which is the day before the Principal Payment Date, subject to prior redemption, (ii) the Series 2005B Bonds shall be in a new Term Interest Rate Period and shall bear interest at the Term Interest Rate of ___% per annum, which Term Interest Rate Period shall be effective from the Effective Date and shall continue through the end of the Initial Period, which is the day before the Principal Payment Date, subject to prior redemption, and (iii) the Series 2005C Bonds shall be in a new Term Interest Rate Period and shall bear interest at the Term Interest Rate of ___% per annum, which Term Interest Rate Period shall be effective from the Effective Date and shall continue through the end of the Initial Period, subject to prior redemption. Notwithstanding any other provision of this Indenture or the Bonds, no notices shall be required in connection with the conversion of the Interest Rate Period for the Bonds on the Termination Date, the Borrower shall pay to the Agent, for the ratable benefit of the Lenders, interest accrued from the last Business Day of the preceding calendar quarter to the last Business Day of such calendar quarter (or accrued to the Termination Date in the case of a payment on the Termination Date) on all Base Rate Loans in arrears. The Borrower shall pay to the Agent, for the ratable benefit of the Lenders, interest on all SOFR Rate Loans in arrears on each SOFR Interest Payment Effective Date.

Interest Rates. All outstanding Term Loans to the Borrower (a) Each CP Rate Loan shall bear interest on the unpaid outstanding principal amount thereof from and including the first day of 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. On the 5th Business Day immediately preceding each Settlement Date, Blue Ridge shall calculate the aggregate amount of CP Costs for the applicable Accrual Period and shall notify the Borrower of its aggregate amount of such CP Costs which shall be payable on such Settlement Date. (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 extent permitted by law, on interest thereon not paid when due) from the date made until paid in full in cash last day of such Interest Period at a rate determined by reference per annum equal to the sum of (i) the applicable Eurodollar Rate (Reserve Adjusted) for such Interest Period plus (ii) the Applicable Percentage per annum. (c) Each Alternate Base Rate or Adjusted Term SOFR plus Loan shall bear interest on the Applicable Marginoutstanding principal amount thereof, for each day from and including the date such Loan is made to but not to exceed excluding the Maximum Rate. If date it is paid at any time Term Loans are outstanding with respect to which the Borrower has not delivered a rate per annum equal to the Agent a notice specifying Alternate Base Rate for such day. Changes in the basis for determining the rate of interest rate applicable thereto in accordance herewith, those Term Loans shall be treated as on Alternate Base Rate Loans until notice will take effect simultaneously with each change in the Alternate Base Rate. (d) Notwithstanding anything to the contrary has been given to contained in Sections 1.3(a), (b) or (c), upon the Agent in accordance with this Agreement occurrence of an Event of Default, and such notice has become effective. Except as otherwise provided hereinduring the continuance thereof, the Term Loans all Obligations shall bear interest as follows:interest, payable upon demand, at the Default Rate. (ie) For all Base Rate Loans, at a fluctuating per annum rate equal to the Base Rate plus the Applicable Margin; and (ii) For all SOFR Rate Loans, at a fluctuating per annum rate equal to Adjusted Term SOFR plus the Applicable Margin. Each change in the Base Rate (or any component thereof) Interest shall be reflected in payable for the day a Loan is made but not for the day of any payment on the amount paid if payment is received prior to 1:00 p.m. (local time) at the place of payment. If any payment of principal of or interest rate applicable to Base Rate Loans as of the effective date of on a Loan shall become due on a day which is not a Business Day, such change. All computations of interest for Base Rate Loans when the Base Rate is determined by the “prime rate” payment shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year). On the last next succeeding Business Day of each calendar quarter hereafter and on the Termination Dateand, the Borrower shall pay to the Agent, for the ratable benefit of the Lenders, interest accrued from the last Business Day of the preceding calendar quarter to the last Business Day of such calendar quarter (or accrued to the Termination Date in the case of a payment on the Termination Date) on all Base Rate Loans principal payment, such extension of time shall be included in arrears. The Borrower shall pay to the Agent, for the ratable benefit of the Lenders, computing interest on all SOFR Rate Loans in arrears on each SOFR Interest Payment Dateconnection with such payment.

Interest Rates. All outstanding Term Revolving Loans to the Borrower shall bear interest on the unpaid principal amount thereof (including, to the extent permitted by law, on interest thereon not paid when due) from the date made until paid in full in cash at a rate determined by reference to the Base Rate or Adjusted Term SOFR the LIBOR Rate plus the Applicable Margin, but not to exceed the Maximum Rate. Any of the Loans may be converted into, or continued as LIBOR Loans, subject to and in the manner provided in Section 2.2. If at any time Term Loans are outstanding with respect to which the Borrower has Borrowers have not delivered to the Agent a notice specifying the basis for determining the interest rate applicable thereto in accordance herewiththereto, those Term Loans shall be treated as bear interest at a rate determined by reference to the Base Rate Loans 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 Term Loans outstanding Obligations shall bear interest as follows: (i) For all Base Rate Loans, at a fluctuating per annum rate equal to the Base Rate plus the Applicable Margin; and (ii) For all SOFR Rate LIBOR Revolving Loans, at a fluctuating per annum rate equal to Adjusted Term SOFR the LIBOR Rate plus the Applicable Margin. Each change in the Base Rate (or any component thereof) shall be reflected in the interest rate applicable to Base Rate Loans as of the effective date of such change. All computations of interest for Base Rate Loans when the Base Rate is determined by the “prime rate” charges shall be made computed on the basis of a year of 365 or 366 days, as the case may be, and actual 360 days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, interest being paid than if computed on the basis of a 365-day year). On the last Business Day of each calendar quarter hereafter and on the Termination Date, the Borrower The Borrowers shall pay to the Agent, for the ratable benefit of the Lenders, interest accrued from the last Business Day of the preceding calendar quarter to the last Business Day of such calendar quarter (or accrued to the Termination Date in the case of a payment on the Termination Date) on all Base Rate Loans in arrearsarrears on the first day of each month hereafter and on the Termination Date. The Borrower Borrowers shall pay to the Agent, for the ratable benefit of the Lenders, interest on all SOFR Rate LIBOR Loans in arrears on each SOFR LIBOR Interest Payment Date. For the purposes of the Interest Act (Canada), (i) whenever any interest or fee under this Agreement or any other Loan Document is calculated using a rate based on a year of 360 days, the rate determined pursuant to each calculation, when expressed as an annual rate, is equivalent to (x) the applicable rate, (y) multiplied by the actual number of days in the calendar year in which the period for which such interest is payable (or compounded) ends, and (z) divided by 360, (ii) the principle of deemed reinvestment of interest does not apply to any interest calculation under this Agreement or any other Loan Document, and (iii) the rates of interest stipulated in this Agreement or any other Loan Document are intended to be nominal rates and not effective rates or yields.

Interest Rates. All outstanding Term Loans to the Borrower (a) The Authority Notes shall bear interest from and including the date of first authentication and delivery thereof until payment of the principal or redemption price thereof shall have been made or provided for in accordance with the provisions hereof, whether at maturity, upon redemption or otherwise. Interest on the unpaid principal amount thereof (including, to the extent permitted by law, on interest thereon not paid when due) from the date made until paid in full in cash at a rate determined by reference to the Base Rate or Adjusted Term SOFR plus the Applicable Margin, but not to exceed the Maximum Rate. If at any time Term Loans are outstanding Authority Notes with respect to which the Borrower has not delivered to the Agent a notice specifying the basis for determining the interest rate applicable thereto in accordance herewith, those Term Loans immediately preceding Interest Period shall be treated paid as Base Rate Loans until notice to the contrary has been given to the Agent in accordance with this Agreement and provided below, provided that if any Interest Payment Date is not a Business Day, such notice has become effective. Except as otherwise provided herein, the Term Loans shall bear interest as follows: (i) For all Base Rate Loans, at a fluctuating per annum rate equal to the Base Rate plus the Applicable Margin; and (ii) For all SOFR Rate Loans, at a fluctuating per annum rate equal to Adjusted Term SOFR plus the Applicable Margin. Each change in the Base Rate (or any component thereof) shall be reflected in mailed or wired pursuant to this Section 2.03 on the interest rate applicable to Base Rate Loans next succeeding Business Day, with the same effect as of the effective date of such change. All computations of interest for Base Rate Loans when the Base Rate is determined by the “prime rate” shall be if made on the basis day such payment was due. Interest shall be computed, in the case of a year of 365 or 366 daysTerm Interest Rate period, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (consisting of twelve 30-day months, in the case of an Index Interest Rate period in which results in more fees the Authority Notes bear interest at the LIBOR Index Rate, the Taxable Rate or interestthe Default Rate, as applicable, being paid than if computed on the basis of a 365360-day year). On the last Business Day of each calendar quarter hereafter and on the Termination Date, the Borrower shall pay to the Agent, year for the ratable benefit actual number of the Lendersdays elapsed, interest accrued from the last Business Day of the preceding calendar quarter to the last Business Day of such calendar quarter (or accrued to the Termination Date and in the case of a payment any other Interest Rate Period, on the Termination Date) on all Base Rate Loans in arrearsbasis of a 365 or 366-day year, as appropriate, and the actual number of days elapsed. The Borrower Authority Notes shall pay initially bear interest at a LIBOR Index Rate from the Closing Date until the date on which the Interest Rate Determination Method is changed as described herein. Subject to the Agentlast paragraph of Section 2.03(b), payment of the interest on the Authority Notes shall be made to the Person appearing on the note registration books of the Note Registrar as the Noteholder thereof on the Record Date, such interest to be paid by the Paying Agent to such Noteholder (i) by check mailed by first class mail on the Interest Payment Date, to such Noteholder’s address as it appears on the registration books or at such other address as has been furnished to the Note Registrar as provided below, in writing by such Noteholder not later than the Record Date, or (ii) upon written request at least three Business Days prior to the applicable Record Date of the Noteholder of Authority Notes aggregating not less than $1,000,000 in principal amount of such Authority Notes, by wire transfer in immediately available funds at an account maintained in the United States at such wire address as such Noteholder shall specify in its written notice (any such written request shall remain in effect until rescinded in writing by such Noteholder); except, in each case, that, if and to the extent that there shall be a default in the payment of the interest due on such Interest Payment Date, such defaulted interest rate shall be the rate on the Authority Notes on the day before such default occurred, and such defaulted interest shall be paid to the Noteholder in whose name any such Authority Notes are registered at the close of business on the fifth Business Day next preceding the date of payment of such defaulted interest. Both the principal of and premium, if any, on the Authority Notes shall be payable upon surrender thereof in lawful money of the United States of America at the Corporate Trust Office of the Trustee. (b) In the manner hereinafter provided, the term of the Authority Notes will be divided into consecutive Interest Rate Periods, during each of which the Authority Notes shall bear interest at a Weekly Interest Rate, an Index Interest Rate or a Term Interest Rate. The first Interest Rate Period for the ratable benefit of Authority Notes shall be an Index Interest Rate Period. The first Interest Payment Date for the LendersAuthority Notes shall be October 2, 2017. Except if Authority Notes during an Index Interest Rate Period bear interest at the Default Rate or the Taxable Rate, and under the circumstances set forth in the following paragraph, interest on the Authority Notes shall not exceed the Maximum Rate. All Authority Notes shall bear the same interest rate and benefit equally from all SOFR provisions of this Indenture. Notwithstanding any other provision of this Indenture, if the Authority Notes have been purchased by a Credit Bank following a mandatory tender under Section 4.06(a)(iii), the Authority Notes shall bear interest at the rate for Bank Notes as provided under the Credit Agreement then in effect until such time as the Credit Bank directs the remarketing of the Authority Notes, at which time the Authority Notes shall once again bear interest at the Weekly Interest Rate Loans or a Term Interest Rate. Notwithstanding anything herein to the contrary, for so long as the Authority Notes bears interest at an Index Interest Rate, the Authority and the Trustee agree that all amounts payable to the Holders with respect to the Authority Notes shall (until directed otherwise in arrears writing by the Bank to the Trustee with a copy to the Borrower) be made by the Borrower directly to the Bank (without any presentment thereof, except upon the payment of the final installment of principal, and without any notation of such payment being made thereon), in such manner or at such address in the United States as may be designated by the Bank in writing to the Borrower (the “Bank Direct Payment Period”). During any Bank Direct Payment Period, (i) any payment made shall be accompanied by sufficient information to identify the source and proper application of such payment, (ii) the Bank shall notify the Trustee in writing of any failure of the Borrower to make any payment of the principal of or interest on each SOFR Interest the Authority Notes when due, and the Trustee shall not be deemed to have any notice of such failure unless it has received such notice in writing, (iii) if any Authority Notes are sold or transferred, the Bank shall notify the Trustee and the Borrower in writing of the name and address of the transferee, the effective date of the transfer, the principal amount of the Authority Notes transferred and the payment information notated on the Authority Notes as hereinafter described, and it will, prior to delivery of such Authority Notes, make a notation on such Authority Notes of the date to which interest has been paid thereon and of the amount of any prepayments made on account of the principal thereof, and (iv) the Bank will notify the Trustee of any redemption of the principal of any Notes. Furthermore, to the extent that the Borrower has made the required payments to the Bank during any Bank Direct Payment DatePeriod, the Trustee shall have no obligations to make payments of the principal of or interest on the Authority Notes, to act as registrar or to take any other action in respect thereof, except at the express written direction of the Bank.

Interest Rates. All (a) The principal amount of the Loan outstanding Term Loans from day to day which is the Borrower subject of an Adjusted Base Rate Tranche shall bear interest at a rate per annum equal to the sum of the Applicable Margin plus the Adjusted Base Rate in effect from day to day; provided that in no event shall the rate charged hereunder or under the Notes exceed the Maximum Lawful Rate. Interest on any portion of the principal of the Loan subject to an Adjusted Base Rate Tranche shall be payable as it accrues on each Quarterly Date. (b) The principal amount of the Loan outstanding from day to day which is the subject of a Eurodollar Tranche shall bear interest for the Interest Period applicable thereto at a rate per annum equal to the 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 any portion of the principal of the Loan subject to a Eurodollar Tranche having an Interest Period of one (1), two (2) or three (3) months shall be payable on the last day of the Interest Period applicable thereto. Interest on any portion of the principal of any Loan subject to a Eurodollar Tranche having an Interest Period of six (6) months shall be payable on the last day of the Interest Period applicable thereto and on each Quarterly Date during such Interest Period to the extent not previously paid pursuant to the provisions of this Agreement. (c) So long as no Default or Event of Default shall be continuing, subject to the provisions of this Section 2.5, Borrowers shall have the option of having all or any portion of the principal outstanding under the Loan be the subject of an Adjusted Base Rate Tranche or one (1) or more Eurodollar Tranches, which shall bear interest at rates based upon the Adjusted Base Rate and the Adjusted Eurodollar Rate, respectively (each such option is referred to herein as an "Interest Option"); provided, that each Eurodollar Tranche shall be in a minimum amount of $500,000 and shall be in an amount which is an integral multiple of $100,000. Each change in an Interest Option made pursuant to this Section 2.5(c) shall be deemed both a payment in full of the portion of the principal of the Loan which was the subject of the Adjusted Base Rate Tranche or Eurodollar Tranche from which such change was made and a Borrowing (notwithstanding that the unpaid principal amount of the Loan is not changed thereby) of the portion of the principal of the Loan which is the subject of the Adjusted Base Rate Tranche or Eurodollar Tranche into which such change was made. Prior to the termination of each Interest Period with respect to each Eurodollar Tranche, Borrowers shall give written notice (a "Rollover Notice") in the form of Exhibit F attached hereto to Administrative Agent of the Interest Option which shall be applicable to such portion of the principal of the Loan upon the expiration of such Interest Period. Such Rollover Notice shall be given to Administrative Agent at least one (1) Domestic Business Day, in the case of an Adjusted Base Rate Tranche selection on or prior to 11:00 a.m. (Dallas, Texas time) and two (2) Eurodollar Business Days, in the case of a Eurodollar Tranche selection, prior to the termination of the Interest Period then expiring. If Borrowers shall specify a Eurodollar Tranche, such Rollover Notice shall also specify the length of the succeeding Interest Period (subject to the definition of such term) selected by Borrowers. Each Rollover Notice shall be irrevocable and effective upon notification thereof to Administrative Agent. If the required Rollover Notice shall not have been timely received by Administrative Agent, Borrowers shall be deemed to have elected that the principal of the Loan subject to the Interest Period then expiring be the subject of an Adjusted Base Rate Tranche upon the expiration of such Interest Period and Borrowers will be deemed to have given Administrative Agent notice of such election. Subject to the limitations set forth in this Section 2.5(c) on the minimum amount of Eurodollar Tranches, Borrowers shall have the right to convert each Adjusted Base Rate Tranche to a Eurodollar Tranche by giving Administrative Agent a Rollover Notice of such election on or prior to 11:00 a.m. (Dallas, Texas time) at least two (2) Eurodollar Business Days prior to the date on which Borrowers elect to make such conversion (an "Interest Conversion Date"). The Interest Conversion Date selected by Borrowers shall be a Eurodollar Business Day. Notwithstanding anything in this Section 2.5 to the contrary, no portion of the principal of the Loan which is the subject of an Adjusted Base Rate Tranche may be converted to a Eurodollar Tranche and no Eurodollar Tranche may be continued as such when any Default or Event of Default has occurred and is continuing, but each such Tranche shall be automatically converted to an Adjusted Base Rate Tranche on the last day of each applicable Interest Period. Borrowers shall not be permitted to have more than five (5) Interest Options in effect at any time. (d) Notwithstanding anything to the contrary set forth in Section 2.5(a) or (b) above, any portion of the Obligation not paid when due (including, to the extent permitted by lawApplicable Law, on past due interest) shall bear interest thereon not paid when due) from and after the date made due, payable on demand, for each day until paid in full in cash at a rate determined per annum equal to the lesser of (a) the sum of (i) three percent (3%), plus (ii) the Adjusted Base Rate in effect from day to day, and (b) the Maximum Lawful Rate. (e) Notwithstanding the foregoing, if at any time the rate of interest calculated with reference to the Adjusted Base Rate or the Adjusted Eurodollar Rate hereunder (the "contract rate") is limited to the Maximum Lawful Rate, any subsequent reductions in the contract rate shall not reduce the rate of interest on the Loan below the Maximum Lawful Rate until the total amount of interest accrued equals the amount of interest which would have accrued if the contract rate had at all times been in effect. In the event that at maturity (stated or by acceleration), or at final payment of any Note, the total amount of interest paid or accrued on such Note is less than the amount of interest which would have accrued if the contract rate had at all times been in effect with respect thereto, then at such time, to the extent permitted by law, Borrowers shall pay to the holder of such Note an amount equal to the difference between (i) the lesser of the amount of interest which would have accrued if the contract rate had at all times been in effect and the amount of interest which would have accrued if the Maximum Lawful Rate had at all times been in effect, and (ii) the amount of interest actually paid on such Note. (f) Interest payable hereunder computed by reference to the Base Adjusted Eurodollar Rate or Adjusted Term SOFR plus the Applicable Margin, but not to exceed the Maximum Rate. If at any time Term Loans are outstanding with respect to which the Borrower has not delivered to the Agent a notice specifying the basis for determining the interest rate applicable thereto in accordance herewith, those Term Loans shall be treated as Base Rate Loans 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 Term Loans shall bear interest as follows: (i) For all Base Rate Loans, at a fluctuating per annum rate equal to the Base Rate plus the Applicable Margin; and (ii) For all SOFR Rate Loans, at a fluctuating per annum rate equal to Adjusted Term SOFR plus the Applicable Margin. Each change in the Base Rate (or any component thereof) shall be reflected in the interest rate applicable to Base Rate Loans as of the effective date of such change. All computations of interest for Base Rate Loans when the Base Rate is determined by the “prime rate” shall be made computed based on the basis number of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if assuming that each calendar year consisted of 360 days. Interest payable hereunder computed by reference to the Adjusted Base Rate shall be computed based on the basis actual number of a 365-day year). On the last Business Day of days elapsed assuming that each calendar quarter hereafter and on the Termination Date, the Borrower shall pay to the Agent, for the ratable benefit year consisted of the Lenders, interest accrued from the last Business Day of the preceding calendar quarter to the last Business Day of such calendar quarter (or accrued to the Termination Date in the case of a payment on the Termination Date) on all Base Rate Loans in arrears. The Borrower shall pay to the Agent, for the ratable benefit of the Lenders, interest on all SOFR Rate Loans in arrears on each SOFR Interest Payment Date365 days.

Interest Rates. All outstanding Term Loans to the Borrower (a) Each Base Rate Loan shall bear interest on the unpaid outstanding principal amount thereof (includingthereof, to the extent permitted by law, on interest thereon not paid when due) for each day from the date such Loan is made until paid in full in cash it becomes due, at a rate determined by reference per annum equal to the sum of the Base Rate or Adjusted Term SOFR Margin for such day plus the Applicable MarginBase Rate for such day. Such interest shall be payable at maturity, but not quarterly in arrears on each Quarterly Payment Date prior to exceed the Maximum Rate. If at any time Term Loans are outstanding maturity and, with respect to which the Borrower has not delivered to the Agent a notice specifying the basis for determining the interest rate applicable thereto in accordance herewith, those Term Loans shall be treated as principal amount of any Base Rate Loans until notice Loan converted to a Euro-Dollar Loan, on the contrary has been given to the Agent in accordance with this Agreement and date such notice has become effectiveamount is so converted. Except as otherwise provided herein, the Term Loans Any overdue principal of or interest on any Base Rate Loan shall bear interest as follows: (i) For all Base Rate Loansinterest, 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 fluctuating rate per annum rate equal to the Base Rate sum of 2% plus the Applicable Margin; and (ii) For all SOFR Rate Loans, at a fluctuating per annum rate equal to Adjusted Term SOFR plus the Applicable Margin. Each change in the Base Rate (or any component thereof) shall be reflected in the interest rate otherwise applicable to Base Rate Loans as for each 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 effective date of Euro-Dollar Margin for such changeday plus the applicable London Interbank Offered Rate for such Interest Period. All computations of interest for Base Rate Loans when the Base Rate is determined by the “prime rate” shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and Such interest shall be made payable for each Interest Period on the basis last day thereof and, if such Interest Period is longer than three months, at intervals of a 360three months after the first day thereof. The "LONDON INTERBANK OFFERED RATE" applicable to any Euro-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed Dollar Loan for any Interest Period means the rate appearing on the basis of a 365-day year). On the last Business Day of each calendar quarter hereafter and Screen at approximately 11:00 a.m., London time, on the Termination Date, Rate Fixing Date as the Borrower shall pay rate for deposits in Dollars with a maturity comparable to such Interest Period. If no rate appears on the Agent, Screen for the ratable benefit necessary currency and period, then the "London Interbank Offered Rate" with respect to such Euro-Dollar Loan for such Interest Period shall be the rate at which deposits of that amount with a maturity comparable to such Interest Period are offered by the principal London office of the Lenders, interest accrued from the last Business Day of the preceding calendar quarter to the last Business Day of such calendar quarter (or accrued to the Termination Date Agent in the case of a payment London interbank market at approximately 11:00 a.m., London time, on the Termination Rate Fixing Date) on all Base Rate Loans in arrears. The Borrower shall pay to "SCREEN" means Telerate Page 3750; PROVIDED that the Agent, Agent may nominate an alternative source of screen rates if this page is replaced by another which displays rates for the ratable benefit of the Lenders, interest on all SOFR Rate Loans inter-bank deposits offered by leading banks in arrears on each SOFR Interest Payment DateLondon.

Interest Rates. All outstanding Term Loans to the Borrower Obligations shall bear interest on the unpaid principal amount thereof (including, to the extent permitted by law, on interest thereon not paid when due) from the date made until paid in full in cash at a rate determined by reference to the Base Rate or Adjusted Term SOFR the LIBOR Rate plus the Applicable MarginMargins as set forth below, but not to exceed the Maximum Rate. If at any time Term Loans are outstanding with respect to which the Borrower has not delivered to the Agent a notice specifying the basis for determining the interest rate applicable thereto in accordance herewith, those Term Loans shall be treated as bear interest at a rate determined by reference to the Base Rate Loans 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 Term Loans 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 lesser of : (A) the Maximum Rate, and (B) the Base Rate plus the Applicable Margin; and (ii) For all SOFR Rate Loans, LIBOR Revolving Loans at a fluctuating per annum rate equal to Adjusted Term SOFR the lesser of : (A) the Maximum Rate, and (B) the LIBOR Rate plus the Applicable Margin. Each change in the Base Rate (or any component thereof) shall be reflected in the interest rate applicable to Base Rate Revolving Loans as of the effective date of such change. All computations of interest for Base Rate Loans when the Base Rate is determined by the “prime rate” charges shall be made computed on the basis of a year of 365 or 366 days, as the case may be, 360 days and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year). On the last Business Day of each calendar quarter hereafter and on the Termination Date, the Borrower shall pay to the Agent, for the ratable benefit of the Lenders, interest accrued from the last Business Day of the preceding calendar quarter to the last Business Day of such calendar quarter (or accrued to the Termination Date in the case of a payment on the Termination Date) on all Base Rate Loans in arrears. The Borrower shall pay to the Agent, for the ratable benefit of Lenders, interest accrued on all Base Rate Revolving Loans in arrears on the first day of each month hereafter and on the Termination Date. The Borrower shall pay to the Agent, for the ratable benefit of Lenders, interest on all SOFR Rate LIBOR Revolving Loans in arrears on each SOFR LIBOR Interest Payment Date.

Interest Rates. All outstanding Term Loans to the Borrower (a) Each Advance made as a Base Rate Loan shall 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 on Advances under the Facility B Commitment 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 month. Such interest on Advances under the Facility A Commitment shall be payable monthly on the first Domestic Business Day of each 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 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 otherwise applicable to such Advance, so made as a Base Rate Loan, for such day. (b) Each Advance made as a Euro-Dollar 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 Applicable Margin plus the 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 clauses (1)(c) or 1(d) of the definition of Interest Period, have an Interest Period of less than one month, such Advance so made as a Euro-Dollar Loan shall bear interest during such Interest Period at the rate applicable to Advances made as Base Rate Loans during such period. Such interest on Advances under the Facility B Commitment shall be payable as provided in the Loan Access Agreement, or if the Loan Access Agreement shall have terminated as therein provided, for each Interest Period on the last day thereof (includingand if such Interest Period is longer than three months, at intervals of three months after the first day thereof. Such interest on Advances under the Facility A Commitment 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 and, to the extent permitted by law, overdue interest on interest thereon not paid when due) from the date made any Euro-Dollar Loan shall bear interest, payable on demand, for each day until paid in full in cash at a rate determined by reference per annum equal to the Base Rate or Adjusted Term SOFR sum of 2% plus the higher of (x) the sum of the Applicable Margin, but not Margin plus the Adjusted London Interbank Offered Rate applicable to exceed such Euro-Dollar Loan or (y) the Maximum Rate. If at any time Term Loans are outstanding with respect rate which would be applicable for such day to which the Borrower has not delivered to the Agent a notice specifying the basis for determining the interest rate applicable thereto in accordance herewith, those Term Loans shall be treated such Advance if it had been made as Base Rate Loans until notice Loan. (c) The Applicable Margin for any Euro-Dollar Loan for any day shall be the rate per annum set forth below as determined to be applicable based on the contrary has been given applicable ratio of Consolidated Funded Debt to the Agent in accordance with this Agreement and such notice has become effective. Except as otherwise provided herein, the Term Loans shall bear interest as followsEBITDA: (i) For all Base Rate Loans, at a fluctuating per annum rate if the ratio of Consolidated Funded Debt to EBITDA is greater than or equal to the Base Rate plus 4.00 to 1.00, then the Applicable MarginMargin for Euro-Dollar Loans shall be 3.00% per annum; (ii) if the ratio of Consolidated Funded Debt to EBITDA is less than 4.00 to 1.00 but greater than 3.00 to 1.00, then the Applicable Margin for Euro-Dollar Loans shall be 2.75% per annum; (iii) if the ratio of Consolidated Funded Debt to EBITDA is less than 3.00 to 1.00 but greater than 2.00 to 1.00, then the Applicable Margin for Euro-Dollar Loans shall be 2.50% per annum; and (iiiv) For all SOFR Rate Loans, at a fluctuating per annum rate if the ratio of Consolidated Funded Debt to EBITDA is less than or equal to Adjusted Term SOFR plus 2.00 to 1.00, then the Applicable Margin. Each change in the Base Rate (or any component thereof) Margin for Euro-Dollar Loans shall be reflected in the interest rate applicable to Base Rate Loans as of the effective date of such change. All computations of interest for Base Rate Loans when the Base Rate is determined by the “prime rate” shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year). On the last Business Day of each calendar quarter hereafter and on the Termination Date, the Borrower shall pay to the Agent, for the ratable benefit of the Lenders, interest accrued from the last Business Day of the preceding calendar quarter to the last Business Day of such calendar quarter (or accrued to the Termination Date in the case of a payment on the Termination Date) on all Base Rate Loans in arrears. The Borrower shall pay to the Agent, for the ratable benefit of the Lenders, interest on all SOFR Rate Loans in arrears on each SOFR Interest Payment Date2.25% per annum.

Interest Rates. All outstanding Term Loans to the Borrower Obligations shall bear interest on -------------- the unpaid principal amount thereof (including, to the extent permitted by law, on interest thereon not paid when due) from the date made until paid in full in cash at a rate determined by reference to the Base Rate or Adjusted Term SOFR the LIBOR Rate plus the Applicable MarginMargin as set forth below, but not to exceed the Maximum Rate. If at any time Term Loans are outstanding with respect to which the Borrower has not delivered to the Agent a notice specifying the basis for determining the interest rate applicable thereto in accordance herewith, those Term Loans shall be treated as bear interest at a rate determined by reference to the Base Rate Loans (unless the Default Rate has been effected by the Agent or the Required Lenders pursuant to Section 2.1(b)) 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 Term Loans outstanding Obligations shall bear interest as follows: (i) For all Base Rate Loans and other Obligations (other than LIBOR Rate Loans, ) at a fluctuating per annum rate equal to the Base Rate plus the Applicable Margin; and (ii) For all SOFR LIBOR Rate Loans, Loans at a fluctuating per annum rate equal to Adjusted Term SOFR the LIBOR Rate plus the Applicable Margin. Each change in the Base Rate (or any component thereof) shall be reflected in the interest rate applicable to Base Rate Loans as of the effective date of such change. All computations of interest for Base Rate Loans when the Base Rate is determined by the “prime rate” charges shall be made computed on the basis of a year of 365 or 366 days, as the case may be, and actual 360 days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, interest being paid than if computed on the basis of a 365-day year). On the last Business Day of each calendar quarter hereafter and on the Termination Date, the The Borrower shall pay to the Agent, for the ratable benefit of the Lenders, interest accrued from the last Business Day of the preceding calendar quarter to the last Business Day of such calendar quarter (or accrued to the Termination Date in the case of a payment on the Termination Date) on all Base Rate Loans in arrearsarrears on the first day of each month hereafter and on the Termination Date. The Borrower shall pay to the Agent, for the ratable benefit of the Lenders, interest on all SOFR LIBOR Rate Loans in arrears on each SOFR LIBOR Interest Payment Date.

Interest Rates. All outstanding Term Loans to the Borrower (a) Each Base Rate Loan (including each Swingline Loan) shall bear interest on the unpaid outstanding principal amount thereof (includingthereof, to the extent permitted by law, on interest thereon not paid when due) for each day from the date such Loan is made until paid in full in cash it becomes due, at a rate determined by reference per annum equal to the sum of the Base Rate or Adjusted Term SOFR plus the Applicable Margin, but not to exceed the Maximum Rate. If at any time Term Loans are outstanding with respect to which the Borrower has not delivered to the Agent a notice specifying the basis for determining the interest rate applicable thereto in accordance herewith, those Term Loans shall be treated as Base Rate Loans 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 Term Loans shall bear interest as follows: (i) For all Base Rate Loans, at a fluctuating per annum rate equal to the Base Rate plus the Applicable Margin; and (ii) For all SOFR Rate Loans, at a fluctuating per annum rate equal to Adjusted Term SOFR day plus the Applicable Margin. Each change in the Base Rate (or any component thereof) shall be reflected in the interest rate applicable to Base Rate Loans as of the effective date of such change. All computations of interest for Base Rate Loans when the Base Rate is determined by the “prime rate” shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and Such interest shall be made payable quarterly in arrears on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year). On the last Domestic Business Day of each calendar quarter hereafter ending on March 31, June 30, September 30 and on the Termination DateDecember 31 of each year and, the Borrower shall pay to the Agent, for the ratable benefit of the Lenders, interest accrued from the last Business Day of the preceding calendar quarter to the last Business Day of such calendar quarter (or accrued to the Termination Date in the case of a Revolving Loan that is a Base Rate Loan (including a Swingline Loan), upon the date of termination of the Revolving Commitments in their entirety. Any overdue principal of or interest on any Base Rate Loan shall bear interest, payable on demand, for each day from and including the date payment on thereof was due to but excluding the Termination Date) on all date of actual payment, at a rate per annum equal to the sum of 2% plus the rate otherwise applicable to Base Rate Loans in arrears. The Borrower for such day. (b) Each Euro-Currency Loan shall pay to bear interest on the Agentoutstanding principal amount thereof, for the ratable benefit Interest Period applicable thereto, at a rate per annum equal to the sum of the LendersApplicable Margin plus the applicable Adjusted London Interbank Offered Rate. 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 or interest on all SOFR any Euro-Currency Loan 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 Applicable Margin plus the Adjusted London Interbank Offered Rate applicable to such Loan. (c) [Reserved]. (d) 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 Adjusted London Interbank Offered Rate for such Interest Period (determined in accordance with Section 2.7(b) as if the related Money Market LIBOR Borrowing were a Committed Euro-Currency Borrowing) plus (or minus) the Money Market Margin quoted by the Revolving 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 Revolving 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 three months, at intervals of three months 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 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 Prime 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 Borrowers and the participating Banks of each rate of interest so determined, and its determination thereof shall be conclusive in arrears on each SOFR Interest Payment Datethe absence of manifest error.

Interest Rates. All outstanding Term Loans to the Borrower Obligations shall bear interest on the unpaid principal amount thereof (including, to the extent permitted by law, on interest thereon not paid when due) from the date made until paid in full in cash at a rate determined by reference to the Base Rate or Adjusted Term SOFR plus the LIBOR Rate PLUS the Applicable MarginMargins as set forth below, but not to exceed the Maximum Rate. If at any time Term Loans are outstanding with respect to which the Borrower Administrative Borrower, on behalf of the Borrowers, has not delivered to the Agent a notice specifying the basis for determining the interest rate applicable thereto in accordance herewith, those Term Loans shall be treated as bear interest at a rate determined by reference to the Base Rate Loans 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 Term Loans outstanding Obligations shall bear interest as follows: (i) For all Base Rate Loans and other Obligations (other than LIBOR Rate Loans), at a fluctuating per annum rate equal to the Base Rate plus the Applicable Margin; and (ii) For all SOFR LIBOR Rate Loans, at a fluctuating per annum rate equal to Adjusted Term SOFR plus the LIBOR Rate PLUS the Applicable Margin. Each change in the Base Rate (or any component thereof) shall be reflected in the interest rate applicable to Base Rate Loans as of the effective date of such change. All computations of interest for Base Rate Loans when the Base Rate is determined by the “prime rate” charges shall be made computed on the basis of a year of 365 or 366 days, as the case may be, and actual three hundred sixty (360) days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, interest being paid than if computed on the basis of a 365-day year). On the last Business Day of each calendar quarter hereafter and on the Termination Date, the Borrower The Borrowers shall pay to the Agent, for the ratable benefit of the Lenders, interest accrued from the last Business Day of the preceding calendar quarter to the last Business Day of such calendar quarter (or accrued to the Termination Date in the case of a payment on the Termination Date) on all Base Rate Loans in arrearsarrears on the first day of each month hereafter and on the Termination Date. The Borrower Borrowers shall pay to the Agent, for the ratable benefit of the Lenders, interest on all SOFR LIBOR Rate Loans in arrears on each SOFR LIBOR Interest Payment Date.

Interest Rates. All outstanding (a) Subject to Section 2.06(d), each Term Loans to the Borrower Loan shall bear interest on the unpaid outstanding principal amount thereof (includingthereof, to for the extent permitted by law, on interest thereon not paid when due) from period commencing with the date such Term Loan is made until paid up to but not including the date such Term Loan is repaid in full in cash full, at a rate determined by reference to the Base Rate or Adjusted Term SOFR plus the Applicable Marginper annum equal to, but not to exceed the Maximum Rate. If at any time Term Loans are outstanding (i) with respect to which the Borrower has not delivered Tranche A Term Loans, 2.72%, and (ii) with respect to the Agent a notice specifying the basis for determining the Tranche B Term Loans, 2.96%. Accrued and unpaid interest rate applicable thereto in accordance herewith, those on each Term Loans Loan shall be treated as payable in arrears on the first day of each calendar quarter and on the Termination Date. (b) Subject to Section 2.06(d), each Revolving Loan consisting of a Base Rate Loans 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 Term Loans Loan shall bear interest as follows: (i) For all Base Rate Loanson the outstanding principal amount thereof, for the period commencing with the date such Loan is made up to but not including the date such Loan is repaid in full, at a fluctuating rate per annum rate equal to the Base Rate plus as in effect from time to time. Accrued and unpaid interest on each Base Rate Loan shall be payable in arrears (i) with respect to interest accrued during a calendar month, on the Applicable Margin; and fifteenth day of the immediately succeeding calendar month, and (ii) For with respect to all SOFR Rate Loansaccrued and unpaid interest, on the Revolving Termination Date. (c) Subject to Section 2.06(d) and ARTICLE VIII, each Revolving Loan consisting of a 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 fluctuating rate per annum rate equal to Adjusted Term SOFR the sum of the Applicable Margin plus the Applicable Marginapplicable Adjusted LIBOR Offered Rate. Each change Interest on each LIBOR Loan shall be payable (i) on the last day of the Interest Period in effect with respect thereto, (ii) in the event such Interest Period shall exceed three months, on the last day of each three month interval during such Interest Period, and (iii) on the Revolving Termination Date. (d) 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 (or any component thereof) until such amount shall be reflected paid in full (after as well as before judgment). Notwithstanding anything to the contrary in this Section 2.06, upon either (A) notice by the 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 the Loans shall bear interest at a rate per annum equal to the 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. (e) The Agent shall determine the interest rate applicable to Base Rate the Loans as of the effective date of such change. All computations of interest for Base Rate Loans when the Base Rate is determined by the “prime rate” hereunder and its determination thereof shall be made on the basis of a year of 365 or 366 days, as the case may be, conclusive and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year). On the last Business Day of each calendar quarter hereafter and on the Termination Date, the Borrower shall pay to the Agent, binding for the ratable benefit of the Lenders, interest accrued from the last Business Day of the preceding calendar quarter to the last Business Day of such calendar quarter (or accrued to the Termination Date all purposes in the case absence of a payment on the Termination Date) on all Base Rate Loans in arrears. The Borrower shall pay to the Agent, for the ratable benefit of the Lenders, interest on all SOFR Rate Loans in arrears on each SOFR Interest Payment Datemanifest error.

Interest Rates. All outstanding Term Loans to the Borrower Obligations shall bear interest on the unpaid principal amount thereof (including, to the extent permitted by law, on interest thereon not paid when due) from the date made until paid in full in cash at a rate determined by reference to the Base Rate or Adjusted Term SOFR the LIBOR Rate plus the Applicable MarginMargins as set forth below, but not to exceed the Maximum Rate. If at any time Term Loans are outstanding with respect to which the Borrower has not delivered to the Agent a notice specifying the basis for determining selecting the interest rate applicable thereto in accordance herewith, those Term Loans shall be treated as bear interest at a rate determined by reference to the Base Rate Loans 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 Term Loans outstanding Obligations shall bear interest as follows: (i) For all Base Rate Revolving Loans and other Obligations (other than LIBOR Rate Loans, ) at a fluctuating per annum rate equal to the Base Rate plus the Applicable Margin; and (ii) For all SOFR Rate Loans, LIBOR Revolving Loans at a fluctuating per annum rate equal to Adjusted Term SOFR the LIBOR Rate plus the Applicable Margin. Each change in the Base Rate (or any component thereof) shall be reflected in the interest rate applicable to Base Rate Loans as of the effective date of such change. All computations of interest for Base Rate Loans when the Base Rate is determined by the “prime rate” charges shall be made computed on the basis of a year of 365 or 366 days, as the case may be, and actual 360 days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, interest being paid than if computed on the basis of a 365-day year). On the last Business Day of each calendar quarter hereafter and on the Termination Date, the The Borrower shall pay to the Agent, for the ratable benefit of the Lenders, interest accrued from the last Business Day of the preceding calendar quarter to the last Business Day of such calendar quarter (or accrued to the Termination Date in the case of a payment on the Termination Date) on all Base Rate Loans quarterly in arrearsarrears on the first day of January, April, July and October of each year, commencing April 1, 2002 and on the Termination Date. The Borrower shall pay to the Agent, for the ratable benefit of the Lenders, interest on all SOFR LIBOR Rate Loans in arrears on each SOFR LIBOR Interest Payment Date.

Interest Rates. All outstanding Term Loans to the Borrower Obligations shall bear interest on the unpaid principal amount thereof (including, to the extent permitted by law, on interest thereon not paid when due) from the date made until paid in full in cash at a rate determined by reference to the Base Rate or Adjusted Term SOFR plus the Applicable MarginLIBOR Rate and Sections 3.1(a)(i) or (ii), as applicable, but not to exceed the Maximum RateRate described in Section 3.3. Subject to the provisions of Section 3.2, any of the Loans may be converted into, or continued as, Base Rate Loans or LIBOR Rate Loans in the manner provided in Section 3.2. If at any time Term Loans are outstanding with respect to which the Borrower notice has not been delivered to the Agent a notice in accordance with the terms of this Agreement specifying the basis for determining the interest rate applicable thereto in accordance herewiththereto, then those Term Loans shall be treated as Base Rate 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 Term Loans outstanding Obligations shall bear interest as follows: (i) For all Base Rate 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 SOFR Rate Loans, LIBOR Revolving Loans at a fluctuating per annum rate equal to Adjusted Term SOFR the LIBOR Rate plus the Applicable Margin. Each change in the Base Rate (or any component thereof) shall be reflected in the interest rate applicable to Base Rate Loans described in (i) above as of the effective date of such change. All computations of interest for Base Rate Loans when the Base Rate is determined by the “prime rate” charges shall be made computed on the basis of a year of 365 or 366 days, as the case may be, and actual 360 days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, interest being paid than if computed on the basis of a 365-day year). On the last Business Day of each calendar quarter hereafter The Borrowers, jointly and on the Termination Dateseverally, the Borrower shall pay to the Agent, for the ratable benefit of the Lenders, Lenders (x) interest accrued from the last Business Day of the preceding calendar quarter to the last Business Day of such calendar quarter (or accrued to the Termination Date in the case of a payment on the Termination Date) on all Base Rate Loans in arrears. The Borrower shall pay to arrears on the Agent, for first day of each month hereafter and on the ratable benefit of the Lenders, Termination Date and (ii) interest on all SOFR Rate LIBOR Revolving Loans in arrears on each SOFR LIBOR Interest Payment Date.

Interest Rates. All outstanding Term Loans to the Borrower Obligations shall bear interest on the unpaid principal amount thereof (including, to the extent permitted by law, on accrued interest thereon not paid when due) from the date made or incurred until paid in full in cash at a rate determined by reference to the Base Rate or Adjusted Term SOFR the LIBOR Rate, as applicable, plus the Applicable MarginMargin as set forth below, but not to exceed the Maximum Rate. If at any time Term Loans are outstanding with respect to which the a Borrower has not delivered to the Administrative Agent a notice specifying the basis for determining the interest rate applicable thereto in accordance herewith, those Term such Loans shall be treated as Base Rate Revolving Loans and bear interest at a rate determined by reference to the Base Rate until notice to the contrary has been given to the Administrative Agent in accordance with this Agreement and such notice has become effective. Except as otherwise provided herein, the Term Loans outstanding Obligations shall bear interest as follows: (i) For for all Base Rate Revolving Loans and other Obligations (other than LIBOR Rate Revolving Loans, ) at a fluctuating per annum rate equal to the lesser of (A) the Base Rate Rate, plus the Applicable MarginMargin or (B) the Maximum Rate; and (ii) For for all SOFR LIBOR Rate Loans, Revolving Loans at a fluctuating per annum rate equal to Adjusted Term SOFR the lesser of (A) the LIBOR Rate, plus the Applicable MarginMargin or (B) the Maximum Rate. Each change in the Base Rate (or any component thereof) shall be reflected in the interest rate applicable to Base Rate Loans described in clause (i) preceding as of the effective date of such change. All computations of Subject to Section 3.3, all interest for Base Rate Loans when charges on the Base Rate is determined by the “prime rate” Obligations shall be made computed on the basis of a year of 365 or 366 days, as the case may be, and actual 360 days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, interest being paid than if computed on the basis of a 365-365 day year). On the last Business Day of each calendar quarter hereafter and on the Termination Date, the Borrower shall pay to the Agent, for the ratable benefit of the Lenders, interest accrued from the last Business Day of the preceding calendar quarter to the last Business Day of such calendar quarter (or accrued to the Termination Date in the case of a payment on the Termination Date) on all Base Rate Loans in arrears. The Borrower shall pay to the Agent, for the ratable benefit of the Lenders, interest on all SOFR Rate Loans in arrears on each SOFR Interest Payment Date.

Interest Rates. All outstanding Term Loans (a) So long as no Event of Default under this Agreement has occurred and is continuing with respect to the such Borrower, each Base Rate Loan made to such Borrower shall bear interest on the unpaid outstanding principal amount thereof (includingthereof, to the extent permitted by law, on interest thereon not paid when due) for each day from the date such Base Rate Loan is made until paid in full in cash it becomes due, at a rate determined by reference to the Base Rate or Adjusted Term SOFR plus the Applicable Margin, but not to exceed the Maximum Rate. If at any time Term Loans are outstanding with respect to which the Borrower has not delivered to the Agent a notice specifying the basis for determining the interest rate applicable thereto in accordance herewith, those Term Loans shall be treated as Base Rate Loans 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 Term Loans shall bear interest as follows: (i) For all Base Rate Loans, at a fluctuating per annum rate equal to the Adjusted Base Rate plus the Applicable Margin; and (ii) For all SOFR Rate Loans, at a fluctuating per annum rate equal to Adjusted Term SOFR plus the Applicable MarginRate. Each change in the Base Rate (or any component thereof) Interest shall be reflected payable quarterly in the interest rate applicable to Base Rate Loans as of the effective date of such change. All computations of interest for Base Rate Loans when the Base Rate is determined by the “prime rate” shall be made arrears on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year). On the last first Business Day of each calendar quarter hereafter and commencing on the Termination Datefirst such date after such Base Rate Loan is made, and at the Borrower shall pay to the Agent, for the ratable benefit maturity of the LendersLoans (whether by reason of acceleration or otherwise); provided, interest accrued from the last Business Day of the preceding calendar quarter to the last Business Day of such calendar quarter (or accrued to the Termination Date that in the case event the Loans are repaid or prepaid in full and the Revolving Credit Commitments have been terminated, then accrued interest in respect of a payment on the Termination Date) on all Base Rate Loans in arrearsshall be payable together with such repayment or prepayment on the date thereof. The So long as any Event of Default under this Agreement has occurred and is continuing with respect to such Borrower, each Base Rate Loan made to such Borrower shall pay 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 the Loans, whether by reason of acceleration or otherwise, each Base Rate 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. (b) So long as no Event of Default under this Agreement has occurred and is continuing with respect to such Borrower, each LIBOR Loan made to such Borrower shall bear interest on the outstanding principal amount thereof for each Interest Period applicable thereto at a rate per annum equal to the AgentAdjusted LIBOR Rate. Interest shall be payable for each Interest Period on the last day thereof, unless the duration of such Interest Period 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, and at the maturity of the Loans (whether by reason of acceleration or otherwise); provided, that in the event all LIBOR Loans made pursuant to a single borrowing are repaid or prepaid in full, then accrued interest in respect of such LIBOR Loans shall be payable together with such repayment or prepayment on the date thereof. So long as any Event of Default under this Agreement has occurred and is continuing with respect to such Borrower, each LIBOR Loan made to such Borrower 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 Adjusted LIBOR 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 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 ratable benefit Adjusted LIBOR Rate. (c) So long as no Event of Default under this Agreement has occurred and is continuing with respect to such Borrower, each Swingline Loan made to such Borrower shall bear interest as set forth in Section 2.01(c). So long as any Event of Default under this Agreement with respect to such Borrower has occurred and is continuing, each Swingline Loan made to such Borrower shall bear interest on the Lendersoutstanding principal amount thereof, for each day from the date such Swingline 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. Notwithstanding the provisions of Section 2.05(a), interest on Swingline Loans shall be payable at the earlier of (i) the Swingline Maturity Date, (ii) on the first Business Day of each calendar quarter commencing on the first such date after such Swingline Loan is made, and (iii) 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 Swingline Commitment has been terminated, then accrued interest in respect of all SOFR Swingline Loans shall be payable together with such repayment or prepayment on the date thereof. From and after the maturity of the Loans, whether by reason of acceleration or otherwise, each Swingline 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. (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. (e) So long as any Event of Default with respect to such Borrower under this Agreement has occurred and is continuing, all other overdue Borrower’s Obligations of such Borrower (other than Borrower’s Obligations of such Borrower 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 default interest shall be payable on demand. (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 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 applicable Borrower and the Banks upon determining the interest rate for each borrowing of LIBOR Loans after its receipt of the relevant Notice of Borrowing or Notice of Election, and upon each change in arrears the Prime Rate; provided, however, that the failure of the Administrative Agent to provide such Borrower or the Banks with any such notice shall neither affect any obligations of such Borrower or the Banks hereunder nor result in any liability on the part of the Administrative Agent to such Borrower or any Bank. Each such determination (including each SOFR Interest Payment Datedetermination of the Reserve Requirement) shall, absent manifest error, be conclusive and binding on all parties hereto.

Interest Rates. All outstanding Term Loans to the Borrower (a) Each CP Rate Loan shall bear interest on the unpaid outstanding principal amount thereof from and including the first day of each CP Tranche Period to (and including) the last day of such CP Tranche Period at the applicable CP Rate. On the 5th Business Day immediately preceding each Settlement Date, each Co-Agent shall calculate the amount of CP Costs for its Conduit for the applicable CP Tranche Period and each shall notify Borrower of such amount which shall be payable on such Settlement Date. (b) Each LIBOR Loan shall bear interest on the outstanding principal amount thereof from and including the first day of the Interest Period applicable thereto to (but not including) the extent permitted by law, on interest thereon not paid when due) from the date made until paid in full in cash last day of such Interest Period at a rate determined by reference per annum equal to the applicable LIBOR for such LIBOR Loan and such Interest Period; provided that (i) the applicable Co-Agent has received the notice as and when required under Section 2.2(b) and (ii) the applicable Co-Agent determines that (I) the funding of a LIBOR Loan would not violate any applicable law and (II) deposits of a type and maturity appropriate to match-fund such LIBOR Loan are available. (c) Each Alternate Base Rate or Adjusted Term SOFR plus Loan shall bear interest on the Applicable Marginoutstanding principal amount thereof, for each day from and including the date such Loan is made to but not to exceed excluding the Maximum Rate. If date it is paid at any time Term Loans are outstanding with respect to which the Borrower has not delivered a rate per annum equal to the Agent a notice specifying Alternate Base Rate for such Alternate Base Rate Loan for such day. Changes in the basis for determining the rate of interest rate applicable thereto in accordance herewith, those Term Loans shall be treated as on Alternate Base Rate Loans until notice will take effect simultaneously with each change in the Alternate Base Rate. (d) Notwithstanding anything to the contrary has been given to contained in Sections 1.3(a), (b) or (c), upon the Agent in accordance with this Agreement occurrence of an Amortization Event, and such notice has become effective. Except as otherwise provided hereinduring the continuance thereof, the Term Loans all Obligations shall bear interest as follows:interest, payable upon demand, at the Default Rate. (ie) For all Base Rate Loans, at a fluctuating per annum rate equal to the Base Rate plus the Applicable Margin; and (ii) For all SOFR Rate Loans, at a fluctuating per annum rate equal to Adjusted Term SOFR plus the Applicable Margin. Each change in the Base Rate (or any component thereof) Interest shall be reflected in payable for the day a Loan is made but not for the day of any payment on the amount paid if payment is received by each Co-Agent prior to 1:00 p.m. (New York City time) at the place of payment. If any payment of principal of or interest rate applicable to Base Rate Loans as of the effective date of on a Loan shall become due on a day which is not a Business Day, such change. All computations of interest for Base Rate Loans when the Base Rate is determined by the “prime rate” payment shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year). On the last next succeeding Business Day of each calendar quarter hereafter and on the Termination Dateand, the Borrower shall pay to the Agent, for the ratable benefit of the Lenders, interest accrued from the last Business Day of the preceding calendar quarter to the last Business Day of such calendar quarter (or accrued to the Termination Date in the case of a payment on the Termination Date) on all Base Rate Loans principal payment, such extension of time shall be included in arrears. The Borrower shall pay to the Agent, for the ratable benefit of the Lenders, computing interest on all SOFR Rate Loans in arrears on each SOFR Interest Payment Dateconnection with such payment.

Interest Rates. All outstanding Term Loans to the Borrower Obligations shall bear interest on the unpaid principal amount thereof (including, to the extent permitted by law, on interest thereon not paid when due) from the date made until paid in full in cash at a rate determined by reference to the Base Rate or Adjusted Term SOFR plus the Applicable Marginas set forth below, but not to exceed the Maximum Rate. If at any time Term Loans are outstanding with respect to which the Borrower has Borrowers have not delivered to the Administrative Agent a notice specifying the basis for determining the interest rate applicable thereto in accordance herewith, those Term Loans shall be treated as bear interest at a rate determined by reference to the Base Rate Loans until notice to the contrary has been given to the Administrative Agent in accordance with this Agreement and such notice has become effective. Except as otherwise provided herein, the Term Loans 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 SOFR Rate Loans, LIBOR Revolving Loans at a fluctuating per annum rate equal to Adjusted Term SOFR the LIBOR Rate plus the Applicable Margin. Each change in the Base Rate (or any component thereof) shall be reflected in the interest rate applicable to Base Rate Loans as of the effective date of such change. All computations of interest for Base Rate Loans when the Base Rate is determined by the “prime rate” charges shall be made computed on the basis of actual days elapsed over a year of 365 or 366 360 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year). On the last Business Day of each calendar quarter hereafter and on the Termination Date, the Borrower The Borrowers shall pay to the Administrative Agent, for the ratable benefit of the Lenders, interest accrued from the last Business Day of the preceding calendar quarter to the last Business Day of such calendar quarter (or accrued to the Termination Date in the case of a payment on the Termination Date) on all Base Rate Loans in arrearsarrears on the first day of each month hereafter and on the Termination Date. The Borrower Borrowers shall pay to the Administrative Agent, for the ratable benefit of the Lenders, interest on all SOFR LIBOR Rate Loans in arrears on each SOFR LIBOR Interest Payment Date.

Interest Rates. All outstanding Term Loans to the Borrower shall (i) Each Loan and LC Borrowing will bear interest on the unpaid principal amount thereof (including, to the extent permitted by law, on interest thereon not paid when due) from the applicable Funding Date to but excluding the date made until paid in full in cash of repayment (whether at stated maturity, by acceleration, because of mandatory prepayment or otherwise) at the following rates: (A) Eurodollar Loans and Eurodollar LC Borrowings will bear interest during each Interest Period at a rate per annum equal to LIBOR as determined by reference to the Base Rate or Adjusted Term SOFR for such Interest Period plus the Applicable Margin, but not to exceed computed on each date on which interest is due on such Loans or LC Borrowings, as the Maximum Rate. If at any time Term Loans are outstanding with respect to which the Borrower has not delivered to the Agent a notice specifying case may be, on the basis of a year of 360 days for determining the interest rate applicable thereto in accordance herewith, those Term Loans shall be treated as actual number of days elapsed; and (B) Base Rate Loans 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 Term Loans shall Base Rate LC Borrowings will bear interest as follows: (i) For all Base Rate Loans, during each Interest Period at a fluctuating rate per annum rate equal to the Base Rate plus the Applicable Margin; and (ii) For all SOFR Rate Loans, at a fluctuating per annum rate equal to Adjusted Term SOFR plus the Applicable Margin. Each change in computed on each date on which interest is due on the Base Rate (Loans or any component thereof) shall be reflected in the interest rate applicable to Base Rate Loans as of the effective date of such change. All computations of interest for Base Rate Loans when the Base Rate is determined by LC Borrowings, as the “prime rate” shall be made case may be, on the basis of a year of 365 365/366 days, as applicable, for the actual number of days elapsed; (ii) If a Default or 366 daysEvent of Default has occurred and is continuing, all Eurodollar Loans and Eurodollar LC Borrowings shall automatically convert into Base Rate Loans or Base Rate LC Borrowings, as the case may be, at the end of the then-current Interest Period (and actual days elapsedshall bear interest as specified in Section 2.3(a)(i)(B) in addition to the default interest described in Section 2.3(d)). All other computations Upon the Administrative Agent’s determination that such Default or Event of fees Default has ceased, the Administrative Agent shall notify Borrower and the Lenders of such determination, whereupon each Base Rate Loan and Base Rate LC Borrowing will automatically, on the last day of the then-current Interest Period, bear interest as a Eurodollar Loan or a Eurodollar LC Borrowing, as the case may be, in accordance with this Agreement. (iii) LIBOR during a particular Interest Period will be determined on the day that is two (2) Business Days prior to the first day of such Interest Period. Borrower may contact the Administrative Agent telephonically at any time prior to such date to select thirty (30), sixty (60) or ninety (90) day LIBOR. Borrower shall confirm such telephonic notice to the Administrative Agent by telecopy on the day such notice is given. If Borrower fails to notify the Administrative Agent of the LIBOR option in accordance with this Section 2.3(a)(iii), LIBOR shall be made based on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year). On the last Business Day of each calendar quarter hereafter and on the Termination Date, the Borrower shall pay to the Agent, for the ratable benefit of the Lenders, interest accrued from the last Business Day of the preceding calendar quarter to the last Business Day of such calendar quarter (or accrued to the Termination Date in the case of a payment on the Termination Date) on all Base Rate Loans in arrears. The Borrower shall pay to the Agent, for the ratable benefit of the Lenders, interest on all SOFR Rate Loans in arrears on each SOFR Interest Payment Date.ninety

Interest Rates. All outstanding Term Loans (a) So long as no Event of Default under this Agreement has occurred and is continuing with respect to the such Borrower, each Base Rate Loan made to such Borrower shall bear interest on the unpaid outstanding principal amount thereof (includingthereof, to the extent permitted by law, on interest thereon not paid when due) for each day from the date such Base Rate Loan is made until paid in full in cash it becomes due, at a rate determined by reference to the Base Rate or Adjusted Term SOFR plus the Applicable Margin, but not to exceed the Maximum Rate. If at any time Term Loans are outstanding with respect to which the Borrower has not delivered to the Agent a notice specifying the basis for determining the interest rate applicable thereto in accordance herewith, those Term Loans shall be treated as Base Rate Loans 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 Term Loans shall bear interest as follows: (i) For all Base Rate Loans, at a fluctuating per annum rate equal to the Adjusted Base Rate plus the Applicable Margin; and (ii) For all SOFR Rate Loans, at a fluctuating per annum rate equal to Adjusted Term SOFR plus the Applicable MarginRate. Each change in the Base Rate (or any component thereof) Interest shall be reflected payable quarterly in the interest rate applicable to Base Rate Loans as of the effective date of such change. All computations of interest for Base Rate Loans when the Base Rate is determined by the “prime rate” shall be made arrears on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year). On the last first Business Day of each calendar quarter hereafter commencing on the first such date after such Base Rate Loan is made, and at the maturity of the Loans (whether by reason (i) Immediately upon the occurrence and during the continuance of an Event of Default with respect to a Borrower under Section 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 with respect to a Borrower, each Base Rate Loan made to such Borrower 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 the Loans, whether by reason of acceleration or otherwise, each Base Rate 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. (b) So long as no Event of Default under this Agreement has occurred and is continuing with respect to such Borrower, each SOFR Loan made to such Borrower shall bear interest on the outstanding principal amount thereof for each Interest Period applicable thereto at a rate per annum equal to Term SOFR plus the Applicable Rate for SOFR Loans. Interest shall be payable for each Interest Period on the last day thereof, unless the duration of such Interest Period 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 Termination last day of such Interest Period, and at the maturity of the Loans (whether by reason of acceleration or otherwise); provided, that 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 with respect to a Borrower under Section 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 with respect to a Borrower, each SOFR Loan made to such Borrower 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 maturity of the Loans, 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) So long as no Event of Default under this Agreement has occurred and is continuing with respect to such Borrower, each Swingline Loan made to such Borrower shall bear interest as set forth in Section 2.01(c). (i) Immediately upon the occurrence and during the continuance of an Event of Default with respect to a Borrower under Section 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 with respect to a Borrower, for each day from the date such Swingline Loan is made until it becomes due, each Swingline Loan made to such Borrower shall bear interest on the outstanding principal amount thereof 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. Notwithstanding the provisions of Section 2.05(a), interest on Swingline Loans shall be payable at the earlier of (i) the Swingline Maturity Date, (ii) on the Borrower shall pay to the Agent, for the ratable benefit of the Lenders, interest accrued from the last first Business Day of the preceding each calendar quarter commencing on the first such date after such Swingline Loan is made, and (iii) 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 Swingline Commitment has been terminated, then accrued interest in respect of all Swingline Loans shall be payable together with such repayment or prepayment on the date thereof. From and after the maturity of the Loans, whether by reason of acceleration or otherwise, each Swingline 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. (d) The Administrative Agent shall determine each interest rate applicable to the last Business Day 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 with respect to a Borrower under Section 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 with respect to a Borrower, all other overdue ▇▇▇▇▇▇▇▇’s Obligations of such calendar quarter Borrower (other than Borrower’s Obligations of such Borrower 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 default interest shall be payable on demand. For the avoidance of doubt, interest shall continue to accrue on a ▇▇▇▇▇▇▇▇’s Obligations after the filing by or accrued against such 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 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 Termination Date previous sentence. (g) The Administrative Agent shall promptly notify the applicable 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, and upon each change in the case Prime Rate; provided, however, that the failure of a payment the Administrative Agent to provide such Borrower or the Banks with any such notice shall neither affect any obligations of such Borrower or the Banks hereunder nor result in any liability on the Termination Date) part of the Administrative Agent to such Borrower or any Bank. Each such determination shall, absent manifest error, be conclusive and binding on all Base Rate Loans 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 arrearsany 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 Borrower shall pay to Administrative Agent will promptly notify the Agent, for Borrowers and the ratable benefit Banks of the Lenders, interest on all SOFR Rate Loans effectiveness of any Conforming Changes in arrears on each SOFR Interest Payment Dateconnection with the use or administration of Term SOFR.

Interest Rates. All outstanding Term Loans to the Borrower Obligations shall bear interest on the unpaid principal amount thereof (including, to the extent permitted by law, on interest thereon not paid when due) from the date made until paid in full in cash at a rate determined by reference to the Base Reference Rate or Adjusted Term SOFR plus the Applicable MarginLIBO Rate and Sections 3.1(a)(1) or (2), as applicable, but not to exceed the Maximum RateRate described in Section 3.4. Subject to the provisions of Section 3.2, 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 Term Loans are outstanding with respect to which the Borrower notice has not been delivered to the Agent a notice Collateral Agent, in accordance with the terms of this Agreement specifying the basis for determining the interest rate applicable thereto in accordance herewiththereto, then those Term Loans shall be treated as Base 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 Collateral Agent in accordance with this Agreement and such notice has become effective. Except as otherwise provided herein, the Term Loans outstanding Obligations shall bear interest as follows: (i1) For all Base Obligations other than LIBOR Loans, including all Loans which are Reference Rate Loans, at a fluctuating per annum rate equal to the Base Applicable Reference Rate Margin, plus the Applicable MarginReference Rate; and (ii2) For all SOFR Rate LIBOR Loans, at a fluctuating per annum rate equal to Adjusted Term SOFR the Applicable LIBOR Margin, plus the LIBO Rate determined for the applicable Interest Period. The Applicable Reference Rate Margin, the Applicable LIBOR Margin and the Applicable L/C Fee Margin will be zero percent (0.0%), one and one-quarter percent (1.25%) and one and one quarter percent (1.25%), respectively as of the Amendment Effective Date. Thereafter, the Applicable Margins will be adjusted (up or down) on a quarterly basis as determined by the applicable Interest Coverage Ratio (determined as of the last day of each fiscal quarter thereafter, for the four fiscal quarters ending on such day). Such adjustments shall be effective, on a retroactive basis, as of the first day of the fiscal quarter immediately following the fiscal quarter for which such Interest Coverage Ratio shall have been determined, following the Collateral Agent's receipt of the applicable quarterly unaudited Financial Statements demonstrating the basis for an adjustment. Concurrently with the delivery of such Financial Statements, Imation (for itself and as agent for Enterprise) shall deliver to the Collateral Agent and the Lenders a certificate, signed by its chief financial officer, its treasurer or any of its assistant treasurers, setting forth in reasonable detail the basis for the continuance of, or any change in, the Applicable Margins. Failure to timely deliver such Financial Statements shall, in addition to any other remedy provided for in this Agreement, result in an increase in the Applicable Margins to the highest level set forth in the foregoing grid, effective for each day on which such Financial Statements shall not have been delivered on a timely basis. If a Default or an Event of Default shall have occurred or be continuing at the time any reduction in the Applicable Margins is to be implemented, that reduction shall be deferred until the date on which such Default or Event of Default is waived or cured. Adjustments in Applicable Margins will be determined by reference to the following grids: greater than or equal to 4.5 to 1.0 Level I greater than or equal to 3.5 to 1.0, but less than 4.5 to 1.0 Level II greater than or equal to 2.5 to 1.0, but less than 3.5 to 1.0 Level III less than 2.5 to 1.0 Level IV Applicable Reference Rate Margin 0.0 % 0.0 % 0.25 % 0.5 % Applicable LIBOR Margin 1.25 % 1.5 % 1.75 % 2.0 % Applicable L/C Fee Margin 1.25 % 1.5 % 1.75 % 2.0 % Each change in the Base Reference Rate (or any component thereof) shall be reflected in the interest rate applicable to Base Rate Loans described in clause 3.1(a)(1) above as of the effective date of such change. All computations of interest for Base Rate Loans when the Base Rate is determined by the “prime rate” charges shall be made computed on the basis of a year of 365 or 366 days, as the case may be, 360 days and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, Except as applicable, being paid than if computed on the basis of a 365-day year). On the last Business Day of each calendar quarter hereafter and on the Termination Date, the Borrower shall pay to the Agent, for the ratable benefit of the Lendersotherwise provided herein, interest accrued from the last Business Day of the preceding calendar quarter to the last Business Day of such calendar quarter (or accrued to the Termination Date in the case of a payment on the Termination Date) on all Base Rate Loans in arrears. The Borrower each Loan shall pay to the Agent, for the ratable benefit of the Lenders, interest on all SOFR Rate Loans be payable in arrears on the first day of each SOFR Interest Payment Datemonth hereafter.

Interest Rates. All outstanding Term Loans to the Borrower shall bear interest on the The unpaid principal amount thereof (including, to of the extent permitted by law, on interest thereon not paid when due) from the date made until paid in full in cash at a rate determined by reference to the Base Rate or Adjusted Term SOFR plus the Applicable Margin, but not to exceed the Maximum Rate. If at any time Term Loans are outstanding with respect to which the Borrower has not delivered to the Agent a notice specifying the basis for determining the interest rate applicable thereto in accordance herewith, those Term Loans shall be treated as Base Rate Loans 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 Term Loans shall bear interest for each day until due at one or more rates selected by the Borrower from among the Options set forth below (subject to the permitted interest rates that may be selected for each type of Loan as follows:described below); it being understood that, subject to the provisions of this Credit Agreement, the Borrower may select different Options to apply simultaneously to different Portions of the Loans but may select no more than six (6) different Interest Periods to apply to Eurodollar Rate Loans; provided however, notwithstanding the Borrower's right to select different Interest Periods to apply to Eurodollar Rate Loans, the Borrower agrees that during the Syndications Period the Borrower shall only be permitted to elect Interest Periods of one (1) month to apply to the Revolving Credit Loans. In the event that any Swing Loan or Supplemental Swing Loan is bearing interest at the Money Market Rate Option, no additional Swing Loans or Supplemental Swing Loans, as the case may be, may be borrowed at, or converted to, the Money Market Rate Option with respect to such type of Loans. Borrower shall manage the Interest Periods during the Syndications Period in a manner to permit the inclusion of Additional Bank(s) and, in the event that it is necessary to terminate one or more Eurodollar Rate tranches prior to the end of an Interest Period in order to join an Additional Bank, Borrower shall compensate the Banks in accordance with Section 2.6(ii) below. The Revolving Credit Loans shall bear interest at either the Base Rate Option or the Eurodollar Rate Option. The Swing Loans shall bear interest at the Base Rate Option or the Money Market Rate Option. The Supplemental Swing Loans shall bear interest at either the Money Market Rate Option or the Base Rate Option. (i) For all Base Rate Loans, at a fluctuating per annum rate equal to Option. Interest under the Base Rate plus the Applicable Margin; and (ii) For all SOFR Rate Loans, Option shall accrue at a fluctuating rate per annum rate equal to Adjusted Term SOFR plus the Applicable Margin. Each change in the Base Rate (or any component thereof) shall be reflected in the interest rate applicable to Base Rate Loans as of the effective date of such change. All computations of interest for Base Rate Loans when the Base Rate is determined by the “prime rate” shall be made on computed upon the basis of a year of 365 or 366 days, as the case may be, and the actual number of days elapsed) for each day equal to the Base Rate. (ii) Eurodollar Rate Option. All other computations of fees and interest Interest under the Eurodollar Rate Option shall be made on accrue at a rate per annum (computed upon the basis of a 360-year of 360 days and the actual number of days elapsed) for each day year equal to the sum of (A) the Eurodollar Rate for each Interest Period plus (B) the Applicable Eurodollar Rate Margin as determined below. ==================================================== =========================== APPLICABLE EURODOLLAR RATIO OF TOTAL FUNDED DEBT TO EBITDA RATE MARGIN (PER ANNUM) ---------------------------------------------------- --------------------------- Greater than 1.75 to 1.0 112.5 basis points ---------------------------------------------------- --------------------------- Greater than 1.0 to 1.0, but less than or 90 basis points equal to 1.75 to 1.0 ---------------------------------------------------- --------------------------- Less than or equal to 1.0 to 1.0 67.5 basis points ==================================================== =========================== Upon receipt by the Agent of the quarterly financial statements delivered pursuant to Subsection 5.2(a) hereof, the Applicable Eurodollar Rate Margin shall be adjusted, if necessary, effective on the first day of the calendar month following delivery of such quarterly financial statements. In calculating the above ratio, Total Funded Debt shall be determined as of the end of such Fiscal Quarter and actual days elapsed EBITDA shall be measured, on a rolling four quarter basis, for the immediately preceding four Fiscal Quarters then ended. (which results in more fees or interest, as applicable, being paid than if iii) Money Market Rate Option. Interest under the Money Market Rate Option shall accrue at a rate per annum (computed on upon the basis of a 365-year of 360 days and the actual number of days elapsed) for each day year)equal to the sum of (A) the Money Market Rate in effect on each given day plus (B) the Applicable Money Market Rate Margin as determined below. On ==================================================== =========================== APPLICABLE MONEY MARKET RATIO OF TOTAL FUNDED DEBT TO EBITDA RATE MARGIN (PER ANNUM) ---------------------------------------------------- --------------------------- Greater than 1.75 to 1.0 112.5 basis points ---------------------------------------------------- --------------------------- Greater than 1.0 to 1.0, but less than or 90 basis points equal to 1.75 to 1.0 ---------------------------------------------------- --------------------------- Less than or equal to 1.0 to 1.0 67.5 basis points ==================================================== =========================== Upon receipt by the last Business Day Agent of each calendar quarter hereafter and the quarterly financial statements delivered pursuant to Subsection 5.2(a) hereof, the Applicable Money Market Rate Margin shall be adjusted, if necessary, effective on the Termination Datefirst day of the calendar month following delivery of such quarterly financial statements. In calculating the above ratio, Total Funded Debt shall be determined as of the Borrower end of such Fiscal Quarter and EBITDA shall pay to the Agentbe measured, on a rolling four quarter basis, for the ratable benefit of the Lenders, interest accrued from the last Business Day of the immediately preceding calendar quarter to the last Business Day of such calendar quarter (or accrued to the Termination Date in the case of a payment on the Termination Date) on all Base Rate Loans in arrears. The Borrower shall pay to the Agent, for the ratable benefit of the Lenders, interest on all SOFR Rate Loans in arrears on each SOFR Interest Payment Datefour Fiscal Quarters then ended.

Interest Rates. All outstanding Term Loans to the Borrower shall (i) Each Loan will bear interest on the unpaid principal amount thereof (including, to the extent permitted by law, on interest thereon not paid when due) from the applicable Funding Date to but excluding the date made until paid in full in cash of repayment (whether at stated maturity, by acceleration, because of mandatory prepayment or otherwise) at the following rates: (A) Eurodollar Loans will bear interest during each Interest Period at a rate per annum equal to LIBOR as determined by reference for such Interest Period pursuant to the Base Rate or Adjusted Term SOFR Section 2.3(b) plus the Applicable MarginMargin for Eurodollar Loans, but not to exceed the Maximum Rate. If at any time Term computed on each date on which interest is due on such Loans are outstanding with respect to which the Borrower has not delivered to the Agent a notice specifying on the basis of a year of 360 days for determining the interest rate applicable thereto in accordance herewith, those Term Loans shall be treated as actual number of days elapsed; and (B) Base Rate Loans 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 Term Loans shall will bear interest as follows: (i) For all Base Rate Loans, during each Interest Period at a fluctuating rate per annum rate equal to the Base Rate plus the Applicable Margin; and (ii) For all SOFR Margin for Base Rate Loans, at a fluctuating per annum rate equal to Adjusted Term SOFR plus the Applicable Margin. Each change in computed on each date on which interest is due on the Base Rate (or any component thereof) shall be reflected in the interest rate applicable to Base Rate Loans as of the effective date of such change. All computations of interest for Base Rate Loans when the Base Rate is determined by the “prime rate” shall be made on the basis of a year of 365 or 366 365/366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on for the basis actual number of a 365days elapsed. (ii) If an Event of Default has occurred and is continuing, all Eurodollar Loans will automatically convert into Base Rate Loans at the end of the then-day yearcurrent Interest Period (and will bear interest as specified in Section 2.3(a)(i)(B) in addition to any default interest required under Section 2.3(d)). On Upon the last Business Day Administrative Agent’s determination that such Event of each calendar quarter hereafter Default has ceased, the Administrative Agent will notify the Borrower and on the Termination DateLenders of such determination. Following the Borrower’s receipt of notice of the aforementioned determination, the Borrower shall pay may request, by notice to the Administrative Agent, for that any such Base Rate Loan be converted into a Eurodollar Loan. The Administrative Agent will cause such conversion to occur on the ratable benefit last day of the Lenders, interest accrued Interest Period during which the Administrative Agent receives such notice from the last Borrower, unless the Administrative Agent receives such notice less than three (3) Business Day Days prior to the end of such Interest Period, in which case the conversion will occur at the end of the preceding calendar quarter next Interest Period. (iii) LIBOR during a particular Interest Period will be determined on the day that is two (2) Business Days prior to the last Business Day first day of such calendar quarter (or accrued to the Termination Date in the case of a payment on the Termination Date) on all Base Rate Loans in arrearsInterest Period. The Borrower shall pay may contact the Administrative Agent telephonically at any time prior to such date to select one (1), two (2), three (3), six (6) or nine (9) month LIBOR with respect to any new or existing Eurodollar Loan or to request that a Base Rate Loan be converted into a Eurodollar Loan or vice versa. The Borrower will confirm such telephonic notice to the Agent, for Administrative Agent by telecopy on the ratable benefit day such notice is given. If the Borrower fails to notify the Administrative Agent of the LendersLIBOR option in accordance with this Section 2.3(a)(iii), LIBOR will be based on three (3) month deposits. The Administrative Agent will, as soon as practicable (and, in any case, within two (2) Business Days) after a Loan is made, continued or converted, notify the Borrower of each determination of LIBOR applicable to each Loan. (iv) Each determination by the Administrative Agent of the Interest Rate applicable to any Loan pursuant to this Section 2.3(a) will be conclusive and binding on the parties absent manifest error. (v) LC Disbursements and Swingline Loans will bear interest on all SOFR according to the provisions applicable to Base Rate Loans in arrears on each SOFR Interest Payment DateLoans.

Interest Rates. All outstanding Term Loans to the Borrower Obligations shall bear interest on the unpaid principal amount thereof (including, to the extent permitted by law, on interest thereon not paid when due) from the date made until paid in full in cash at a rate determined by reference to the Base Rate or Adjusted Term SOFR the LIBOR Rate plus the Applicable MarginMargins as set forth below, but not to exceed the Maximum Rate. If at any time Term Loans are outstanding with respect to which the Borrower Palco has not delivered to the Agent a notice specifying the basis for determining the interest rate applicable thereto in accordance herewith, those Term Loans shall be treated as bear interest at a rate determined by reference to the Base Rate Loans 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 Term Loans outstanding Obligations shall bear interest as follows: (i) For all Base Rate Loans and other Obligations (other than LIBOR Rate Loans, ) at a fluctuating per annum rate equal to the Base Rate plus the Applicable Margin; and (ii) For all SOFR LIBOR Rate Loans, Loans at a fluctuating per annum rate equal to Adjusted Term SOFR the LIBOR Rate plus the Applicable Margin. Each change in the Base Rate (or any component thereof) shall be reflected in the interest rate applicable to Base Rate Loans as of the effective date of such change. All computations of interest for Base Rate Loans when the Base Rate is determined by the “prime rate” charges shall be made computed on the basis of a year of 365 or 366 days, as the case may be, and actual 360 days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, interest being paid than if computed on the basis of a 365-365 day year). On the last Business Day of each calendar quarter hereafter and on the Termination Date, the Borrower The Borrowers shall pay to the Agent, for the ratable benefit of the Lenders, interest accrued from the last Business Day of the preceding calendar quarter to the last Business Day of such calendar quarter (or accrued to the Termination Date in the case of a payment on the Termination Date) on all Base Rate Loans in arrearsarrears on the first day of each month hereafter and on the Termination Date. The Borrower Borrowers shall pay to the Agent, for the ratable benefit of the Lenders, interest on all SOFR LIBOR Rate Loans in arrears on each SOFR LIBOR Interest Payment Date.

Interest Rates. All outstanding Term Loans to the Borrower Obligations shall bear interest on the unpaid principal amount thereof (including, to the extent permitted by law, on interest thereon not paid when due) from the date made until paid in full in cash at a rate determined by reference to the Base Rate or Adjusted Term SOFR plus the LIBOR Rate PLUS the Applicable MarginMargins as set forth below, but not to exceed the Maximum Rate. If at any time Term Loans are outstanding with respect to which the Borrower has not delivered to the Agent Lender a notice specifying the basis for determining the interest rate applicable thereto in accordance herewith, those Term Loans shall be treated as bear interest at a rate determined by reference to the Base Rate Loans until notice to the contrary has been given to the Agent Lender in accordance with this Agreement and such notice has become effective. Except as otherwise provided herein, the Term Loans outstanding Obligations shall bear interest as follows: (i) For all Base Rate Revolving Loans, Base Rate Term Loans, and other Obligations (other than LIBOR Rate Loans) at a fluctuating per annum rate equal to the Base Rate plus PLUS the Applicable Margin; and; (ii) For all SOFR Rate Loans, LIBOR Revolving Loans at a fluctuating per annum rate equal to Adjusted the LIBOR Rate PLUS the Applicable Margin. (iii) For all LIBOR Term SOFR plus Loans at a per annum rate equal to the LIBOR Rate PLUS the Applicable Margin. Each change in the Base Rate (or any component thereof) shall be reflected in the interest rate applicable to Base Rate Loans as of the effective date of such change. All computations of interest for Base Rate Loans when the Base Rate is determined by the “prime rate” charges shall be made computed on the basis of a year of 365 or 366 days, as the case may be, and actual 360 days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, interest being paid than if computed on the basis of a 365-day year). On The Borrower shall pay to the last Business Day Lender interest accrued on all Base Rate Loans and on all LIBOR Rate Loans in arrears on the first day of each calendar quarter month hereafter and on the Termination Date, the Borrower shall pay to the Agent, for the ratable benefit of the Lenders, interest accrued from the last Business Day of the preceding calendar quarter to the last Business Day of such calendar quarter (or accrued to the Termination Date in the case of a payment on the Termination Date) on all Base Rate Loans in arrears. The Borrower shall pay to the Agent, for the ratable benefit of the Lenders, interest on all SOFR Rate Loans in arrears on each SOFR Interest Payment Date.

Interest Rates. All (a) The outstanding Term Loans to principal balance under the Borrower Loan shall bear interest on the unpaid principal amount thereof (including, at a per annum rate of interest equal to the extent permitted by law, on interest thereon not paid when due) Contract Rate (as may be adjusted from the date made until paid in full in cash at a rate determined by reference time to the Base Rate or Adjusted Term SOFR plus the Applicable Margin, but not to exceed the Maximum Rate. If at any time Term Loans are outstanding with respect to which the Borrower has not delivered to the Agent a notice specifying the basis for determining the interest rate applicable thereto in accordance herewith, those Term Loans shall be treated as Base Rate Loans until notice to the contrary has been given to the Agent in accordance with this Agreement and such notice has become effectiveSection 2.6.1). Except Whenever, subsequent to the date hereof, the LIBOR Rate is increased or decreased (as otherwise provided determined on the date that is two (2) Business Days prior to each Payment Date), the Contract Rate, as set forth herein, the Term Loans shall bear interest be similarly changed effective as follows: (i) For all Base Rate Loansof such subsequent Payment Date, at a fluctuating per annum rate without notice or demand of any kind by an amount equal to the Base Rate plus the Applicable Margin; and (ii) For all SOFR Rate Loans, at a fluctuating per annum rate equal to Adjusted Term SOFR plus the Applicable Margin. Each amount of such change in the Base LIBOR Rate on the date that [Biolase] Credit Agreement #61304369 is two (or 2) Business Days prior to each such Payment Date. The interest due on the principal balance of the Loan outstanding as of any component thereof) Payment Date shall be reflected computed for the actual number of days elapsed during the period in the interest rate applicable to Base Rate Loans as of the effective date of such change. All computations of interest for Base Rate Loans when the Base Rate is determined by the “prime rate” shall be made question on the basis of a year consisting of 365 or 366 days, as the case may be, three hundred sixty (360) days and actual days elapsed. All other computations of fees and interest shall be made on calculated by determining the basis average daily principal balance outstanding for each day of a 360-day year and actual days elapsed (which results such period in more fees or interest, as applicable, being paid than if computed on question. The daily rate shall be equal to 1/360th times the basis of a 365-day year)Contract Rate. On the last Business Day of each calendar quarter hereafter and on the Termination Date, the Borrower shall pay to the Agent, If any statement furnished by Agent for the ratable benefit of the Lenders, interest accrued from the last Business Day of the preceding calendar quarter to the last Business Day of such calendar quarter (or accrued to the Termination Date in the case amount of a payment due exceeded the actual amount that should have been paid because the LIBOR Rate decreased and such decrease was not reflected in such statement, Borrower shall make the payment specified in such statement from Agent and Borrower shall receive a credit for the overpayment, which credit shall be applied towards the next subsequent payment due hereunder. If any statement furnished by Agent for the amount of a payment due was less than the actual amount that should have been paid because the LIBOR Rate increased and such increase was not reflected in such statement, Borrower shall make the payment specified in such statement from Agent and Borrower shall be required to pay any resulting underpayment with the next subsequent payment due hereunder; for the avoidance of doubt, any payment that is made that is in an amount less than the actual amount that should have been paid because a LIBOR Rate increase was not reflected in a statement furnished by the Agent shall not be considered a Default or Event of Default hereunder. (b) Borrower recognizes and acknowledges that any default on any payment, or portion thereof, due hereunder or to be made under any of the Termination Date) on all Base Rate Loans other Loan Documents, will result in arrearslosses and additional expenses to Agent in servicing the Loan, and in losses due to Lenders’ loss of the use of funds not timely received. Borrower further acknowledges and agrees that in the event of any such Default, Lenders would be entitled to damages for the detriment proximately caused thereby, but that it would be extremely difficult and impracticable to ascertain the extent of or compute such damages. Therefore, upon the Term Loan Maturity Date and/or upon the occurrence and during the existence of an Event of Default (or upon any acceleration), interest shall automatically accrue hereunder, without notice to Borrower, at the Default Rate. The Borrower Default Rate shall pay be calculated and due from the date that the Event of Default occurred and shall be payable upon demand. (c) Notwithstanding anything herein to the Agentcontrary, if at any time the interest rate for any Loan (if applicable), together with all fees, charges and other amounts that are treated as interest on such Loan under applicable law (collectively, “charges”), shall exceed the ratable benefit maximum lawful rate (the “Maximum Rate”) that may be contracted for, charged, taken, received or reserved by the Lender holding such Loan in accordance with applicable law, the rate of interest payable in respect of such Loan hereunder (if applicable), together with all charges payable in respect of the LendersLoan, shall be limited to the Maximum Rate. To the extent lawful, the interest on all SOFR and charges that would have been paid in respect of such Loan but were not paid as a result of the operation of this Section shall be cumulated and the interest (if any) and charges payable to such Lender in respect of other Loans or periods shall be increased (but not above the amount collectible at the Maximum Rate Loans therefor) until such cumulated amount, together with interest thereon at the Federal Funds Effective Rate for each day to the date of repayment, shall have been received by such Lender. Any amount collected by such Lender that exceeds the maximum amount collectible at the Maximum Rate shall be applied to the reduction of the principal balance of such Loan or refunded to the Borrower so that at no time shall the interest (if any) and charges paid or payable in arrears on each SOFR Interest Payment Daterespect of such Loan exceed the maximum amount collectible at the Maximum Rate.