Common use of Interest Clause in Contracts

Interest. (a) The Loans comprising each Base Rate Borrowing shall bear interest at the Base Rate plus the Applicable Margin; provided that notwithstanding the foregoing, such interest rate shall at no time be less than 0.00% per annum. (b) The Loans comprising each Eurodollar Borrowing shall bear interest at the Adjusted Eurodollar Rate for the Interest Period in effect for such Borrowing plus the Applicable Margin; provided that notwithstanding the foregoing, such interest rate shall at no time be less than 0.00% per annum. (c) Notwithstanding the foregoing, if any principal of or interest on any Loan or any fee or other amount payable by the Borrower hereunder is not paid when due, whether at stated maturity, upon acceleration or otherwise, such overdue amount shall bear interest, after as well as before judgment, at a rate per annum equal to (i) in the case of overdue principal of any Loan, 2.00% plus the rate otherwise applicable to such Loan as provided in clause (a) or (b) of this Section or (ii) in the case of any other amount, 2.00% plus the rate applicable to Base Rate Loans as provided in clause (a) of this Section. (d) Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date for such Loan; provided that (i) interest accrued pursuant to clause (c) of this Section shall be payable on demand, (ii) in the event of any repayment or prepayment of any Loan, accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment, and (iii) in the event of any conversion of any Eurodollar Loan prior to the end of the current Interest Period therefor in accordance with this Agreement, accrued interest on such Loan shall be payable on the effective date of such conversion. (e) All interest hereunder shall be computed on the basis of a year of 360 days, except that interest computed by reference to the Base Rate at times when the Base Rate is based on the Prime Rate shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and in each case shall be payable for the actual number of days elapsed (including the first day but excluding the last day). The applicable Base Rate, Adjusted Eurodollar Rate or Eurodollar Rate shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error.

Interest. (a) The Loans comprising Borrower agrees to pay interest in respect of the unpaid principal amount of each Base Rate Borrowing shall bear interest Loan from the date the proceeds thereof are made available to the Borrower until the maturity (whether by acceleration or otherwise) of such Loan at a rate per annum which shall, during each Interest Period applicable thereto, be equal to the Base Rate plus sum of the Applicable Margin; provided that notwithstanding Margin and the foregoing, Eurodollar Rate for such interest rate shall at no time be less than 0.00% per annumInterest Period. (b) The Loans comprising each Eurodollar Borrowing If the Borrower fails to pay any amount payable by it under a Credit Document on its due date, interest shall bear accrue on the overdue amount (in the case of overdue interest to the extent permitted by law) from the due date up to the date of actual payment (both before and after judgment) at the Adjusted Eurodollar Rate for the Interest Period in effect for such Borrowing a rate which is, subject to paragraph (c) below, 2% plus the Applicable Margin; provided that notwithstanding rate which would have been payable if the foregoingoverdue amount had, such during the period of non payment, constituted a Loan for successive Interest Periods, each of a duration selected by the Administrative Agent. Any interest rate accruing under this Section 2.07(b) shall at no time be less than 0.00% per annumimmediately payable by the Borrower on demand by the Administrative Agent. (c) Notwithstanding If any overdue amount consists of all or part of a Loan which became due on a day which was not the foregoing, if any principal last day of or interest on any Loan or any fee or other amount payable by an Interest Period relating to such Loan: (i) the Borrower hereunder is not paid when due, whether at stated maturity, upon acceleration or otherwise, such first Interest Period for that overdue amount shall bear interest, after as well as before judgment, at have a rate per annum duration equal to the unexpired portion of the current Interest Period relating to that Loan; and (iii) in the case rate of interest applying to the overdue principal of any Loan, 2.00amount during that first Interest Period shall be 2% plus the rate otherwise which would have applied if the overdue amount had not become due. Default interest (if unpaid) arising on the overdue amount will be compounded with the overdue amount at the end of each Interest Period applicable to such Loan as provided in clause (a) or (b) of this Section or (ii) in the case of any other amount, 2.00% plus the rate applicable to Base Rate Loans as provided in clause (a) of this Sectionthat overdue amount but will remain immediately due and payable. (d) Accrued and unpaid interest on each Loan shall be payable in arrears respect of each Loan, on the last day of each Interest Period applicable thereto and, in the case of an Interest Period in excess of three months, on each date occurring at three month intervals after the first day of such Interest Payment Date for such Loan; provided that (i) interest accrued pursuant to clause (c) of this Section shall be payable Period, on demand, (ii) in the event of any repayment or prepayment of any Loan, accrued interest (on the principal amount repaid or prepaid shall be payable prepaid), at maturity (whether by acceleration or otherwise) and, after such maturity, on the date of such repayment or prepayment, and (iii) in the event of any conversion of any Eurodollar Loan prior to the end of the current Interest Period therefor in accordance with this Agreement, accrued interest on such Loan shall be payable on the effective date of such conversiondemand. (e) All interest hereunder Upon each Interest Determination Date, the Administrative Agent shall be computed on determine the basis of a year of 360 days, except that interest computed by reference Eurodollar Rate for each Interest Period applicable to the Base Rate at times when Loans made or to be made pursuant to the Base Rate is based on applicable Borrowing and shall promptly notify the Prime Rate shall be computed on Borrower and the basis of a year of 365 days (or 366 days in a leap year), and in each case shall be payable for the actual number of days elapsed (including the first day but excluding the last day)respective Lenders thereof. The applicable Base Rate, Adjusted Eurodollar Rate or Eurodollar Rate shall be determined by the Administrative Agent, and Each such determination shall be conclusive shall, absent manifest error, be final and conclusive and binding on all parties hereto.

Interest. (a) The Loans comprising each Base Rate ABR Borrowing shall bear interest at the Alternate Base Rate plus the Applicable Margin; provided that notwithstanding the foregoing, such interest rate shall at no time be less than 0.00% per annum. (b) The Loans comprising each Eurodollar LIBOR Borrowing shall bear interest at the Adjusted Eurodollar LIBO Rate for the Interest Period in effect for such Borrowing plus the Applicable Margin; provided that notwithstanding the foregoing, such interest rate shall at no time be less than 0.00% per annum. (c) Notwithstanding the foregoing, if any principal Event of Default occurs (other than an Event of Default described in Section 7.01(f) of the Common Agreement), then from the date such Event of Default occurs until such Event of Default is cured or interest on any waived, (i) each Loan or any fee or other amount payable by the Borrower hereunder is not paid when due, whether at stated maturity, upon acceleration or otherwise, such overdue amount outstanding shall bear interest, after as well as before judgment, interest at a rate per annum equal to (i) in the case of overdue principal of any Loan, 2.002% plus the rate otherwise applicable to such Loan as provided in clause (a) or (b) the preceding paragraphs of this Section or and (ii) all accrued interest on the Loans, fees and other amounts payable by the Borrower under the Loan Documents, in the each case of any other amountthat is due and payable and has not been paid, 2.00shall bear interest at a rate per annum equal to 2% plus the rate otherwise applicable to Base Rate ABR Loans as provided in clause paragraph (a) of this Section. (d) Accrued All accrued interest on each Loan shall be payable in arrears on each Interest Payment Date for such Loan; provided PROVIDED that (i) interest accrued pursuant to clause paragraph (c) of this Section shall be payable on demand, (ii) in the event of any repayment or prepayment of any Loan, accrued interest on the principal amount of such Loan repaid or prepaid shall be payable on the date of such repayment or prepayment, and (iii) in the event of any conversion of any Eurodollar Loan prior to the end of the current Interest Period therefor in accordance with this Agreementtherefor, accrued interest on such Loan shall be payable on the effective date of such conversion. (e) All interest hereunder shall be computed on the basis of a year of 360 days, except that interest computed by reference to the Alternate Base Rate at times when the Alternate Base Rate is based on the Prime Rate shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and in each case shall be payable for the actual number of days elapsed (including the first day but excluding the last day). The applicable Alternate Base Rate, Adjusted Eurodollar Rate or Eurodollar Adjusted LIBO Rate shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest demonstrable error.

Interest. (a) The Loans comprising unpaid principal amount of each Base Rate Borrowing ABR Loan shall bear interest from the date of the Borrowing thereof to but excluding the date of repayment thereof at a rate per annum that shall at all times be the Base Rate Applicable ABR Margin plus the Applicable Margin; provided that notwithstanding the foregoing, such interest rate shall at no ABR in effect from time be less than 0.00% per annumto time. (b) The Loans comprising unpaid principal amount of each Eurodollar Borrowing LIBOR Loan shall bear interest from the date of the Borrowing thereof to but excluding the date of repayment thereof at a rate per annum that shall at all times be the Adjusted Eurodollar Rate for the Interest Period Applicable LIBOR Margin in effect for such Borrowing from time to time plus the Applicable Margin; provided that notwithstanding the foregoing, such interest rate shall at no time be less than 0.00% per annumrelevant Adjusted LIBO Rate. (c) Notwithstanding the foregoingAny amount (whether of principal, if any principal of interest or interest on any Loan or any fee or other amount payable by the Borrower hereunder is Fees) not paid when due, due hereunder or under any other Credit Document (whether at the stated maturity, upon by acceleration or otherwise, such overdue amount ) shall bear interest, to the extent permitted by law (after as well as before judgment), payable on demand, (a) in the case of principal, at the rate that would otherwise be applicable thereto plus 2.00% per annum, and (b) in all other cases, at a rate per annum equal to (i) in the case of overdue principal of any Loan, 2.00% plus the rate otherwise that would be applicable to an ABR Loan that is a Term Loan (and, if there is more than one Class of Term Loans then outstanding, the highest such Loan as provided in clause (a) or (b) of this Section or (ii) in the case of any other amount, 2.00% plus the rate applicable to Base Rate ABR Loans as provided that are Term Loans) plus 2.00% per annum, in clause (a) each case from and including the date of this Sectionsuch non-payment to but excluding the date on which such amount is paid in full. (d) Accrued interest Interest on each Loan shall accrue from and including the date of any Borrowing to but excluding the date of any repayment thereof and shall be payable (i) in respect of each ABR Loan, quarterly in arrears on the last Business Day of each Interest Payment Date for such Loan; provided that (i) interest accrued pursuant to clause (c) calendar quarter of this Section shall be payable on demandthe Borrower, (ii) in the event respect of any repayment or prepayment of any each LIBOR Loan, accrued interest on the principal amount repaid or prepaid shall be payable last day of each Interest Period applicable thereto and, in the case of an Interest Period in excess of three months, on each date occurring at three-month intervals after the date first day of such repayment or prepayment, Interest Period and (iii) in respect of each Loan (except ABR Loans, other than in the event case of prepayments which constitute prepayments in full of all Loans), on any conversion of any Eurodollar Loan prior to the end of the current Interest Period therefor in accordance with this Agreement, accrued interest on such Loan shall be payable prepayment (on the effective date of amount prepaid), on conversion into an ABR Loan, at maturity (whether by acceleration or otherwise) and, after such conversionmaturity, on demand. (e) All computations of interest hereunder shall be computed on the basis of a year of 360 days, except that interest computed by reference to the Base Rate at times when the Base Rate is based on the Prime Rate shall be computed on the basis of a year of 365 days made in accordance with Section 5.5. (or 366 days in a leap year), and in each case shall be payable for the actual number of days elapsed (including the first day but excluding the last day). f) The applicable Base Rate, Adjusted Eurodollar Rate or Eurodollar Rate shall be determined by the Administrative Agent, upon determining the interest rate for any Borrowing of LIBOR Loans, shall promptly notify the Borrower and the relevant Lenders thereof. Each such determination shall, absent clearly demonstrable error, be final and conclusive and binding on all parties hereto. (g) If on any day a Loan is outstanding with respect to which a Notice of Borrowing or Notice of Conversion or Continuation has not been delivered to the Administrative Agent in accordance with the terms hereof specifying the applicable basis for determining the rate of interest, then for that day such Loan shall be conclusive absent manifest erroran ABR Loan.

Interest. (a) The Term Loans comprising each Base Rate ABR Borrowing shall bear interest at the Alternate Base Rate plus the Applicable Margin; provided that notwithstanding the foregoing, such interest rate shall at no time be less than 0.00% per annumRate. (b) The Term Loans comprising each Eurodollar Borrowing shall bear interest at the Adjusted Eurodollar LIBO Rate for the Interest Period in effect for such Borrowing plus the Applicable Margin; provided that notwithstanding the foregoing, such interest rate shall at no time be less than 0.00% per annumRate. (c) [Reserved]. (d) Notwithstanding the foregoing, if upon the occurrence and during the continuance of a Specified Event of Default and, at the request of Required Lenders, any principal other Event of or interest on any Loan or any fee or other amount payable by the Borrower Default, all overdue amounts outstanding hereunder is not paid when due, whether at stated maturity, upon acceleration or otherwise, such overdue amount shall bear interest, after as well as before judgment, at a rate per annum equal to (i) in the case of overdue principal of any Loan, 2.002% plus the rate otherwise applicable to such Loan as provided in clause (a) or (b) the preceding paragraphs of this Section or (ii) in the case of any other overdue amount, 2.002% plus the rate applicable to Base Rate ABR Loans of the relevant Class of Loans as provided in clause paragraph (a) of this Section. (de) Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date for such Loan; provided that (i) interest accrued pursuant to clause paragraph (cd) of this Section shall be payable on demand, (ii) in the event of any repayment or prepayment of any Loan, accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment, prepayment and (iii) in the event of any conversion of any Eurodollar Loan prior to the end of the current Interest Period therefor in accordance with this Agreementtherefor, accrued interest on such Loan shall be payable on the effective date of such conversion. (ef) All interest hereunder shall be computed on the basis of a year of 360 days, except that interest computed by reference to the Alternate Base Rate at times when the Alternate Base Rate is based on the Prime Rate shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and in each case shall be payable for the actual number of days elapsed (including the first day but excluding the last day). The applicable Alternate Base Rate, Adjusted Eurodollar Rate or Eurodollar Adjusted LIBO Rate shall be determined by the Administrative Agent, Agent and such determination shall be conclusive absent manifest error.

Interest. (a) The Loans comprising unpaid principal amount of each Base Rate Borrowing ABR Loan shall bear interest from the date of the Borrowing thereof until maturity (whether by acceleration or otherwise) at a rate per annum that shall at all times be the Base Rate Applicable Margin for ABR Loans plus the Applicable Margin; provided that notwithstanding the foregoingABR, such interest rate shall at no in each case, in effect from time be less than 0.00% per annumto time. (b) The Loans comprising unpaid principal amount of each Eurodollar Borrowing LIBOR Loan shall bear interest from the date of the Borrowing thereof until maturity thereof (whether by acceleration or otherwise) at a rate per annum that shall at all times be the Adjusted Eurodollar Rate Applicable Margin for the Interest Period in effect for such Borrowing LIBOR Loans plus the Applicable Margin; provided that notwithstanding the foregoing, such interest rate shall at no time be less than 0.00% per annumrelevant LIBOR Rate. (c) Notwithstanding If all or a portion of (i) the foregoing, if any principal amount of or interest on any Loan or (ii) any fee interest payable thereon or any other amount payable by the Borrower hereunder is shall not be paid when due, due (whether at the stated maturity, upon by acceleration or otherwise), such overdue amount shall bear interest, after as well as before judgment, interest at a rate per annum equal to (ithe “Default Rate”) that is (x) in the case of overdue principal of any Loanprincipal, the rate that would otherwise be applicable thereto plus 2.00% plus the rate otherwise applicable to such Loan as provided in clause (a) or (b) of this Section or (iiy) in the case of any other overdue amount, including overdue interest, to the extent permitted by applicable law, the rate described in Section 2.8(a) for the applicable Class plus 2.00% plus from the rate applicable date of such non-payment to Base Rate Loans the date on which such amount is paid in full (after as provided in clause (a) of this Sectionwell as before judgment). (d) Accrued interest Interest on each Loan shall accrue from and including the date of any Borrowing to but excluding the date of any repayment thereof and shall be payable in arrears on each Interest Payment Date for such Loanthe same currency in which the Loan is denominated; provided that any Loan that is repaid on the same date on which it is made shall bear interest for one day. Except as provided below, interest shall be payable (i) interest accrued pursuant to clause (c) in respect of this Section shall be payable each ABR Loan, quarterly in arrears on demandthe last Business Day of each fiscal quarter of the Borrower, (ii) in the event respect of any repayment or prepayment of any each LIBOR Loan, accrued interest on the principal amount repaid or prepaid shall be payable last day of each Interest Period applicable thereto and, in the case of an Interest Period in excess of three months, on each date occurring at three-month intervals after the date first day of such repayment or prepaymentInterest Period, and (iii) in the event respect of each Loan, (A) on any conversion of any Eurodollar Loan prior to the end of the current Interest Period therefor prepayment in accordance with this Agreementrespect thereof, accrued interest (B) at maturity (whether by acceleration or otherwise), and (C) after such maturity, on such Loan shall be payable on the effective date of such conversiondemand. (e) All computations of interest hereunder shall be computed on the basis of a year of 360 days, except that interest computed by reference to the Base Rate at times when the Base Rate is based on the Prime Rate shall be computed on the basis of a year of 365 days made in accordance with Section 5.5. (or 366 days in a leap year), and in each case shall be payable for the actual number of days elapsed (including the first day but excluding the last day). f) The applicable Base Rate, Adjusted Eurodollar Rate or Eurodollar Rate shall be determined by the Administrative Agent, upon determining the interest rate for any Borrowing of LIBOR Loans, shall promptly notify the Borrower and the relevant Lenders thereof. Each such determination shall shall, absent clearly demonstrable error, be final and conclusive absent manifest errorand binding on all parties hereto.

Interest. (a) The Loans comprising each Base Rate Borrowing In respect of any overdue amounts hereunder or under the Notes where no provision is made herein or therein for payment of interest thereon, the Company shall bear pay interest on such overdue amounts on demand, calculated from the date such unpaid amount is due until such unpaid amount is paid in full, at the Base Rate plus the Applicable Margin; provided that notwithstanding the foregoing, such interest rate shall at no time be less than 0.00% per annumDefault Rate. (b) The Loans comprising each Eurodollar Borrowing In no event shall bear any interest at or fee to be paid hereunder or under a Note exceed the Adjusted Eurodollar Rate for maximum rate permitted by applicable Laws. In the Interest Period in effect for such Borrowing plus the Applicable Margin; provided that notwithstanding the foregoing, event any such interest rate or fee exceeds such maximum rate, such rate shall at no time be less than 0.00% adjusted downward to the highest rate (expressed as a percentage per annum) or fee that the parties could validly have agreed to by contract on the date hereof under applicable Laws. It is further agreed that any excess actually received by a holder of a Note shall be credited against the principal of the Notes (or, if the principal shall have been or would thereby be paid in full, the remaining amount shall be credited or paid to the Company). (c) Notwithstanding the foregoing, if any principal of or All interest (including interest on any Loan or any fee or other amount overdue interest) payable by the Borrower Company hereunder is not paid when dueand under the Notes shall accrue from day to day, whether at stated maturitycomputed as provided herein, upon acceleration or otherwise, such overdue amount and shall bear interest, be payable after as well as before maturity, demand, default and judgment, at a rate per annum equal to (i) in the case of overdue principal of any Loan, 2.00% plus the rate otherwise applicable to such Loan as provided in clause (a) or (b) of this Section or (ii) in the case of any other amount, 2.00% plus the rate applicable to Base Rate Loans as provided in clause (a) of this Section. (d) Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date for such Loan; provided that (i) interest accrued pursuant to clause (c) of this Section shall be payable on demand, (ii) in the event of any repayment or prepayment of any Loan, accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment, and (iii) in the event of any conversion of any Eurodollar Loan prior to the end of the current Interest Period therefor in accordance with this Agreement, accrued interest on such Loan shall be payable on the effective date of such conversion. (e) All interest hereunder Notes shall be computed on the basis of a 360-day year of 360 days12 30-day months. Solely for purposes of the Interest Act (Canada), except that the yearly rate of interest computed by reference to the Base Rate at times when the Base Rate is based on the Prime Rate shall be computed which interest calculated for a period of less than one year on the basis of a year of 365 360 days consisting of 12 30-day periods is equivalent is such rate of interest multiplied by a fraction of which (or 366 i) the numerator is the product of (A) the actual number of days in a leap year)the year commencing on the first day of such period, multiplied by (B) the sum of (y) the product of 30 multiplied by the number of complete months elapsed in such period and in each case shall be payable for (z) the actual number of days elapsed in any incomplete month in such period; and (including ii) the first day but excluding denominator is the last day). product of (a) 360 multiplied by (b) the actual number of days in such period. (e) The applicable Base Ratetheory of “deemed reinvestment” shall not apply to the computation of interest and no allowance, Adjusted Eurodollar Rate reduction or Eurodollar Rate deduction shall be determined by made for the Administrative Agentdeemed reinvestment of interest in respect of any payments. Calculation of interest shall be made using the nominal rate method, and not the effective rate method, of calculation. (f) To the extent permitted by law, Section 6 of the Judgment Interest Act (Alberta) is hereby waived and shall not apply to this Agreement or the Notes. (g) The interest payment due on the day prior to the maturity date of each Note shall include one additional days’ interest, calculated as if such determination shall be conclusive absent manifest errorinterest due date was such final maturity date.

Interest. (a) The Loans comprising Borrower shall pay interest on the unpaid principal amount of each Loan owing to each Bank from the date of such Loan until such principal amount shall be paid in full, at the following rates per annum: (i) During such periods as such Loan is an Alternate Base Rate Borrowing shall bear interest Loan, a rate per annum equal at all times to the sum of (a) the Alternate Base Rate in effect from time to time plus (b) the Applicable Margin; provided Margin in effect from time to time, payable in arrears quarterly on the last day of each March, June, September and December during such periods and on the date such Alternate Base Rate Loan shall be Converted or paid in full. (ii) During such periods as such Loan is a Eurodollar Rate Loan, a rate per annum equal at all times during each Interest Period for such Loan to the sum of (a) the Eurodollar Rate for such Interest Period for such Loan plus (b) the Applicable Margin in effect from time to time, payable in arrears on the last day of such Interest Period and, if such Interest Period has a duration of more than three months, on each day that notwithstanding occurs during such Interest Period every three months from the foregoing, first day of such interest rate Interest Period and on the date such Eurodollar Rate Loan shall at no time be less than 0.00% per annumConverted or paid in full. (b) The Loans comprising each Eurodollar Borrowing shall bear interest at To the Adjusted Eurodollar Rate for fullest extent permitted by applicable law, the Interest Period in effect for such Borrowing plus the Applicable Margin; provided that notwithstanding the foregoingamount of any principal, such interest rate shall at no time be less than 0.00% per annum. (c) Notwithstanding the foregoinginterest, if any principal of or interest on any Loan or any fee or other amount payable by the Borrower hereunder under this Agreement or any other Loan Document to any Agent or any Bank that is not paid when due, whether at stated maturity, upon acceleration or otherwise, from the date such overdue amount shall bear interestbe due until such amount shall be paid in full, after as well as before judgmentpayable in arrears on the date such amount shall be paid in full and on demand, at a rate per annum equal at all times to (i) 2% per annum above the rate per annum required to be paid, in the case of overdue principal or interest, on the Type of any Loan, 2.00% plus the rate otherwise applicable Loan relating to such Loan as provided in principal or interest pursuant to clause (i) or (ii) of clause (a) or (b) of this Section or (ii) above, as applicable, and, in the case of any all other amountcases, 2.00% plus the rate applicable to on Alternate Base Rate Loans as provided in pursuant to clause (i) of clause (a) of this Sectionabove. (dc) Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date for such Loan; provided that (i) interest accrued Promptly after receipt of the Notice of Borrowing pursuant to Section 2.2(a) (Making of the Loans), a notice of Conversion pursuant to Section 2.8 (Conversion of Loans) or a notice of selection of an Interest Period pursuant to the terms of the definition of “Interest Period”, the Agent shall give notice to the Borrower and each Bank of the applicable Interest Period and the applicable interest rate determined by the Agent for purposes of clause (ca)(i) of this Section or (a)(ii) above. If the Borrower shall be payable on demand, (ii) in fail to select the event duration of any repayment or prepayment of any Loan, accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment, and (iii) in the event of any conversion of Interest Period for any Eurodollar Loan prior to the end of the current Interest Period therefor Rate Loans in accordance with this Agreementthe provisions contained in the definition of “Interest Period”, accrued interest on such Loan the Agent will forthwith so notify the Borrower and the Banks, whereupon the Borrower shall be payable on the effective date of deemed to have selected a one-month Interest Period for each such conversion. (e) All interest hereunder shall be computed on the basis of a year of 360 days, except that interest computed by reference to the Base Rate at times when the Base Rate is based on the Prime Rate shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and in each case shall be payable for the actual number of days elapsed (including the first day but excluding the last day). The applicable Base Rate, Adjusted Eurodollar Rate or Eurodollar Rate shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest errorLoan.

Interest. (a) The Loans comprising unpaid principal amount of each Base Rate Borrowing ABR Loan shall bear interest from the date of the Borrowing thereof until maturity (whether by acceleration or otherwise) at a rate per annum that shall at all times be the Base Rate ABR Margin plus the Applicable Margin; provided that notwithstanding the foregoing, such interest rate shall at no ABR in effect from time be less than 0.00% per annumto time. (b) The Loans comprising unpaid principal amount of each Eurodollar Borrowing Loan shall bear interest from the date of the Borrowing thereof until maturity thereof (whether by acceleration or otherwise) at a rate per annum that shall at all times be the Adjusted Eurodollar Rate for the Interest Period Margin in effect for such Borrowing from time to time plus the Applicable Margin; provided that notwithstanding the foregoing, such interest rate shall at no time be less than 0.00% per annumrelevant Eurodollar Rate. (c) Notwithstanding If all or a portion of (i) the foregoing, if any principal amount of or interest on any Loan or (ii) any fee interest payable thereon or other amount payable by the Borrower hereunder is Fee shall not be paid when due, due (whether at the stated maturity, upon by acceleration or otherwise), such overdue amount shall bear interestinterest at a rate per annum that is (x) in the case of overdue principal, the rate that would otherwise be applicable thereto plus 2% or (y) in the case of any overdue interest or Fee, to the extent permitted by applicable law, the rate described in Section 2.8(a) plus 2% from and including the date of such non-payment to but excluding the date on which such amount is paid in full (after as well as before judgment, at a rate per annum equal to (i) in the case of overdue principal of any Loan, 2.00% plus the rate otherwise applicable to such Loan as provided in clause (a) or (b) of this Section or (ii) in the case of any other amount, 2.00% plus the rate applicable to Base Rate Loans as provided in clause (a) of this Section). (d) Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date for such LoanLoan and upon termination of the Commitments; provided that (i) interest accrued pursuant to clause (c) of this Section shall be payable on demand, (ii) in the event of any repayment or prepayment of any LoanLoan (other than a prepayment of an ABR Loan that is a Revolving Credit Loan prior to the Maturity Date), accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment, prepayment and (iiiii) in the event of any conversion of any Eurodollar Loan prior to the end of the current Interest Period therefor in accordance with this Agreementtherefor, accrued interest on such Loan shall be payable on the effective date of such conversion. (e) All computations of interest hereunder shall be computed on the basis of a year of 360 days, except that interest computed by reference to the Base Rate at times when the Base Rate is based on the Prime Rate shall be computed on the basis of a year of 365 days made in accordance with Section 5.5. (or 366 days in a leap year), and in each case shall be payable for the actual number of days elapsed (including the first day but excluding the last day). f) The applicable Base Rate, Adjusted Eurodollar Rate or Eurodollar Rate shall be determined by the Administrative Agent, upon determining the interest rate for any Borrowing of Eurodollar Loans, shall promptly notify the Borrower and the relevant Lenders thereof. Each such determination shall shall, absent clearly demonstrable error, be final and conclusive absent manifest errorand binding on all parties hereto.

Interest. 15.1 Calculation and payment of interest (a) The Loans comprising Under each Base Rate Borrowing shall bear Syndicated Bank Facility and Bilateral Bank Facility: (i) the rate of interest on each Loan for each Interest Period is the percentage rate per annum determined in accordance with the Existing Finance Documents under which that Loan has been made save that the applicable margin will be the Margin, and such interest is payable to the relevant Creditor’s Representative at the Base Rate plus times and in the Applicable Marginmanner specified in those Existing Finance Documents; and (ii) any facility fee or utilisation fee provided for in the Existing Finance Documents for such facility will be deleted and will cease to accrue after the Effective Date, provided that notwithstanding any such fees that have accrued on or prior to the foregoing, such interest rate shall at no time Effective Date will continue to be less than 0.00% per annumdue and payable in accordance with the provisions of the relevant Existing Finance Documents. (b) The Loans comprising Under each Eurodollar Borrowing shall bear Promissory Note, the rate of interest on the Exposures under that Promissory Note is the percentage rate per annum determined in accordance with that Promissory Note, and such interest is payable to the relevant Participating Creditors at the Adjusted Eurodollar Rate for times, and in the Interest Period manner, specified in effect for such Borrowing plus the Applicable Margin; provided that notwithstanding the foregoing, such interest rate shall at no time be less than 0.00% per annumPromissory Note. (c) Notwithstanding Under the foregoingUSPP Note Agreement, if any principal of or interest on any Loan or any fee or other amount payable by the Borrower hereunder is not paid when due, whether at stated maturity, upon acceleration or otherwise, such overdue amount shall bear interest, after as well as before judgment, at a rate per annum equal to (i) in the case of overdue principal of any Loan, 2.00% plus the rate otherwise applicable of interest shall be the rate set forth therein (provided that this rate will be subject to such Loan as provided in clause any adjustments to the Margin from time to time under paragraphs (a) or (b) of this Section or (ii) in the case of any other amount, 2.00% plus the rate applicable to Base Rate Loans as provided in clause (a) of this Section. (d) Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date for such Loan; provided that (i) interest accrued pursuant to clause (c) of this Section shall be payable on demand, the definition of Margin and Clause 25 (iiCovenant Reset Date)) in the event of any repayment or prepayment of any Loan, accrued interest on the principal amount repaid or prepaid and shall be payable on the 15th day of the last month of each Financial Quarter or (at any time after the date falling three Months after the date of this Agreement) such repayment shorter period as is applicable to the Loans under paragraph (c) or prepaymentof Clause 15.3 (Harmonisation of Interest Periods), and (iii) in the event of any conversion of any Eurodollar Loan prior to the end of the current Interest Period therefor in accordance with this Agreement, accrued interest on such Loan shall be payable all in the manner and on the effective date of such conversiontiming as more particularly set forth in the USPP Note Agreement. (e) All interest hereunder shall be computed on the basis of a year of 360 days, except that interest computed by reference to the Base Rate at times when the Base Rate is based on the Prime Rate shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and in each case shall be payable for the actual number of days elapsed (including the first day but excluding the last day). The applicable Base Rate, Adjusted Eurodollar Rate or Eurodollar Rate shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error.

Interest. (a) The Loans comprising each Base Rate ABR Borrowing shall bear interest on the daily amount outstanding at the Alternate Base Rate plus the Applicable ABR Rate Margin; provided that notwithstanding the foregoing, such interest rate shall at no time be less than 0.00% per annum. (b) The Loans comprising each Eurodollar Term Benchmark Borrowing shall bear interest on the daily amount outstanding at the Adjusted Eurodollar Term SOFR Rate for the Interest Period in effect for such Borrowing plus the Applicable Term Benchmark Margin; provided that notwithstanding the foregoing, such interest rate shall at no time be less than 0.00% per annum. (c) Notwithstanding the foregoing, if any principal of or interest on any Loan or any fee or other amount payable by the Borrower hereunder is not paid when due, whether at stated maturity, upon acceleration or otherwise, such overdue amount shall bear interest, after as well as before judgment, at a rate per annum equal to (i) in the case of overdue principal of any Loan, 2.002% plus the rate otherwise applicable to such Loan as provided in clause (a) or (b) the preceding paragraphs of this Section Section, or (ii) in the case of any other amountamount denominated in US Dollars, 2.00at a rate of interest per annum equal to 2% plus the rate applicable to Base Rate ABR Loans as provided in clause (a) of this SectionSection 2.12(a). (d) Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date for such LoanLoan and, in the case of Loans on the applicable Maturity Date; provided that (i) interest accrued pursuant to clause (cSection 2.12(c) of this Section shall be payable on demand, (ii) in the event of any repayment or prepayment of any Loan, accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment, prepayment and (iii) in the event of any conversion of any Eurodollar Term Benchmark Loan prior to the end of the current Interest Period therefor in accordance with this Agreementtherefor, accrued interest on such Loan shall be payable on the effective date of such conversion. (e) All Subject to Section 10.13, all interest hereunder shall be computed on the basis of a year of 360 days, except that interest computed by reference to the Alternate Base Rate at times when the Alternate Base Rate is based on the Prime Rate shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and in each case shall be payable for the actual number of days elapsed (including the first (1st) day but excluding the last day). The applicable Alternate Base Rate, Adjusted Eurodollar Term Benchmark Rate or Eurodollar Term Benchmark Rate shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error.

Interest. (a) 3.2.1. The Loans comprising each Base Rate Borrowing Borrower agrees to pay interest in respect of the unpaid principal amount of the Term Loan from the date of this Agreement until paid in full as follows. The Term Loan shall bear interest at the Base Rate plus unless the Applicable Margin; provided that notwithstanding Borrower desires to pay interest on all or a portion of the foregoing, such interest rate shall Term Loan at no time be less than 0.00one of the following rates: (i) During any period in which the Borrower maintains a Cash Flow Ratio in excess of 1.35 to 1 and a Debt-to-Net Worth Ratio not in excess of 1.35 to 1: (a) the LIBOR Rate Plus 1.75% per annum.or (b) The Loans comprising each Eurodollar Borrowing the Long Term Funds Rate plus 1.75%. (ii) During any period in which the Borrower maintains a Cash Flow Ratio of 1.35 to 1 or less or a Debt-to-Net Worth Ratio-of 1.35 to 1 or more: (a) the LIBOR Rate plus 2.10% or (b) the Long Term Funds Rate plus 2.10%. 3.2.2. Whenever the Borrower desires to obtain an interest rate other than the Base Rate, it may request that the Lender provide quotes as of any specified Interest Rate Determination Date as to the LIBOR Rate and/or the Long Term Funds 3.2.3. Upon the Interim Maturity Date of any LIBOR Loan or Long Term Funds Loan, unless the Borrower shall bear have given the Lender an Interest Rate Change Notice in accordance with Section 3.2.2 requesting a new LIBOR Loan or Long Term Funds Loan be made on such Interim Maturity Date, the Borrower shall be deemed to have elected to pay interest on such amount of the Term Loan at the Adjusted Eurodollar Base Rate. 3.2.4. At the time the Borrower gives any Interest Rate for Change Notice, the Borrower shall elect the Interest Period in effect for such Borrowing plus which the Applicable Margin; provided that notwithstanding the foregoing, such interest rate elected shall apply, which Interest Period shall, at no time the option of the Borrower, be less than 0.00% per annum. a period of 30, 60, 90, 120, 150 or 180 days (cas to a LIBOR Loan) Notwithstanding the foregoing, if any principal of or interest on any Loan or any fee or other amount payable by period (as to a Long Term Funds Loan). Notwithstanding anything to the Borrower hereunder is not paid when duecontrary contained herein, whether at stated maturity, upon acceleration or otherwise, such overdue amount shall bear interest, after as well as before judgment, at a rate per annum equal to the provisions set forth in subparagraphs (i) in the case of overdue principal of any Loan, 2.00% plus the rate otherwise applicable to such Loan as provided in clause (a) or (b) of this Section or (ii) in the case of any other amount, 2.00% plus the rate applicable to Base Rate Loans as provided in clause (a) of this Section. (d) Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date for such Loan; provided that (i) interest accrued pursuant to clause (c) of this Section shall be payable on demand, (ii) in the event of any repayment or prepayment of any Loan, accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment, and - (iii) in the event of any conversion of any Eurodollar Loan prior Section 2.5 shall apply to the end determination of the current an Interest Period therefor in accordance with this Agreement, accrued interest on such Loan shall be payable on the effective date of such conversionPeriod. (e) All interest hereunder shall be computed on the basis of a year of 360 days, except that interest computed by reference to the Base Rate at times when the Base Rate is based on the Prime Rate shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and in each case shall be payable for the actual number of days elapsed (including the first day but excluding the last day). The applicable Base Rate, Adjusted Eurodollar Rate or Eurodollar Rate shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error.

Interest. The Borrower shall pay interest on the unpaid principal amount of each Advance from the date of such Advance until such principal amount shall be paid in full, at the following rates per annum: (a) The Loans comprising each During such periods as such Advance is a Base Rate Borrowing shall bear interest Advance, a rate per annum equal at all times to the Base Rate in effect from time to time plus the Applicable Margin, payable quarterly in arrears on the last day of each March, June, September and December and on the date such Base Rate Advance shall be Converted or paid in full; provided that notwithstanding the foregoingprincipal amount of Base Rate Advances shall bear interest, such interest payable on demand, at a rate shall per annum equal at no time be less all times to the sum of the rate otherwise payable thereon plus 2% (A) while an Event of Default exists under Section 6.01(a) or upon the occurrence of an Event of Default described in Section 6.01(e), and (B) at the request of the Required Banks, during the existence of an Event of Default other than 0.00% per annuman Event of Default of the type described in the preceding clause (A). (b) The Loans comprising During such periods as such Advance is a Eurodollar Rate Advance, a rate per annum equal at all times during each Eurodollar Borrowing shall bear interest at Interest Period for such Advance to the Adjusted sum of the Eurodollar Rate for the such Interest Period in effect for such Borrowing plus the Applicable Margin, payable in arrears on the last day of such Interest Period and, if such Interest Period has a duration of more than three months, on each day that occurs during such Interest Period every three months from the first day of such Interest Period and on the date such Eurodollar Rate Advance shall be Converted or paid in full; provided that notwithstanding the foregoing, such interest rate shall at no time be less than 0.00% per annum. (c) Notwithstanding the foregoing, if any principal of or interest on any Loan or any fee or other amount payable by the Borrower hereunder is not paid when due, whether at stated maturity, upon acceleration or otherwise, such overdue amount Eurodollar Rate Advances shall bear interest, after as well as before judgmentpayable on demand, at a rate per annum equal to the sum of the Eurodollar Rate for such Interest Period plus the Applicable Margin plus 2% (iA) while an Event of Default exists under Section 6.01(a) or upon the occurrence of an Event of Default described in Section 6.01(e), and (B) at the request of the Required Banks, during the existence of an Event of Default other than an Event of Default of the type described in the case of overdue principal of any Loan, 2.00% plus the rate otherwise applicable to such Loan as provided in preceding clause (a) or (b) of this Section or (ii) in the case of any other amount, 2.00% plus the rate applicable to Base Rate Loans as provided in clause (a) of this SectionA). (dc) Accrued interest Upon the occurrence and during the continuance of an Event of Default under Section 6.01(a), the Borrower shall pay simple interest, to the fullest extent permitted by law, on each Loan the amount of any interest, fee or other amount (other than principal of Advances which is covered by Section 2.07(a) and Section 2.07(b)) payable hereunder that is not paid when due, from the date such amount shall be due until such amount shall be paid in full, payable in arrears on each Interest Payment Date for the date such Loan; provided that (i) interest accrued pursuant to clause (c) of this Section amount shall be payable paid in full and on demand, (ii) in the event of any repayment or prepayment of any Loan, accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment, and (iii) in the event of any conversion of any Eurodollar Loan prior at a rate per annum equal to the end sum of the current Interest Period therefor in accordance with this Agreement, accrued interest on such Loan shall be payable on the effective date of such conversion. (e) All interest hereunder shall be computed on the basis of a year of 360 days, except that interest computed by reference to the Base Rate at times when in effect from time to time plus the Base Rate is based on the Prime Rate shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and in each case shall be payable for the actual number of days elapsed (including the first day but excluding the last day). The applicable Base Rate, Adjusted Eurodollar Rate or Eurodollar Rate shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest errorApplicable Margin plus 2%.

Interest. (a) The Loans comprising Subject to the provisions of subsection (b) below, (i) each Base LIBOR Rate Borrowing Loan shall bear interest at on the Base Rate plus the Applicable Margin; provided that notwithstanding the foregoing, such interest rate shall at no time be less than 0.00% per annum. (b) The Loans comprising outstanding principal amount thereof for each Eurodollar Borrowing shall bear interest at the Adjusted Eurodollar Rate for the Interest Period in effect for such Borrowing plus the Applicable Margin; provided that notwithstanding the foregoing, such interest rate shall at no time be less than 0.00% per annum. (c) Notwithstanding the foregoing, if any principal of or interest on any Loan or any fee or other amount payable by the Borrower hereunder is not paid when due, whether at stated maturity, upon acceleration or otherwise, such overdue amount shall bear interest, after as well as before judgment, at a rate per annum equal to (i) in the case of overdue principal of any Loan, 2.00% LIBOR Rate for such Interest Period plus the Applicable Rate; and (ii) each Base Rate Loan shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate otherwise applicable per annum equal to such Loan as provided in clause (a) or the Base Rate plus the Applicable Rate. (b) Upon the occurrence and during the continuance of this an Event of Default, (x) automatically with respect to any Event of Default under Section 9.01(a), 9.01(f) or 9.01(g), and (iiy) with respect to any other Event of Default, at the election of the Administrative Agent or the Required Lenders by written notice to the Borrower, in each case, the principal amount of all Loans outstanding and, to the extent permitted by applicable law, any interest payments on the Loans or any fees or other amounts owed hereunder, shall thereafter bear interest (including post-petition interest in any proceeding under the Bankruptcy Code of the United States or other applicable bankruptcy laws) payable on demand at a rate that is 2.00% per annum in excess of the interest rate otherwise payable hereunder with respect to the applicable Loans (or, in the case of any such fees and other amountamounts, at a rate which is 2.00% plus per annum in excess of the interest rate applicable to otherwise payable hereunder for Base Rate Loans); provided, that in the case of LIBOR Rate Loans, upon the expiration of the Interest Period in effect at the time any such increase in interest rate is effective such LIBOR Rate Loans shall thereupon become Base Rate Loans as and shall thereafter bear interest payable upon demand at a rate which is 2.00% per annum in excess of the interest rate otherwise payable hereunder for Base Rate Loans. Payment or acceptance of the increased rates of interest provided for in clause (athis Section 2.08(b) is not a permitted alternative to timely payment and shall not constitute a waiver of this Sectionany Default or Event of Default or otherwise prejudice or limit any rights or remedies of the Administrative Agent or any Lender. (dc) Accrued interest Interest on each Loan shall be due and payable in arrears on each Interest Payment Date for applicable thereto and at such Loan; provided that (i) interest accrued pursuant to clause (c) of this Section other times as may be specified herein. Interest hereunder shall be due and payable on demand, (ii) in the event of any repayment or prepayment of any Loan, accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment, and (iii) in the event of any conversion of any Eurodollar Loan prior to the end of the current Interest Period therefor in accordance with this Agreement, accrued interest on such Loan shall be payable on the effective date of such conversion. (e) All interest hereunder shall be computed on the basis of a year of 360 days, except that interest computed by reference to the Base Rate at times when the Base Rate is based on the Prime Rate shall be computed on the basis of a year of 365 days (or 366 days in a leap year)terms hereof before and after judgment, and in each case shall be payable for before and after the actual number commencement of days elapsed (including the first day but excluding the last day). The applicable Base Rate, Adjusted Eurodollar Rate or Eurodollar Rate shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest errorany proceeding under any Debtor Relief Law.

Interest. (a) The Loans comprising Subject to subsections 1.3(c) and 1.3(d), (i) each Base Rate Borrowing Loan (including each Swing Loan that is a Base Rate Loan) shall bear interest at the Base Rate plus the Applicable Margin; provided that notwithstanding the foregoing, such interest rate shall at no time be less than 0.00% per annum. (b) The Loans comprising each Eurodollar Borrowing shall bear interest at the Adjusted Eurodollar Rate for the Interest Period in effect for such Borrowing plus the Applicable Margin; provided that notwithstanding the foregoing, such interest rate shall at no time be less than 0.00% per annum. (c) Notwithstanding the foregoing, if any principal of or interest on any Loan or any fee or other amount payable by the Borrower hereunder is not paid when due, whether at stated maturity, upon acceleration or otherwise, such overdue amount shall bear interest, after as well as before judgment, at a rate per annum equal to Base Rate plus the Applicable Margin, (iii) each Term SOFR Loan shall bear interest at a rate per annum equal to Adjusted Term SOFR for the Interest Period therefor plus the Applicable Margin, (iii) each Eurocurrency Rate Loan shall bear interest at a rate per annum equal to the applicable Adjusted Eurocurrency Rate for the Interest Period therefor plus the Applicable Margin, and (iv) each Daily Simple RFR Loan shall bear interest at a rate per annum equal to the applicable Daily Simple RFR therefor plus the Applicable Margin. Each determination of an interest rate by the Agent shall be conclusive and binding on the applicable Borrower and the Lenders in the absence of manifest error. All computations of fees and interest payable under this Agreement shall be made on the basis of a 360-day year (or, in the case of overdue principal Base Rate Loans, on the basis of a 365/366-day year) and actual days elapsed, except that interest on Loans denominated in any LoanAlternative Currency as to which market practice differs from the foregoing shall be computed in accordance with market practice for such Loans. Interest and fees shall accrue during each period during which interest or such fees are computed from the first day thereof to, 2.00% plus but excluding, the rate otherwise applicable to such Loan as provided in clause (a) or last day thereof. (b) of this Section or (ii) in the case of any other amount, 2.00% plus the rate applicable to Base Rate Loans as provided in clause (a) of this Section. (d) Accrued interest Interest on each Loan shall be payable paid in arrears on each Interest Payment Date for such Loan; provided that (i) interest accrued pursuant to clause (c) of this Section Date. Interest shall also be payable on demand, (ii) in the event of any repayment or prepayment of any Loan, accrued interest on the principal amount repaid or prepaid shall be payable paid on the date of any payment or prepayment of Loans in full on such repayment paid or prepaymentprepaid Loan amounts. (c) During the continuance of an Event of Default under Section 7.1(a), the applicable Borrower shall pay interest on any (i) overdue principal on the Loans and any overdue interest on the Loans at a rate per annum determined by adding two percent (2.00%) per annum to the Applicable Margin then in effect for the related Loans (plus the RFR, Adjusted Daily Simple SOFR, Eurocurrency Rate or Base Rate, as the case may be) and (iiiii) in the event of any conversion of any Eurodollar Loan prior unless otherwise specified herein, other overdue Obligations at rate per annum determined by adding two percent (2.00%) per annum to the end of Applicable Margin then in effect with respect to Revolving Loans that are Base Rate Loans; provided that no interest at the current Interest Period therefor in accordance with this Agreement, accrued default rate shall accrue or be payable to a Defaulting Lender so long as such Lender shall be a Defaulting Lender. All such interest on such Loan shall be payable in cash on demand of the effective date Agent or the Required Lenders. (d) Anything herein to the contrary notwithstanding, the obligations of the Borrowers hereunder shall be subject to the limitation that payments of interest shall not be required, for any period for which interest is computed hereunder, to the extent (but only to the extent) that contracting for or receiving such conversionpayment by the respective Lender would be contrary to the provisions of any law applicable to such Lender limiting the highest rate of interest which may be lawfully contracted for, charged or received by such Lender, and in such event the Borrowers shall pay such Lender interest at the highest rate permitted by Requirement of Law (“Maximum Lawful Rate”); provided, however, that, if at any time thereafter, the rate of interest payable hereunder is less than the Maximum Lawful Rate, the Borrowers shall continue to pay interest hereunder at the Maximum Lawful Rate until such time as the total interest received by the Agent, on behalf of Lenders, is equal to the total interest that would have been received had the interest payable hereunder been (but for the operation of this paragraph) the interest rate payable since the Closing Date as otherwise provided in this Agreement. (e) All interest hereunder shall be computed on In connection with the basis use or administration of a year of 360 daysany Benchmark, except that interest computed by reference the Agent will have the right to make Conforming Changes from time to time and, notwithstanding anything to the Base Rate at times when the Base Rate is based on the Prime Rate shall be computed on the basis contrary herein or in any other Loan Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of a year of 365 days (any other party to this Agreement or 366 days in a leap year), and in each case shall be payable for the actual number of days elapsed (including the first day but excluding the last day)any other Loan Document. The applicable Base Rate, Adjusted Eurodollar Rate Agent will promptly notify the Parent Borrower and the Lenders of the effectiveness of any Conforming Changes in connection with the use or Eurodollar Rate shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest erroradministration of any Benchmark.

Interest. (a) The Loans comprising each Base Rate Borrowing Each Eurodollar Loan shall bear interest at the Base Rate plus the Applicable Margin; provided that notwithstanding the foregoing, such interest rate shall at no time be less than 0.00% per annum. (b) The Loans comprising for each Eurodollar Borrowing shall bear interest at the Adjusted Eurodollar Rate for the day during each Interest Period in effect for such Borrowing plus the Applicable Margin; provided that notwithstanding the foregoing, such interest rate shall at no time be less than 0.00% per annum. (c) Notwithstanding the foregoing, if any principal of or interest on any Loan or any fee or other amount payable by the Borrower hereunder is not paid when due, whether at stated maturity, upon acceleration or otherwise, such overdue amount shall bear interest, after as well as before judgment, with respect thereto at a rate per annum equal to the Eurodollar Rate determined for such day plus the Applicable Margin. (b) Each ABR Loan shall bear interest at a rate per annum equal to the Alternate Base Rate plus the Applicable Margin. (c) If all or a portion of (i) any principal of any Term Loan, (ii) any interest payable thereon or (iii) any Fees or any other amount payable hereunder (including LC Disbursements) shall not be paid when due (whether at the stated maturity, by acceleration or otherwise), the principal of the Term Loans and any such overdue interest, Fees or other amount shall bear interest at a rate per annum which is (x) in the case of overdue principal principal, the rate that would otherwise be applicable thereto pursuant to the foregoing provisions of this Section 2.9 plus 2% or (y) in the case of any Loansuch overdue interest, 2.00% plus Fees or other amount, the rate otherwise applicable in effect at such time pursuant to such Loan as provided in clause (a) or paragraph (b) of this Section 2.9 plus 2%, in each case from the date of such non-payment until such overdue principal, interest, Fees or other amount is paid in full (ii) in the case before as well as after receipt of any other amount, 2.00% plus the rate applicable to Base Rate Loans as provided in clause (a) of this Sectiona judgment). (d) Accrued interest on each Loan Interest shall be payable in arrears on each Interest Payment Date for such Loan; and the Maturity Date, provided that (i) interest accrued accruing pursuant to clause paragraph (c) of this Section 2.9 shall be payable from time to time on demand, (ii) in the event of any repayment or prepayment of any Loan, accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment, and (iii) in the event of any conversion of any Eurodollar Loan prior to the end of the current Interest Period therefor in accordance with this Agreement, accrued interest on such Loan shall be payable on the effective date of such conversion. (e) All Whenever it is calculated on the basis of the Prime Rate, interest hereunder shall be computed calculated on the basis of a 365- (or 366-, as the case may be) day year of 360 daysfor the actual days elapsed; and, except that otherwise, interest computed by reference to the Base Rate at times when the Base Rate is based on the Prime Rate shall be computed calculated on the basis of a 360-day year of 365 days (or 366 days in a leap year), and in each case shall be payable for the actual number of days elapsed (including the first day but excluding the last day)elapsed. The Administrative Agent shall as soon as practicable notify the applicable Borrower and the Lenders of each determination of a Eurodollar Rate. Any change in the interest rate on a Term Loan resulting from a change in the Alternate Base Rate, Adjusted Eurodollar Rate or Eurodollar Rate shall be determined become effective as of the opening of business on the day on which such change becomes effective. The Administrative Agent shall as soon as practicable notify the applicable Borrower and the Lenders of the effective date and the amount of each such change in interest rate. (f) Each determination of an interest rate by the Administrative Agent, and such determination Agent pursuant to any provision of this Agreement shall be conclusive absent and binding on the Borrowers and the Lenders in the absence of manifest error. The Administrative Agent shall, at the request of any Borrower, deliver to such Borrower a statement showing the quotations used by the Administrative Agent in determining any interest rate in respect of its Eurodollar Loan.

Interest. (a) The Loans comprising each Base Rate ABR Borrowing shall bear interest at the Alternate Base Rate plus the Applicable Margin; provided that notwithstanding the foregoing, such interest rate shall at no time be less than 0.00% per annumRate. (b) The Loans comprising each Eurodollar Eurocurrency Borrowing shall bear interest at the Adjusted Eurodollar Eurocurrency Rate for the Interest Period in effect for such Borrowing plus the Applicable Margin; provided that notwithstanding the foregoing, such interest rate shall at no time be less than 0.00% per annumRate. (c) Each Swingline Loan shall bear interest as determined in accordance with Section 2.05. (d) Notwithstanding the foregoing, if any principal of or interest on any Loan or any fee or other amount payable by the any Borrower hereunder is not paid when due, whether at stated maturity, upon acceleration or otherwise, such overdue amount shall bear interest, after as well as before judgment, at a rate per annum equal to (i) in the case of overdue principal of any Loan, 2.002% plus the rate otherwise applicable to such Loan as provided in clause (a) or (b) the preceding paragraphs of this Section or (ii) in the case of any other amount, 2.002% plus the rate applicable to Base Rate ABR Loans as provided in clause paragraph (a) of this Section. (de) Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date for such Loan, upon the final maturity thereof and upon termination of the Commitments pursuant to Section 2.09; provided that (i) interest accrued pursuant to clause paragraph (cd) of this Section shall be payable on demand, (ii) in the event of any repayment or prepayment of any LoanLoan (other than a prepayment of an ABR Loan prior to the end of the Availability Period), accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment, prepayment and (iii) in the event of any conversion of any Eurodollar Eurocurrency Loan prior to the end of the current Interest Period therefor in accordance with this Agreementtherefor, accrued interest on such Loan shall be payable on the effective date of such conversion. (ef) All interest hereunder shall be computed on the basis of a year of 360 days, except that (i) interest on Borrowings denominated in Sterling shall be computed on the basis of a year of 365 days (or 366 days in a leap year), (ii) interest on Borrowings denominated in any other Foreign Currency for which it is required by applicable law or customary to compute interest on the basis of a year of 365 days or, if required by applicable law or customary, 366 days in a leap year, shall be computed on such basis, and (iii) interest computed by reference to the Alternate Base Rate at times when the Alternate Base Rate is based on the Prime Rate shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and in each case shall be payable for the actual number of days elapsed (including the first day but excluding the last day). The applicable Alternate Base Rate, Adjusted Eurodollar Rate or Eurodollar Eurocurrency Rate shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error.

Interest. (a) The Loans comprising unpaid principal amount of each Base Rate Borrowing ABR Loan shall bear interest from the date of the Borrowing thereof until maturity (whether by acceleration or otherwise) at a rate per annum that shall at all times be the Base Rate Applicable Margin for ABR Loans plus the Applicable Margin; provided that notwithstanding the foregoingABR, such interest rate shall at no in each case, in effect from time be less than 0.00% per annumto time. (b) The Loans comprising unpaid principal amount of each Eurodollar Borrowing Term Benchmark Loan shall bear interest from the date of the Borrowing thereof until maturity thereof (whether by acceleration or otherwise) at a rate per annum that shall at all times be the Adjusted Eurodollar Rate Applicable Margin for the Interest Period in effect for such Borrowing Term Benchmark Loans plus the Applicable Margin; provided that notwithstanding the foregoing, such interest rate shall at no time be less than 0.00% per annumrelevant Term SOFR Rate. (c) Notwithstanding the foregoingIf an Event of Default has occurred and is continuing under Section 11.1 or Section 11.5 hereto, if any all or a portion of (i) the principal amount of or interest on any Loan or (ii) any fee interest payable thereon or any other amount payable by the Borrower hereunder is shall not be paid when due, due (whether at the stated maturity, upon by acceleration or otherwise), such overdue amount shall bear interest, after as well as before judgment, interest at a rate per annum equal to (ithe “Default Rate”) that is (x) in the case of overdue principal of any Loanprincipal, the rate that would otherwise be applicable thereto plus 2.00% plus the rate otherwise applicable to such Loan as provided in clause (a) per annum or (b) of this Section or (iiy) in the case of any other overdue amount, including overdue interest, to the extent permitted by applicable law, the rate described in Section 2.8(a) for the applicable Class plus 2.00% plus per annum from the rate applicable date of such non-payment to Base Rate Loans the date on which such amount is paid in full (after as provided in clause (a) of this Sectionwell as before judgment). (d) Accrued interest Interest on each Loan shall accrue from and including the date of any Borrowing to but excluding the date of any repayment thereof and shall be payable in arrears on each Interest Payment Date for such Loanthe same currency in which the Loan is denominated; provided that any Loan that is repaid on the same date on which it is made shall bear interest for one day. Except as provided below, interest shall be payable (i) interest accrued pursuant to clause (c) in respect of this Section shall be payable each ABR Loan, quarterly in arrears on demandthe last Business Day of each fiscal quarter of the Borrower, (ii) in the event respect of any repayment or prepayment of any each Term Benchmark Loan, accrued interest on the principal amount repaid or prepaid shall be payable last day of each Interest Period applicable thereto and, in the case of an Interest Period in excess of three months, on each date occurring at three-month intervals after the date first day of such repayment or prepaymentInterest Period, and (iii) in the event respect of each Loan, (A) on any conversion of any Eurodollar Loan prior to the end of the current Interest Period therefor prepayment in accordance with this Agreementrespect thereof, accrued interest (B) at maturity (whether by acceleration or otherwise), and (C) after such maturity, on such Loan shall be payable on the effective date of such conversiondemand. (e) All computations of interest hereunder shall be computed on the basis of a year of 360 days, except that interest computed by reference to the Base Rate at times when the Base Rate is based on the Prime Rate shall be computed on the basis of a year of 365 days made in accordance with Section 5.5. (or 366 days in a leap year), and in each case shall be payable for the actual number of days elapsed (including the first day but excluding the last day). f) The applicable Base Rate, Adjusted Eurodollar Rate or Eurodollar Rate shall be determined by the Administrative Agent, upon determining the interest rate for any Borrowing of Term Benchmark Loans, shall promptly notify the Borrower and the relevant Lenders thereof. Each such determination shall shall, absent clearly demonstrable error, be final and conclusive absent manifest errorand binding on all parties hereto.

Interest. (a) The Loans comprising Borrower agrees to pay interest in respect of the unpaid principal amount of each Base Rate Borrowing shall bear interest Loan from the date the proceeds thereof are made available to the Borrower until the maturity (whether by acceleration or otherwise) of such Loan at the Base Fixed Rate plus or if an election is made by the Applicable Margin; provided that notwithstanding Borrower to elect the foregoingFloating Rate pursuant to Section 2.07, such interest rate shall at no time be less than 0.00% per annumthe Floating Rate. (b) The Loans comprising each Eurodollar Borrowing If the Borrower fails to pay any amount payable by it under a Credit Document on its due date, interest shall bear accrue on the overdue amount (in the case of overdue interest to the extent permitted by law) from the due date up to the date of actual payment (both before and after judgment) at a rate which is (i) where interest is payable at the Adjusted Fixed Rate, equal to [*] plus the Eurodollar Rate which would have been payable if the overdue amount had, during the period of non-payment constituted a Loan for successive interest periods, each of a duration of three months plus [*], or (ii) where interest is payable on the Loan at the Floating Rate and subject to paragraph (c) below, [*] plus the rate (including, for the avoidance of doubt, the margin) which would have been payable if the overdue amount had, during the period of non-payment, constituted a Loan for successive Interest Period in effect for such Borrowing plus Periods, each of a duration selected by the Applicable Margin; provided that notwithstanding Facility Agent (acting reasonably). Any interest accruing under this Section 2.06(b) shall be immediately payable by the foregoing, such interest rate shall at no time be less than 0.00% per annumBorrower on demand by the Facility Agent. (c) Notwithstanding At any time when interest is payable at the foregoingFloating Rate, if any principal overdue amount consists of all or interest part of a Loan which became due on any Loan or any fee or other amount payable by a day which was not the Borrower hereunder is not paid when due, whether at stated maturity, upon acceleration or otherwise, such last day of a Floating Rate Interest Period relating to that Loan: (i) the first Interest Period for that overdue amount shall bear interest, after as well as before judgment, at have a rate per annum duration equal to the unexpired portion of the current Floating Rate Interest Period relating to that Loan; and (iii) in the case rate of interest applying to the overdue principal of any Loan, 2.00% amount during that first Interest Period shall be [*] plus the rate otherwise applicable to such Loan as provided in clause (a) or (b) of this Section or (ii) in which would have applied if the case of any other amount, 2.00% plus the rate applicable to Base Rate Loans as provided in clause (a) of this Sectionoverdue amount had not become due. (d) Accrued Default interest (if unpaid) arising on each Loan shall an overdue amount will be payable in arrears on each Interest Payment Date for such Loan; provided that (i) interest accrued pursuant to clause (c) of this Section shall be payable on demand, (ii) in compounded with the event of any repayment or prepayment of any Loan, accrued interest on the principal overdue amount repaid or prepaid shall be payable on the date of such repayment or prepayment, and (iii) in the event of any conversion of any Eurodollar Loan prior to at the end of the current each Interest Period therefor in accordance with this Agreement, accrued interest on such Loan shall be payable on the effective date of such conversionapplicable to that overdue amount but will remain immediately due and payable. (e) All Accrued and unpaid interest hereunder shall be computed on the basis of a year of 360 days, except that interest computed by reference to the Base Rate at times when the Base Rate is based on the Prime Rate shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and in each case shall be payable for in respect of each Loan on each Fixed Interest Payment Date (if interest is payable on the actual number of days elapsed (including Loan at the first day but excluding Fixed Rate) or, if interest is payable on the Loan at the Floating Rate, on the last dayday of each Interest Period applicable thereto, on any repayment or prepayment date (on the amount repaid or prepaid). The applicable Base , at maturity (whether by acceleration or otherwise) and, after such maturity, on demand. (f) At any time when interest is payable on the Loan at the Floating Rate, Adjusted upon each Interest Determination Date, the Facility Agent shall determine the Eurodollar Rate or Eurodollar Rate for each Interest Period applicable to the Loans to be made pursuant to the applicable Borrowing and shall be determined by promptly notify the Administrative Agent, Borrower and the respective Lenders thereof. Each such determination shall be conclusive shall, absent manifest error, be final and conclusive and binding on all parties hereto. (g) At any time when interest is payable on the Loan at the Fixed Rate, the Borrower shall reimburse each Lender on demand for the amount by which the 6 month Eurodollar Rate for any Fixed Rate Interest Period plus the fee for administrative expenses of [*] per annum for such Fixed Rate Interest Period plus [*] per annum less the Fixed Rate exceeds [*] per annum (being the amount by which the interest make-up is limited under Section 1.1 of the CIRR General Terms and Conditions).

Interest. (a) The Loans comprising unpaid principal amount of each Base Rate Borrowing Loan shall bear interest from the date of the Borrowing thereof until the earlier of (i) the maturity (whether by acceleration or otherwise) of such Base Rate Loan and (ii) the conversion of such Base Rate Loan to a Eurodollar Loan pursuant to Section 1.06, at a rate per annum which shall at all times be the Applicable Margin plus the Base Rate plus the Applicable Margin; provided that notwithstanding the foregoing, such interest rate shall at no in effect from time be less than 0.00% per annumto time. (b) The Loans comprising unpaid principal amount of each Eurodollar Borrowing Loan shall bear interest from the date of the Borrowing thereof until the earlier of (i) the maturity (whether by acceleration or otherwise) of such Eurodollar Loan and (ii) the conversion of such Eurodollar Loan to a Base Rate Loan pursuant to Section 1.06, 1.09 or 1.10(b), as applicable, at a rate per annum which shall at all times be the Adjusted Eurodollar Rate for the Interest Period in effect for such Borrowing Applicable Margin plus the Applicable Margin; provided that notwithstanding the foregoing, such interest rate shall at no time be less than 0.00% per annumrelevant Eurodollar Rate. (c) Notwithstanding Overdue principal and, to the foregoingextent permitted by law, if any principal overdue interest in respect of or interest on any each Loan or any fee or other amount payable by the Borrower hereunder is not paid when due, whether at stated maturity, upon acceleration or otherwise, such overdue amount shall bear interest, after as well as before judgment, interest at a rate per annum equal to (i) the rate which is 2% in the case excess of overdue principal of any Loan, 2.00% plus the rate otherwise applicable to such Loan as provided in clause (a) or (b) of this Section or (ii) in the case of any other amount, 2.00% plus the rate applicable to Base Rate Loans as of such Facility from time to time; provided that Eurodollar Loans shall bear interest after maturity (whether by acceleration or otherwise) until the end of the applicable Interest Period at a rate per annum equal to 2% in clause (aexcess of the rate of interest then applicable thereto. Interest which accrues under this Section 1.08(c) of this Sectionshall be payable on demand. (d) Accrued interest on each Loan Interest shall accrue from and including the date of any Borrowing to but excluding the date of any repayment thereof and shall be payable (i) in respect of each Base Rate Loan, quarterly in arrears on each Interest Quarterly Payment Date for such Loan; provided that (i) interest accrued pursuant to clause (c) of this Section shall be payable on demandDate, (ii) in respect of each Eurodollar Loan, in arrears on (x) the event date of any conversion into a Base Rate Loan pursuant to Section 1.06, 1.09 or 1.10(b), as applicable (on the amount converted) and (y) the last day of each Interest Period applicable thereto and, in the case of an Interest Period in excess of three months, on each date occurring at three month intervals after the first day of such Interest Period, (iii) in respect of each Term Loan and, to the extent such prepayment or repayment or prepayment of any is accompanied by a permanent reduction to the Total Revolving Loan Commitment, each Revolving Loan, accrued interest on the principal amount repaid or prepaid shall be payable on the date of such any prepayment or repayment thereof (on the amount prepaid or prepaymentrepaid), and (iiiiv) in the event respect of any conversion of any Eurodollar Loan prior to the end of the current Interest Period therefor in accordance with this Agreementeach Loan, accrued interest at maturity (whether by acceleration or otherwise) and, after such maturity, on such Loan shall be payable on the effective date of such conversiondemand. (e) All computations of interest hereunder shall be computed on the basis of a year of 360 days, except that interest computed by reference to the Base Rate at times when the Base Rate is based on the Prime Rate shall be computed on the basis of a year of 365 days made in accordance with Section 12.07(b). (or 366 days in a leap year), and in each case shall be payable for the actual number of days elapsed (including the first day but excluding the last day). f) The applicable Base Rate, Adjusted Eurodollar Rate or Eurodollar Rate shall be determined by the Administrative Agent, upon determining the interest rate for any Borrowing of Eurodollar Loans for any Interest Period, shall promptly notify the Borrower and such determination shall be conclusive absent manifest errorthe Banks thereof.

Interest. (a) The Loans comprising unpaid principal amount of each Base Rate Borrowing ABR Loan shall bear interest from the date of the Borrowing thereof until maturity (whether by acceleration or otherwise) at a rate per annum that shall at all times be the Base Rate Applicable Margin for ABR Loans plus the Applicable Margin; provided that notwithstanding the foregoingABR, such interest rate shall at no in each case, in effect from time be less than 0.00% per annumto time. (b) The Loans comprising unpaid principal amount of each Eurodollar Borrowing Term Benchmark Loan shall bear interest from the date of the Borrowing thereof until maturity thereof (whether by acceleration or otherwise) at a rate per annum that shall at all times be the Adjusted Eurodollar Rate Applicable Margin for the Interest Period in effect for such Borrowing Term Benchmark Loans plus the Applicable Margin; provided that notwithstanding the foregoing, such interest rate shall at no time be less than 0.00% per annumTerm SOFR Rate. (c) Notwithstanding the foregoingIf an Event of Default has occurred and is continuing under Section 11.1 or Section 11.5 hereto, if any all or a portion of (i) the principal amount of or interest on any Loan or (ii) any fee interest payable thereon or any other amount payable by the Borrower hereunder is shall not be paid when due, due (whether at the stated maturity, upon by acceleration or otherwise), such overdue amount shall bear interest, after as well as before judgment, interest at a rate per annum equal to that is (ithe “Default Rate”) (x) in the case of overdue principal of any Loanprincipal, the rate that would otherwise be applicable thereto plus 2.00% plus the rate otherwise applicable to such Loan as provided in clause (a) per annum or (b) of this Section or (iiy) in the case of any other overdue amount, including overdue interest, to the extent permitted by applicable law, the rate described in Section 2.8(a) for the applicable Class plus 2.00% plus per annum from the rate applicable date of such non-payment to Base Rate Loans the date on which such amount is paid in full (after as provided in clause (a) of this Sectionwell as before judgment). (d) Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date for such LoanLoan and, in the case of Revolving Loans, upon termination of the Commitments; provided that (i) interest accrued pursuant to clause paragraph (c) of this Section shall be payable on demand, (ii) in the event of any repayment or prepayment of any Loan, accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment, prepayment and (iii) in the event of any conversion of any Eurodollar Term Benchmark Revolving Loan prior to the end of the current Interest Period therefor in accordance with this Agreementtherefor, accrued interest on such Loan shall be payable on the effective date of such conversion. (e) All computations of interest hereunder shall be computed on the basis of a year of 360 days, except that interest computed by reference to the Base Rate at times when the Base Rate is based on the Prime Rate shall be computed on the basis of a year of 365 days (or 366 days made in a leap year), and in each case shall be payable for the actual number of days elapsed (including the first day but excluding the last day). The applicable Base Rate, Adjusted Eurodollar Rate or Eurodollar Rate shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest erroraccordance with Section 5.5.

Interest. (a) The Loans comprising each Base Rate Borrowing Each Debenture shall bear interest at the Base Rate plus rate of __% per annum (the Applicable Margin; provided “Coupon Rate”) from the original date of issuance until the principal thereof becomes due and payable, and on any overdue principal and (to the extent that notwithstanding the foregoing, payment of such interest rate is enforceable under applicable law) on any overdue installment of interest at the Coupon Rate, payable (subject to the provisions of Article IV) quarterly in arrears on March 31, June 30, September 30 and December 31 of each year (each, an “Interest Payment Date”), commencing on , 20__ to the Person in whose name such Debenture or any Predecessor Debenture is registered, at the close of business on the regular record date for such interest installment, which shall be the fifteenth day of the last month of the calendar quarter. Any interest payment not punctually paid or duly provided for shall forthwith cease to be payable to the registered holder on such regular record date and may be paid to the Person in whose name such Debenture or any such Predecessor Debenture is registered at no time the close of business on a special record date to be fixed by the Trustee for the payment of such defaulted interest; notice thereof shall be fixed by the Trustee for the payment of such defaulted interest and given to the registered holders of the Debentures not less than 0.00% per annum10 days prior to such special record date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange or quotation system on or in which the Debentures may be listed or quoted, and upon such notice as may be required by such exchange or quotation system. (b) The Loans comprising each Eurodollar Borrowing shall bear amount of interest at the Adjusted Eurodollar Rate payable for the Interest Period in effect for such Borrowing plus the Applicable Margin; provided that notwithstanding the foregoing, such interest rate shall at no time be less than 0.00% per annum. (c) Notwithstanding the foregoing, if any principal of or interest on any Loan or any fee or other amount payable by the Borrower hereunder is not paid when due, whether at stated maturity, upon acceleration or otherwise, such overdue amount shall bear interest, after as well as before judgment, at a rate per annum equal to (i) in the case of overdue principal of any Loan, 2.00% plus the rate otherwise applicable to such Loan as provided in clause (a) or (b) of this Section or (ii) in the case of any other amount, 2.00% plus the rate applicable to Base Rate Loans as provided in clause (a) of this Section. (d) Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date for such Loan; provided that (i) interest accrued pursuant to clause (c) of this Section shall be payable on demand, (ii) in the event of any repayment or prepayment of any Loan, accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment, and (iii) in the event of any conversion of any Eurodollar Loan prior to the end of the current Interest Period therefor in accordance with this Agreement, accrued interest on such Loan shall be payable on the effective date of such conversion. (e) All interest hereunder period shall be computed on the basis of a 360-day year of 360 days, except that twelve 30-day months. The amount of interest payable for any period shorter than a full quarterly period for which interest is computed by reference to the Base Rate at times when the Base Rate is based on the Prime Rate shall be computed on the basis of a 360-day year of 365 days (or 366 days in a leap year), and in each case shall be payable for the actual number of days elapsed (including during the first day but excluding relevant period. In the last day). The applicable Base Rateevent that any date on which interest is payable on the Debentures is not a Business Day, Adjusted Eurodollar Rate or Eurodollar Rate then payment of interest payable on such date shall be determined made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay) except that, if such Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day (and without any reduction of interest or any other payment in respect of any such acceleration), in each case with the same force and effect as if made on the date such payment was originally payable. (c) If, at any time while the Property Trustee is the holder of any Debentures, the Trust or the Property Trustee is required to pay any taxes, duties, assessments or governmental charges of whatever nature (other than withholding taxes) imposed by the Administrative AgentUnited States, and or any other taxing authority, then, in any case, the Company shall pay as additional interest (“Additional Interest”) on the Debentures held by the Property Trustee, such determination additional amounts as shall be conclusive absent manifest errorrequired so that the net amounts received and retained by the Trust and the Property Trustee after paying such taxes, duties, assessments or other governmental charges shall be equal to the amounts the Trust and the Property Trustee would have received had no such taxes, duties, assessments or other government charges been imposed.

Interest. (a) The Loans comprising Borrower agrees to pay interest in respect of the unpaid principal amount of each Base Rate Borrowing shall bear interest Loan from the date the proceeds thereof are made available to the Borrower until the maturity (whether by acceleration or otherwise) of such Loan at the Base Fixed Rate plus or if an election is made by the Applicable Margin; provided that notwithstanding Borrower to elect the foregoingFloating Rate pursuant to Section 2.07, such interest rate shall at no time be less than 0.00% per annumthe Floating Rate. (b) The Loans comprising each Eurodollar Borrowing If the Borrower fails to pay any amount payable by it under a Credit Document on its due date, interest shall bear accrue on the overdue amount (in the case of overdue interest to the extent permitted by law) from the due date up to the date of actual payment (both before and after judgment) at a rate which is (i) where interest is payable at the Adjusted Fixed Rate, equal to [*] plus the Eurodollar Rate which would have been payable if the overdue amount had, during the period of non-payment constituted a Loan for successive interest periods, each of a duration of three months, or (ii) where interest is payable on the Loan at the Floating Rate and subject to paragraph (c) below, [*] plus the rate (including, for the avoidance of doubt, the margin) which would have been payable if the overdue amount had, during the period of non-payment, constituted a Loan for successive Interest Period in effect for such Borrowing plus Periods, each of a duration selected by the Applicable Margin; provided that notwithstanding Facility Agent (acting reasonably). Any interest accruing under this Section 2.06(b) shall be immediately payable by the foregoing, such interest rate shall at no time be less than 0.00% per annumBorrower on demand by the Facility Agent. (c) Notwithstanding At any time when interest is payable at the foregoingFloating Rate, if any principal overdue amount consists of all or interest part of a Loan which became due on any Loan or any fee or other amount payable by a day which was not the Borrower hereunder is not paid when due, whether at stated maturity, upon acceleration or otherwise, such last day of a Floating Rate Interest Period relating to that Loan: (i) the first Interest Period for that overdue amount shall bear interest, after as well as before judgment, at have a rate per annum duration equal to the unexpired portion of the current Floating Rate Interest Period relating to that Loan; and (iii) in the case rate of interest applying to the overdue principal of any Loan, 2.00% amount during that first Interest Period shall be [*] plus the rate otherwise applicable to such Loan as provided in clause (a) or (b) of this Section or (ii) in which would have applied if the case of any other amount, 2.00% plus the rate applicable to Base Rate Loans as provided in clause (a) of this Sectionoverdue amount had not become due. (d) Accrued Default interest (if unpaid) arising on each Loan shall an overdue amount will be payable in arrears on each Interest Payment Date for such Loan; provided that (i) interest accrued pursuant to clause (c) of this Section shall be payable on demand, (ii) in compounded with the event of any repayment or prepayment of any Loan, accrued interest on the principal overdue amount repaid or prepaid shall be payable on the date of such repayment or prepayment, and (iii) in the event of any conversion of any Eurodollar Loan prior to at the end of the current each Interest Period therefor in accordance with this Agreement, accrued interest on such Loan shall be payable on the effective date of such conversionapplicable to that overdue amount but will remain immediately due and payable. (e) All Accrued and unpaid interest hereunder shall be computed on the basis of a year of 360 days, except that interest computed by reference to the Base Rate at times when the Base Rate is based on the Prime Rate shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and in each case shall be payable for in respect of each Loan on each Fixed Interest Payment Date (if interest is payable on the actual number of days elapsed (including Loan at the first day but excluding Fixed Rate) or, if interest is payable on the Loan at the Floating Rate, on the last dayday of each Interest Period applicable thereto, on any repayment or prepayment date (on the amount repaid or prepaid). The applicable Base , at maturity (whether by acceleration or otherwise) and, after such maturity, on demand. (f) At any time when interest is payable on the Loan at the Floating Rate, Adjusted upon each Interest Determination Date, the Facility Agent shall determine the Eurodollar Rate or Eurodollar Rate for each Interest Period applicable to the Loans to be made pursuant to the applicable Borrowing and shall be determined by promptly notify the Administrative Agent, Borrower and the respective Lenders thereof. Each such determination shall be conclusive shall, absent manifest error, be final and conclusive and binding on all parties hereto. (g) At any time when interest is payable on the Loan at the Fixed Rate, the Borrower shall reimburse each Lender on demand for the amount by which the 6 month Eurodollar Rate for any Fixed Rate Interest Period plus the fee for administrative expenses of [*] per annum for such Fixed Rate Interest Period less the Fixed Rate exceeds [*] per annum (being the amount by which the interest make-up is limited under any Interest Make-Up Agreement pursuant to Section 1.1 of the CIRR General Terms and Conditions and the KfW Refinancing).

Interest. (a) The Loans comprising each Base Rate ABR Borrowing shall bear interest at the Alternate Base Rate plus the Applicable Margin; provided that notwithstanding the foregoing, such interest rate shall at no time be less than 0.00% per annumRate. (b) The Loans comprising each Eurodollar Borrowing shall bear interest at the Adjusted Eurodollar LIBO Rate for the Interest Period in effect for such Borrowing plus the Applicable Margin; provided that notwithstanding the foregoing, such interest rate shall at no time be less than 0.00% per annumRate. (c) Notwithstanding the foregoing, if any principal of or interest on any Loan or any fee or other amount payable by the Borrower all amounts outstanding hereunder is and not paid when due, whether at stated maturity, upon acceleration or otherwise, such overdue amount due in accordance with the provisions hereof shall bear interest, after as well as before judgment, at a rate per annum equal to (i) in the case of overdue principal of any Loan, 2.002% per annum plus the rate otherwise applicable to such Loan as provided in clause (a) or (b) the preceding paragraphs of this Section 2.10 or (ii) in the case of any other amountoverdue amount (including overdue interest), 2.002% per annum plus the rate applicable to Base Rate ABR Loans as provided in clause paragraph (a) of this SectionSection 2.10. (d) Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date for such Loan; provided that (i) interest accrued pursuant to clause paragraph (c) of this Section 2.10 shall be payable on demand, (ii) in the event of any repayment or prepayment of any Loan, accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment, prepayment and (iii) in the event of any conversion of any Eurodollar Loan prior to the end of the current Interest Period therefor in accordance with this Agreementtherefor, accrued interest on such Loan shall be payable on the effective date of such conversion. (e) All interest hereunder shall be computed on the basis of a year of 360 days, except that interest computed by reference to the Alternate Base Rate at times when the Alternate Base Rate is based on the Prime Rate shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and in each case shall be payable for the actual number of days elapsed (including the first day but excluding the last day). The applicable Alternate Base Rate, Adjusted Eurodollar LIBO Rate or Eurodollar LIBO Rate shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error.

Interest. (a) The Loans comprising unpaid principal amount of each Base Rate Borrowing ABR Loan (including each Swingline Loan) shall bear interest from the date of the Borrowing thereof until maturity (whether by acceleration or otherwise) at a rate per annum that shall at all times be the Base Rate Applicable Margin for ABR Loans plus the Applicable Margin; provided that notwithstanding the foregoingABR, such interest rate shall at no in each case, in effect from time be less than 0.00% per annumto time. (b) The Loans comprising unpaid principal amount of each Eurodollar Borrowing LIBOR Loan shall bear interest from the date of the Borrowing thereof until maturity thereof (whether by acceleration or otherwise) at a rate per annum that shall at all times be the Adjusted Eurodollar Rate Applicable Margin for the Interest Period in effect for such Borrowing LIBOR Loans plus the Applicable Margin; provided that notwithstanding the foregoing, such interest rate shall at no time be less than 0.00% per annumrelevant Adjusted LIBOR Rate. (c) Notwithstanding the foregoingIf an Event of Default has occurred and is continuing under Section 11.1 or Section 11.5 hereto, if any all or a portion of (i) the principal amount of or interest on any Loan or (ii) any fee interest payable thereon or any other amount payable by the Borrower hereunder is shall not be paid when due, due (whether at the stated maturity, upon by acceleration or otherwise), such overdue amount shall bear interest, after as well as before judgment, interest at a rate per annum equal to (ithe “Default Rate”) that is (x) in the case of overdue principal of any Loanprincipal, the rate that would otherwise be applicable thereto plus 2.00% plus the rate otherwise applicable to such Loan as provided in clause (a) per annum or (b) of this Section or (iiy) in the case of any other overdue amount, including overdue interest, to the extent permitted by applicable law, the rate described in Section 2.8(a) for the applicable Class plus 2.00% plus per annum from the rate applicable date of such non-payment to Base Rate Loans the date on which such amount is paid in full (after as provided in clause (a) of this Sectionwell as before judgment). (d) Accrued interest Interest on each Loan shall accrue from and including the date of any Borrowing to but excluding the date of any repayment thereof and shall be payable in arrears on each Interest Payment Date for such LoanDollars; provided that any Loan that is repaid on the same date on which it is made shall bear interest for one day. Except as provided below, interest shall be payable (i) interest accrued pursuant to clause in respect of each ABR Loan, quarterly in arrears on the last Business Day of each fiscal quarter of the Borrower (c) of this Section shall be payable on demand, (ii) provided that in the event of any repayment or prepayment of any Loan, accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment), (ii) in respect of each LIBOR Loan, on the last day of each Interest Period applicable thereto and, in the case of an Interest Period in excess of three months, on each date occurring at three-month intervals after the first day of such Interest Period, and (iii) in the event respect of each Loan, (A) on any conversion of any Eurodollar Loan prior to the end of the current Interest Period therefor prepayment in accordance with this Agreementrespect thereof, accrued interest (B) at maturity (whether by acceleration or otherwise), and (C) after such maturity, on such Loan shall be payable on the effective date of such conversiondemand. (e) All computations of interest hereunder shall be computed on the basis of a year of 360 days, except that interest computed by reference to the Base Rate at times when the Base Rate is based on the Prime Rate shall be computed on the basis of a year of 365 days made in accordance with Section 5.5. (or 366 days in a leap year), and in each case shall be payable for the actual number of days elapsed (including the first day but excluding the last day). f) The applicable Base Rate, Adjusted Eurodollar Rate or Eurodollar Rate shall be determined by the Administrative Agent, upon determining the interest rate for any Borrowing of LIBOR Loans, shall promptly notify the Borrower and the relevant Lenders thereof. Each such determination shall shall, absent clearly demonstrable error, be final and conclusive absent manifest errorand binding on all parties hereto.

Interest. (a) The Loans comprising each Adjusted Base Rate Borrowing shall bear interest at the Base Rate plus the Applicable Margin; provided that notwithstanding the foregoing, such interest rate shall at no time be less than 0.00% per annum. (b) The Borrowings and Swingline Loans comprising each Eurodollar Borrowing shall bear interest at the Adjusted Base Rate. (b) Eurodollar Borrowings shall bear interest at the Adjusted LIBOR Rate for the Interest Period in effect for such Borrowing plus the Applicable Margin; provided that notwithstanding the foregoing, such interest rate shall at no time be less than 0.00% per annumBorrowing. (c) Notwithstanding the foregoing, if any an Event of Default has occurred and is continuing, then, so long as such Event of Default is continuing, all principal of or and interest on any each Loan or any and each fee or and other amount payable by the Borrower hereunder is not paid when due, whether at stated maturity, upon acceleration or otherwise, such overdue amount shall bear interest, after as well as before judgment, at a rate per annum equal to (i) in the case of overdue principal of any Loan, 2.002% plus the rate otherwise applicable to such Loan as provided in clause (a) or (b) the preceding paragraphs of this Section or (ii) in the case of any other amount, 2.002% plus the rate applicable to Adjusted Base Rate Loans as provided in clause (a) of this SectionRate. (d) Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date for such Loan; Loan and with respect to Revolving Loans, on the Maturity Date, and, with respect to Swingline Loans, on the Swingline Maturity Date, provided that (i) interest accrued pursuant to clause paragraph (c) of this Section shall be payable on demand, and (ii) in the event of any repayment or prepayment of any Loan, accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment, and (iii) in the event of any conversion of any Eurodollar Loan prior to the end of the current Interest Period therefor in accordance with this Agreementtherefor, accrued interest on such Loan shall be payable on the effective date of such conversion. (e) All interest hereunder shall be computed on the basis of a year of 360 days, except that interest computed by reference to the Base Rate at times when the Base Rate is based on the Prime Rate shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and in each case shall be payable for the actual number of days elapsed (including the first day but excluding the last day). The applicable Base Rate, Adjusted Eurodollar Rate or Eurodollar LIBOR Rate shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest clearly demonstrable error. (f) Any payment of principal, interest or fees due upon any of the Loans which is received by the Agent more than fifteen (15) calendar days after its due date shall incur a late payment charge equal to five percent (5%) of the amount of the payment due. All late payment charges shall be payable upon the demand of the Agent. The existence of the right by the Lenders to receive a late payment charge shall not be deemed to constitute a grace period or provide any right to the Borrower to make a payment other than on such payment’s scheduled due date.

Interest. (a) The Loans comprising each Base Rate Borrowing shall bear interest at the Base Rate plus the Applicable Margin; provided that notwithstanding the foregoingSubject to Section 3.01(b), such interest rate shall at no time be less than 0.00% per annum. (b) The Loans comprising each Eurodollar Borrowing shall bear interest at the Adjusted Eurodollar Rate for the Interest Period in effect for such Borrowing plus the Applicable Margin; provided that notwithstanding the foregoing, such interest rate shall at no time be less than 0.00% per annum. (c) Notwithstanding the foregoing, if any principal Holdings covenants and agrees to make cash payments of or interest on any Loan or any fee or other amount payable by the Borrower hereunder is not paid when due, whether at stated maturity, upon acceleration or otherwise, such overdue amount shall bear interest, after as well as before judgment, at a rate per annum equal to (i) in the case of overdue principal of any Loan, 2.00% plus the rate otherwise applicable to such Loan as provided in clause (a) or (b) of this Section or (ii) in the case of any other amount, 2.00% plus the rate applicable to Base Rate Loans as provided in clause (a) of this Section. (d) Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date for such Loan; provided that (i) interest accrued pursuant to clause (c) of this Section shall be payable on demand, (ii) in the event of any repayment or prepayment of any Loan, accrued interest on the principal amount repaid or prepaid of the Notes, at the rate of 10.0% per annum and payable semiannually in arrears, on December 31 and June 30 of each year, commencing on June 30, 2012 (each such payment date being referred to as an “Interest Payment Date”). Holdings shall be payable pay interest on overdue principal at the date rate of such repayment or prepayment, 13.0% per annum (and (iii) in shall pay interest on overdue installments of interest at the event rate of any conversion of any Eurodollar Loan prior 13.0% per annum to the end of the current extent lawful). Interest Period therefor in accordance with this Agreement, accrued interest on such Loan shall be payable on the effective date of such conversion. (e) All interest hereunder shall be computed on the basis of a 360-day year of 360 daystwelve 30-day months and shall accrue from and after the date of issuance of the Notes. The parties agree that they will treat the Notes as indebtedness for U.S. federal income tax purposes, except that interest computed upon a final determination by reference the applicable taxing authority. (b) Notwithstanding anything to the Base Rate at times when contrary contained in Section 3.01(a), Holdings, upon not less than five Business Days’ notice to the Base Rate is based Holders, may defer all or a portion of the accrued interest on the Prime Rate Notes that is due and payable on any Interest Payment Date, provided that such amount of accrued interest shall be computed multiplied by 1.3 (such product being referred to as the “PIK Interest”) and the PIK Interest shall be added to the principal amount of the Notes on such Interest Payment Date (with the basis result that such interest shall have accrued at an effective rate of 13.0% instead of 10.0% through such Interest Payment Date). For the avoidance of doubt, any interest that remains unpaid past the thirty day period provided in Section 10.01(b), shall be capitalized as PIK Interest in accordance with this Section 3.01(b). (c) On the first Interest Payment Date following the fifth anniversary of the “issue date” as defined in Treasury Regulation Section 1.1273-2(a)(2) of the Notes, and on each Interest Payment Date thereafter Holdings shall prepay a year portion of 365 days each then outstanding Note in an amount equal to the AHYDO Catch-Up Payment for such Interest Payment Date with respect to such Note. The “AHYDO Catch-Up Payment” for a particular Interest Payment Date with respect to each Note means the minimum payment on such Note sufficient to ensure that as of the close of such Interest Payment Date, the aggregate amount which would be includible in gross income with respect to such Note before the close of such Interest Payment Date (as described in Section 163(i)(2)(A) of the Code) does not exceed the sum (described in Section 163(i)(2)(B) of the Code) of (i) the aggregate amount of interest to be paid on such Note (including for this purpose any AHYDO Catch-Up Payments) before the close of such Interest Payment Date plus (ii) the product of the issue price of such Note as defined in Section 1273(b) of the Code and its yield to maturity (within the meaning of Section 163(i)(2)(B) of the Code), with the result that such Note is not treated as having “significant original issue discount” within the meaning of Section 163(i)(1)(C) of the Code; provided, however, for avoidance of doubt, that if the yield to maturity of such Note is less than the amount described in Section 163(i)(1)(B) of the Code, the AHYDO Catch-Up Payment shall be zero for each Interest Payment Date with respect to such Note. This Section 3.01(c) shall be interpreted consistently with the intent that no Note (or 366 days in a leap year), and in each case any portion thereof) shall be payable for an “applicable high yield discount obligation” (an “AHYDO”) within the actual number meaning of days elapsed (including Section 163(i)(1) of the first day but excluding the last day)Code. The applicable Base Rate, Adjusted Eurodollar Rate or Eurodollar Rate computations and determinations required in connection with any AHYDO Catch-Up Payment shall be determined made by the Administrative Agent, Holdings in its good faith reasonable discretion and such determination shall be conclusive binding upon the Note Purchaser absent manifest error.

Interest. (a) The Loans comprising unpaid principal amount of each Base Rate Borrowing ABR Loan shall bear interest from the date of the Borrowing thereof until maturity (whether by acceleration or otherwise) at a rate per annum that shall at all times be the Base Rate Applicable Margin for ABR Loans plus the Applicable Margin; provided that notwithstanding the foregoingABR, such interest rate shall at no in each case, in effect from time be less than 0.00% per annumto time. (b) The Loans comprising unpaid principal amount of each Eurodollar Borrowing LIBOR Loan shall bear interest from the date of the Borrowing thereof until maturity thereof (whether by acceleration or otherwise) at a rate per annum that shall at all times be the Adjusted Eurodollar Rate Applicable Margin for the Interest Period in effect for such Borrowing LIBOR Loans plus the Applicable Margin; provided that notwithstanding the foregoing, such interest rate shall at no time be less than 0.00% per annumrelevant LIBOR Rate. (c) Notwithstanding If all or a portion of (i) the foregoing, if any principal amount of or interest on any Loan or (ii) any fee interest payable thereon or any other amount payable by the Borrower hereunder is shall not be paid when due, due (whether at the stated maturity, upon by acceleration or otherwiseotherwise but after giving effect to any grace period set forth herein), during the continuance of an Event of Default under Section 11.1 such overdue amount shall bear interest, after as well as before judgment, interest at a rate per annum equal to that is (ithe “Default Rate”) (x) in the case of overdue principal of any Loanprincipal, the rate that would otherwise be applicable thereto plus 2.00% plus the rate otherwise applicable to such Loan as provided in clause (a) or (b) of this Section or (iiy) in the case of any other overdue amount, including overdue interest, to the extent permitted by applicable law, the rate described in Section 2.8(a) plus 2.00% plus from the rate applicable date of such non-payment to Base Rate Loans the date on which such amount is paid in full (after as provided in clause (a) of this Sectionwell as before judgment). (d) Accrued interest Interest on each Loan shall accrue from and including the date of any Borrowing to but excluding the date of any repayment thereof; provided, that any Loan that is repaid on the same date on which it is made shall bear interest for one day. Except as provided below, interest shall be payable (i) in respect of each ABR Loan, quarterly in arrears on the last Business Day of each Interest Payment Date for such LoanMarch, June, September and December ; provided provided, that (i) interest accrued pursuant to clause (c) of this Section shall also be payable on demand, (ii) in any Term Loans that are ABR Loans on the event date of any repayment or prepayment of any Loanprincipal of such Term Loans, accrued interest on with respect to the principal amount being repaid or prepaid prepaid, as applicable, (ii) in respect of each LIBOR Loan, on the last day of each Interest Period applicable thereto and, in the case of an Interest Period in excess of three months, on each date occurring at three-month intervals after the first day of such Interest Period; provided, that interest shall also be payable on any Term Loans that are LIBOR Loans on the date of such any repayment or prepaymentprepayment of principal of such Term Loans, with respect to the principal amount being repaid or prepaid, as applicable, and (iii) in the event respect of any conversion of any Eurodollar Loan prior to the end of the current Interest Period therefor in accordance with this Agreementeach Loan, accrued interest (A) at maturity (whether by acceleration or otherwise), and (B) after such maturity, on such Loan shall be payable on the effective date of such conversiondemand. (e) All computations of interest hereunder shall be computed on the basis of a year of 360 days, except that interest computed by reference to the Base Rate at times when the Base Rate is based on the Prime Rate shall be computed on the basis of a year of 365 days made in accordance with Section 5.5. (or 366 days in a leap year), and in each case shall be payable for the actual number of days elapsed (including the first day but excluding the last day). f) The applicable Base Rate, Adjusted Eurodollar Rate or Eurodollar Rate shall be determined by the Administrative Agent, upon determining the interest rate for any Borrowing of LIBOR Loans, shall promptly notify the Borrower and the relevant Lenders thereof. Each such determination shall shall, absent clearly demonstrable error, be final and conclusive absent manifest errorand binding on all parties hereto.

Interest. (a) The Loans comprising each Base Rate ABR Borrowing shall bear interest at the Alternate Base Rate plus the Applicable Margin; provided that notwithstanding the foregoing, such interest rate shall at no time be less than 0.00% per annumRate. (b) The Loans comprising each Eurodollar Borrowing shall bear interest at the Adjusted Eurodollar LIBO Rate for the Interest Period in effect for such Borrowing plus the Applicable Margin; provided that notwithstanding the foregoing, such interest rate shall at no time be less than 0.00% per annum0.35%. (c) Notwithstanding the foregoing, if any principal of or interest on any Loan or any fee or other amount payable by the any Borrower hereunder is not paid when due, whether at stated maturity, upon acceleration or otherwise, such overdue amount shall bear interest, after as well as before judgment, at a rate per annum equal to (i) in the case of overdue principal of any Loan, 2.002% plus the rate otherwise applicable to such Loan as provided in clause (a) or (b) the preceding paragraphs of this Section 2.10 or (ii) in the case of any other amount, 2.002% plus the rate applicable to Base Rate ABR Loans as provided in clause paragraph (a) of this SectionSection 2.10. (d) Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date for such LoanLoan and on the Commitment Expiration Date; provided that (i) interest accrued pursuant to clause paragraph (c) of this Section shall be payable on demand, (ii) in the event of any repayment or prepayment of any LoanLoan (other than a prepayment of an ABR Loan prior to the Commitment Expiration Date), accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment, prepayment and (iii) in the event of any conversion of any Eurodollar Loan prior to the end of the current Interest Period therefor in accordance with this Agreementtherefor, accrued interest on such Loan shall be payable on the effective date of such conversion. (e) All interest hereunder shall be computed on the basis of a year of 360 days, except that interest computed by reference to the Alternate Base Rate at times when the Alternate Base Rate is based on the Prime Rate shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and in each case shall be payable for the actual number of days elapsed (including the first day but excluding the last day). The applicable Alternate Base Rate, Adjusted Eurodollar Rate or Eurodollar Adjusted LIBO Rate shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error.

Interest. (a) The Loans comprising Borrower agrees to pay interest in respect of the unpaid principal amount of each Base Rate Borrowing Loan from the date of the making of such Loan until such Loan shall bear interest be paid in full at a rate per annum which shall be equal to the sum of the Alternate Base Rate in effect from time to time plus the Applicable Margin; provided that notwithstanding Margin Percentage, such rate to change as and when the foregoingAlternate Base Rate changes, such interest rate shall at no time to be less than 0.00% per annumcomputed (i) if calculated by reference to the Federal Funds Rate, on the basis of a 360-day year, and (ii) if calculated by reference to the Prime Rate, on the basis of a 365- or 366-day year, as applicable. (b) The Loans comprising Borrower agrees to pay interest in respect of the unpaid principal amount of each Eurodollar Borrowing Loan from the date of the making of such Eurodollar Loan until such Eurodollar Loan shall bear interest be paid in full at a rate per annum which shall be equal to the Adjusted sum of the relevant Eurodollar Rate for the Interest Period in effect for such Borrowing plus the Applicable Margin; provided that notwithstanding the foregoingMargin Percentage, such interest rate shall at no time to be less than 0.00% per annumcomputed on the basis of a 360-day year. (c) Notwithstanding In the foregoingevent that, if and for so long as, any Event of Default shall have occurred and be continuing, the outstanding principal amount of or all Loans and, to the extent permitted by law, overdue interest on any Loan or any fee or other amount payable by the Borrower hereunder is not paid when duein respect of all Loans, whether at stated maturity, upon acceleration or otherwise, such overdue amount shall bear interest, after as well as before judgment, interest at a rate per annum (the "DEFAULT RATE") equal to the sum of two percent (i2%) in the case of overdue principal of any Loan, 2.00% plus the interest rate otherwise applicable hereunder to such Loan as provided principal amount in clause (a) or (b) of this Section or (ii) in the case of any other amount, 2.00% plus the rate applicable effect from time to Base Rate Loans as provided in clause (a) of this Sectiontime. (d) Accrued interest Interest on each Loan shall accrue from and including the date of the Borrowing thereof to but excluding the date of any repayment thereof (provided that any Revolving Loan borrowed and repaid on the same day shall accrue one day's interest) and shall be payable (i) in respect of each Base Rate Loan, quarterly in arrears on each Interest Payment Date for such Loan; provided that (i) interest accrued pursuant to clause (c) of this Section shall be payable on demandDate, (ii) in the event respect of any repayment or prepayment of any each Eurodollar Loan, accrued interest on the principal amount repaid or prepaid shall be payable last day of each Interest Period applicable to such Loan and, in the case of an Interest Period of six months, on the date occurring three months from the first day of such repayment or prepaymentInterest Period and on the last day of such Interest Period, and (iii) in the event case of all Loans, on any prepayment or conversion of any Eurodollar Loan prior to the end of the current Interest Period therefor in accordance with this Agreement, accrued interest on such Loan shall be payable (on the effective date of amount prepaid or converted), at maturity (whether by acceleration or otherwise) and, after such conversionmaturity, on demand. (e) All interest hereunder shall be computed on The Agent shall, upon determining the basis of a year of 360 days, except that interest computed by reference to the Base Rate at times when the Base Rate is based on the Prime Rate shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and in each case shall be payable for the actual number of days elapsed (including the first day but excluding the last day). The applicable Base Rate, Adjusted Eurodollar Rate or Eurodollar Rate shall be determined by for any Interest Period, promptly notify the Administrative Agent, Borrower and such determination shall be conclusive absent manifest errorthe Lenders thereof.

Interest. (a) The Loans comprising each Base Rate Borrowing shall bear interest at the Base Rate plus the Applicable Margin; provided that notwithstanding the foregoing, such interest rate shall at no time be less than 0.00% per annum. (b) The Loans comprising each Eurodollar Borrowing shall bear interest at the Adjusted Eurodollar Rate for the Interest Period in effect for such Borrowing plus the Applicable Margin; provided that notwithstanding the foregoing, such interest rate shall at no time be less than 0.00% per annum. (c) Notwithstanding the foregoing, if any principal of or interest on any Loan or any fee or other amount payable by the Borrower hereunder is not paid when due, whether at stated maturity, upon acceleration or otherwise, such overdue amount shall bear interest, after as well as before judgment, at a rate per annum equal to (i) in the case of overdue principal of any Loan, 2.00% plus the rate otherwise applicable to such Loan as provided in clause (a) or (b) of this Section or (ii) in the case of any other amount, 2.00% plus the rate applicable to Base Rate Loans as provided in clause (a) of this Section. (d) Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date for such Loan; provided that (i) interest accrued pursuant to clause (c) of this Section shall be payable on demand, (ii) in the event of any repayment or prepayment of any Loan, accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment, and (iii) in the event of any conversion of any Eurodollar Loan prior to the end of the current Interest Period therefor in accordance with this Agreement, accrued interest on such Loan shall be payable on the effective date of such conversion. (e) All interest hereunder shall be computed on the basis of a year of 360 days, except that interest computed by reference to the Base Rate at times when the Base Rate is based on the Prime Rate shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and in each case shall be payable for the actual number of days elapsed (including the first day but excluding the last day). The applicable Base Rate, Adjusted Eurodollar Rate or Eurodollar Rate shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error.

Interest. Borrower shall pay interest to Administrative Agent for the account of the applicable Bank on the outstanding and unpaid principal amount of the Loans, at a rate per annum as follows: (a1) The Loans comprising each for Base Rate Borrowing shall bear interest Loans at a rate equal to the Base Rate plus the Applicable Margin; provided that notwithstanding the foregoing, such interest Margin and (2) for Term Benchmark Loans at a rate shall at no time be less than 0.00% per annum. (b) The Loans comprising each Eurodollar Borrowing shall bear interest at equal to the Adjusted Eurodollar Term SOFR Rate for the Interest Period in effect for such Borrowing Loan plus the Applicable Margin; provided that notwithstanding the foregoing, such interest rate shall at no time be less than 0.00% per annum. (c) Notwithstanding the foregoing, if any . Any principal of or interest on any Loan or any fee or other amount payable by the Borrower hereunder is not paid when duedue (when scheduled, whether at stated maturity, upon acceleration or otherwise, such overdue amount ) shall bear interestinterest thereafter, after as well as before judgment, at a rate per annum equal to (i) in the case of overdue principal of any Loan, 2.00% plus the rate otherwise applicable to such Loan as provided in clause (a) or (b) of this Section or (ii) in the case of any other amount, 2.00% plus the rate applicable to Base Rate Loans as provided in clause (a) of this Section. (d) Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date for such Loan; provided that (i) interest accrued pursuant to clause (c) of this Section shall be payable on demand, (ii) in at the event of any repayment or prepayment of any Loan, accrued Default Rate. The interest rate on Base Rate Loans shall change when the principal amount repaid or prepaid Base Rate changes. Interest shall be payable on calculated for the date actual number of such repayment or prepayment, and (iii) in the event of any conversion of any Eurodollar Loan prior to the end of the current Interest Period therefor in accordance with this Agreement, accrued interest on such Loan shall be payable on the effective date of such conversion. (e) All interest hereunder shall be computed days elapsed on the basis of a year consisting of 360 days, three hundred sixty (360) days (except that interest computed by reference to the Base Rate at times when the Base Rate is based on the Prime Rate shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and in . In each case interest shall be payable for the actual number of days elapsed (including the first day but excluding the last day). All interest hereunder on any Loan shall be computed on a daily basis based upon the outstanding principal amount of such Loan as of the applicable date of determination. The applicable Base Rate, Adjusted Eurodollar Term SOFR Rate or Eurodollar Term SOFR Rate shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error. Notwithstanding anything herein to the contrary, if at any time the interest rate applicable to any Loan, together with all fees, charges and other amounts which are treated as interest on such Loan under applicable law (collectively, the “Charges”), shall exceed the maximum lawful rate (the “Maximum Rate”) which may be contracted for, charged, taken, received or reserved by the Bank holding such Loan in accordance with applicable law, the rate of interest payable in respect of such Loan hereunder, together with all Charges payable in respect thereof, shall be limited to the Maximum Rate and, to the extent lawful, the interest and Charges that would have been payable in respect of such Loan but were not payable as a result of the operation of this paragraph shall be cumulated and the interest and Charges payable to such Bank in respect of other Loans or periods shall be increased (but not above the Maximum Rate therefor) until such cumulated amount, together with interest thereon at the Federal Funds Effective Rate to the date of repayment, shall have been received by such Bank. Accrued interest shall be due and payable in arrears, in the case of Base Rate Loans and Term Benchmark Loans on each Interest Payment Date; provided, however, that interest accruing at the Default Rate shall be due and payable on demand.

Interest. (a) The Loans comprising each Base Rate ABR Borrowing shall bear interest at a rate per annum equal to the Alternate Base Rate plus the Applicable Margin plus the Step-Up Margin; provided that notwithstanding the foregoing, such interest rate shall at no time be less than 0.00% per annum. (b) The Loans comprising each Eurodollar Borrowing shall bear interest at a rate per annum equal to the Adjusted Eurodollar LIBO Rate for the Interest Period in effect for such Borrowing plus the Applicable Margin plus the Step-Up Margin; provided that notwithstanding the foregoing, such interest rate shall at no time be less than 0.00% per annum. (c) Notwithstanding the foregoing, if any principal of or interest on any Loan or any fee or other amount payable by the Borrower hereunder is not paid when due, whether at stated maturity, upon acceleration or otherwise, such overdue amount shall bear interest, after as well as before judgment, at a rate per annum equal to (i) in the case of overdue principal of any Loan, 2.002% plus the rate otherwise applicable to such Loan as provided in clause (a) or (b) of this Section above or (ii) in the case of any other amount, 2.002% plus the rate applicable to Base Rate ABR Loans as provided in clause (a) of this Sectionabove. (d) Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date for such Loan; provided that (i) interest accrued pursuant to clause paragraph (c) of this Section shall be payable on demand, (ii) in the event of any repayment or prepayment of any Loan (other than a prepayment of an ABR Loan), accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment, and (iii) in the event of any conversion of any Eurodollar Loan prior to the end of the current Interest Period therefor in accordance with this Agreementtherefor, accrued interest on such Loan shall be payable on the effective date of such conversionconversion and (iv) all accrued interest shall be payable upon the Maturity Date. (e) All interest hereunder shall be computed on the basis of a year of 360 daysdays for actual days elapsed, except that interest computed by reference to the Alternate Base Rate at times when the Alternate Base Rate is based on the Prime Rate shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and in each case shall be payable for the actual number of days elapsed (including the first day but excluding the last day). The applicable Alternate Base Rate, Adjusted Eurodollar LIBO Rate or Eurodollar and LIBO Rate shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error.

Interest. (a) The unpaid principal amount of all Prime Loans comprising each Base Rate Borrowing shall will bear interest at a rate equal to the Base Prime Rate plus the Applicable Margin; provided that notwithstanding the foregoing, such interest rate shall at no time be less than 0.00minus 0.25% per annum. The unpaid principal amount of all LIBOR Loans will bear interest at a rate equal to the LIBOR Interest Rate plus 1.65% per annum. Notwithstanding anything herein to the contrary, in the event that the LIBOR Interest Rate is at any time less than zero percent (0.00%), for purposes hereof, the LIBOR Interest Rate applicable to any Borrowing shall be deemed to be zero percent (0.00%) per annum, and the interest rate applicable to such Borrowing for such Interest Period shall be 1.65% per annum. Interest on the Loans shall be payable, in arrears, on the applicable Interest Payment Dates, and on the Maturity Date. (b) The Loans comprising each Eurodollar Borrowing shall bear interest at the Adjusted Eurodollar Rate for the Interest Period in effect for such Borrowing plus the Applicable Margin; provided that notwithstanding the foregoing, such interest rate shall at no time be less than 0.00% per annum. (c) Notwithstanding the foregoing, if any principal of or interest on any Loan or any fee or other amount payable by the Borrower hereunder is not paid when due, whether at stated maturity, upon acceleration acceleration, by mandatory prepayment or otherwise, or an Event of Default exists, the principal on the Loans and/or such overdue amount shall bear interest, after as well as before judgment, at a rate per annum equal to (i) in the case of overdue principal of any Loan, 2.002% plus the rate otherwise applicable to such Loan as provided in clause paragraph (a) or (b) of this Section or (ii) in the case of any other amount, 2.002% plus the rate applicable to Base Rate Prime Loans as provided in clause paragraph (a) of this Section. (dc) Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date for such LoanLoan and upon termination of the Loans; provided that (i) interest accrued pursuant to clause paragraph (cb) of this Section shall be payable on demand, (ii) in the event of any repayment or prepayment of any LoanLoan (other than a prepayment of a Prime Loan prior to the end of the Availability Period), accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment, prepayment and (iii) in the event of any conversion of any Eurodollar LIBOR Loan prior to the end of the current Interest Period therefor in accordance with this Agreementtherefor, accrued interest on such Loan shall be payable on the effective date of such conversion. (ed) All interest hereunder shall be computed on the basis of a year of 360 days, except that interest computed by reference to the Base Rate at times when the Base Rate is based on the Prime Rate shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and in each case shall be payable for the actual number of days elapsed (including the first day but excluding the last day). The applicable Base Rate, Adjusted Eurodollar Prime Rate or Eurodollar LIBOR Interest Rate shall be determined by the Administrative AgentLender, and such determination shall be conclusive absent manifest error.

Interest. (a) The Loans comprising unpaid principal amount of each Base Rate Borrowing ABR Loan shall bear interest from the date of the Borrowing thereof until maturity (whether by acceleration or otherwise) at a rate per annum that shall at all times be the Base Rate Applicable Margin in effect from time to time plus the Applicable Margin; provided that notwithstanding the foregoing, such interest rate shall at no ABR in effect from time be less than 0.00% per annumto time. (b) The Loans comprising unpaid principal amount of (x) each Eurodollar Borrowing Fixed Rate Loan not denominated in Pounds Sterling shall bear interest from the date of the Borrowing thereof until maturity thereof (whether by acceleration or otherwise) at a rate per annum that shall at all times be the Adjusted Eurodollar Rate for the Interest Period Applicable Margin in effect for such Borrowing from time to time plus the Applicable Margin; provided relevant Fixed Rate in effect from time to time and (y) Fixed Rate Loans denominated in Pounds Sterling shall bear interest from the date of the Borrowing thereof until maturity thereof (whether by acceleration or otherwise) at a rate per annum for each day within such period that notwithstanding the foregoing, such interest rate shall at no all times be the Applicable Margin in effect from time be less than 0.00% per annumto time plus the relevant Fixed Rate in effect from time to time. (c) Notwithstanding If at any time after the foregoingoccurrence of and during the continuance of an Event of Default under Section 11.1, if any all or a portion of the principal amount of or interest on any Loan or any fee interest payable thereon or any fees or other amount payable by the Borrower amounts due hereunder is shall not be paid when due, due (whether at the stated maturity, upon by acceleration or otherwise), such overdue amount shall bear interest, after as well as before judgment, interest (including post-petition interest in any case or proceeding under any applicable Debtor Relief Law) at a rate per annum equal to that is (i) in the case of overdue principal of any Loanprincipal, the rate that would otherwise be applicable thereto plus 2.00% plus the rate otherwise applicable to such Loan as provided in clause (a) or (b) of this Section or (ii) in the case of any overdue interest, fees or other amountamounts due hereunder, to the extent permitted by Applicable Law, the rate described in Section 2.8(a) plus 2.00% plus from and including the rate applicable date of such non-payment to Base Rate Loans as provided but excluding the date on which such amount is paid in clause (a) of this Sectionfull. All such interest shall be payable on demand. (d) Accrued interest Interest on each Loan shall accrue from and including the date of any Borrowing to but excluding the date of any repayment thereof, and shall be payable in arrears on each Interest Payment Date for such Loan; Dollars or Alternative Currencies, as applicable, and, except as otherwise provided that below, shall be payable (i) interest accrued pursuant to clause (c) in respect of this Section shall be payable each ABR Loan, quarterly in arrears on demandthe last Business Day of each March, June, September and December, (ii) in respect of each Eurocurrency Loan or Term SOFR Loan, on the event last day of each Interest Period applicable thereto and, in the case of an Interest Period in excess of three months, on each date occurring at three-month intervals after the first day of such Interest Period, (iii) in respect of each Loan (except in the case of prepayments of any repayment ABR Revolving Credit Loans that are not made in connection with the termination or permanent reduction of the Revolving Credit Commitments), on any prepayment date (on the amount prepaid), at maturity (whether by acceleration or otherwise) and, after such maturity, on demand; provided that a Loan that is repaid on the same day on which it is made shall bear interest for one day and (iv) in respect of any each Loan, accrued interest on to the principal amount repaid or prepaid shall be payable extent necessary to create a fungible tranche of Term Loans, on the date of such repayment or prepayment, and (iii) in the event Incurrence of any conversion of any Eurodollar Loan prior to the end of the current Interest Period therefor in accordance with this Agreement, accrued interest on such Loan shall be payable on the effective date of such conversionIncremental Term Loans. (e) All computations of interest hereunder shall be computed on the basis of a year of 360 days, except that interest computed by reference to the Base Rate at times when the Base Rate is based on the Prime Rate shall be computed on the basis of a year of 365 days made in accordance with Section 5.5. (or 366 days in a leap year), and in each case shall be payable for the actual number of days elapsed (including the first day but excluding the last day). f) The applicable Base Rate, Adjusted Eurodollar Rate or Eurodollar Rate shall be determined by the Administrative Agent, upon determining the interest rate for any Borrowing of Fixed Rate Loans shall promptly notify the Borrower and the relevant Lenders thereof. Each such determination shall, absent clearly demonstrable error, be final and conclusive and binding on all parties hereto. (g) Except as otherwise provided herein, whenever any payment hereunder or under the other Credit Documents shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such determination extension of time shall in such case be conclusive absent manifest errorincluded in the computation of payment of interest or commitment or letter of credit fee or commission, as the case may be.

Interest. (a1) The Term Loans comprising each Base Rate ABR Borrowing shall will bear interest at the Base Rate ABR plus the Applicable Margin; provided that notwithstanding the foregoing, such interest rate shall at no time be less than 0.00% per annum. (b2) The Term Loans comprising each Eurodollar Eurocurrency Borrowing shall will bear interest at the Adjusted Eurodollar LIBO Rate for the Interest Period in effect for such Borrowing plus the Applicable Margin; provided that notwithstanding the foregoing, such interest rate shall at no time be less than 0.00% per annum. (c3) Notwithstanding Following the foregoingoccurrence and during the continuation of a Specified Event of Default, if any principal of or the Borrowers will pay interest on any Loan or any fee or other amount payable by the Borrower overdue amounts hereunder is not paid when due, whether at stated maturity, upon acceleration or otherwise, such overdue amount shall bear interest, after as well as before judgment, at a rate per annum equal to (i) in the case of overdue principal of of, or interest on, any Term Loan, 2.00% plus the rate otherwise applicable to such Term Loan as provided in clause (a) or (b) the preceding paragraphs of this Section 2.10 or (ii) in the case of any other overdue amount, 2.00% plus the rate applicable to Base Rate ABR Loans as provided in clause (a1) of this SectionSection 2.10. (d4) Default interest (if unpaid) arising on an overdue amount will be compounded with the overdue amount only if, within the meaning of article 1343-2 of the French Code civil, such interest is due by a French Loan Party for a period of at least one year. (5) Accrued interest on each Term Loan shall will be payable in arrears (i) on each Interest Payment Date for such LoanTerm Loan and (ii) on the applicable Maturity Date; provided that (iA) interest accrued pursuant to clause paragraph (c3) of this Section shall 2.10 will be payable on demand, (iiB) in the event of any repayment or prepayment of any Term Loan, accrued interest on the principal amount repaid or prepaid shall will be payable on the date of such repayment or prepayment, prepayment and (iiiC) in the event of any conversion of any Eurodollar Eurocurrency Loan prior to the end of the current Interest Period therefor in accordance with this Agreementtherefor, accrued interest on such Term Loan shall will be payable on the effective date of such conversion. (e6) All interest hereunder shall will be computed on the basis of a year of 360 days, except that interest computed by reference to the Base Rate ABR at times when the Base Rate ABR is based on the Prime Rate shall prime rate, will be computed on the basis of a year of 365 days (or 366 days in a leap year), and and, in each case shall case, will be payable for the actual number of days elapsed (including the first day but excluding the last day). The applicable Base RateABR, Adjusted Eurodollar LIBO Rate or Eurodollar LIBO Rate shall will be determined by the Administrative Agent, and such determination shall will be conclusive absent manifest error.

Interest. (a) The Loans comprising Borrower agrees to pay interest in respect of the unpaid principal amount of each Base Rate Borrowing shall bear interest Loan (other than a Deferred Loan) from the date the proceeds thereof are made available to the Borrower until the maturity (whether by acceleration or otherwise) of such Loan at the Base Fixed Rate plus or if an election is made by the Applicable Margin; provided that notwithstanding Borrower to elect the foregoingFloating Rate pursuant to Section 2.07, at the Floating Rate. The Borrower agrees to pay interest in respect of the unpaid principal amount of each Deferred Loan from the date the proceeds thereof are made available (or deemed made available) to the Borrower until the maturity (whether by acceleration or otherwise) of such interest rate shall Deferred Loan at no time be less than 0.00% per annumthe Floating Rate. (b) The Loans comprising each Eurodollar Borrowing If the Borrower fails to pay any amount payable by it under a Credit Document on its due date, interest shall bear accrue on the overdue amount (in the case of overdue interest to the extent permitted by law) from the due date up to the date of actual payment (both before and after judgment) at a rate which is (i) where interest is payable at the Adjusted Fixed Rate, equal to [*]% plus, prior to the Rate Switch Date, the Eurodollar Rate or, on and from the Rate Switch Date, the Reference Rate which would have been payable if the overdue amount had, during the period of non-payment constituted a Loan for successive interest periods, each of a duration of three months plus [*]%, or (ii) where interest is payable on the Interest Period in effect for such Borrowing Loan at the Floating Rate and subject to paragraph (c) below, [*]% plus the Applicable Margin; provided that notwithstanding Floating Rate which would have been payable if the foregoingoverdue amount had, such during the period of non-payment, constituted a Loan for successive ​ ​ -40- ​ ​ ​ Interest Periods, each of a duration selected by the Facility Agent (acting reasonably). Any interest rate accruing under this Section 2.06(b) shall at no time be less than 0.00% per annumimmediately payable by the Borrower on demand by the Facility Agent. (c) Notwithstanding At any time when interest is payable at the foregoingFloating Rate, if any principal overdue amount consists of all or interest part of a Loan which became due on any Loan or any fee or other amount payable by a day which was not the Borrower hereunder is not paid when due, whether at stated maturity, upon acceleration or otherwise, such last day of a Floating Rate Interest Period relating to that Loan: (i) the first Interest Period for that overdue amount shall bear interest, after as well as before judgment, at have a rate per annum duration equal to the unexpired portion of the current Floating Rate Interest Period relating to that Loan; and (iii) in the case rate of interest applying to the overdue principal of any Loan, 2.00amount during that first Interest Period shall be [*]% plus the rate otherwise applicable to such Loan as provided in clause (a) or (b) of this Section or (ii) in which would have applied if the case of any other amount, 2.00% plus the rate applicable to Base Rate Loans as provided in clause (a) of this Sectionoverdue amount had not become due. (d) Accrued Default interest (if unpaid) arising on each Loan shall an overdue amount will be payable in arrears on each Interest Payment Date for such Loan; provided that (i) interest accrued pursuant to clause (c) of this Section shall be payable on demand, (ii) in compounded with the event of any repayment or prepayment of any Loan, accrued interest on the principal overdue amount repaid or prepaid shall be payable on the date of such repayment or prepayment, and (iii) in the event of any conversion of any Eurodollar Loan prior to at the end of the current each Interest Period therefor in accordance with this Agreement, accrued interest on such Loan shall be payable on the effective date of such conversionapplicable to that overdue amount but will remain immediately due and payable. (e) All Accrued and unpaid interest hereunder shall be computed on the basis of a year of 360 days, except that interest computed by reference to the Base Rate at times when the Base Rate is based on the Prime Rate shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and in each case shall be payable for in respect of each Loan on each Fixed Interest Payment Date (if interest is payable on the actual number of days elapsed (including Loan at the first day but excluding Fixed Rate) or, if interest is payable on the Loan at the Floating Rate, on the last dayday of each Interest Period applicable thereto, on any repayment or prepayment date (on the amount repaid or prepaid). The applicable Base , at maturity (whether by acceleration or otherwise) and, after such maturity, on demand. (i) At any time when interest is payable on the Loan at the Floating Rate, Adjusted upon each Interest Determination Date, the Facility Agent shall determine the Eurodollar Rate or Eurodollar or, on and from the Rate Switch Date, the Reference Rate (other than in the case where the Compounded Reference Rate is to apply) for each Interest Period applicable to the Loans to be made pursuant to the applicable Borrowing and shall be determined by promptly notify the Administrative Agent, Borrower and the respective Lenders thereof. Each such determination shall be conclusive shall, absent manifest error, be final and conclusive and binding on all parties hereto. (ii) If the Compounded Reference Rate is to apply to a Reference Rate Loan (or any part of it) in accordance with Section 2.06(i)(v), the Facility Agent shall (promptly upon the Compounded Reference Rate Interest Payment being determinable) notify: (A) the Borrower of the amount of the Compounded Reference Rate Interest Payment; and (B) the relevant Lenders and the Borrower of, to the extent it is then determinable, the Market Disruption Rate, it being acknowledged and agreed that each such determination shall, absent manifest error, be final and conclusive and binding on all parties hereto and that this Section 2.06(f)(ii) shall not apply to any Compounded Reference Rate Interest Payment determined pursuant to Section 2.09(g). ​ ​ -41- ​ ​ ​ (iii) The Facility Agent shall promptly notify the Borrower of each Funding Rate relating to any Reference Rate Loan. (iv) The Facility Agent shall notify the relevant Lenders and the Borrower of the determination of a rate of interest relating to a Reference Rate Loan (or any part of it) that is accruing interest at the Compounded Reference Rate to which Section 2.09(g) applies and, together with such notification, shall also notify: (A) the Borrower of the aggregate amount of interest to be paid by the Borrower; and (B) each Lender of its portion of the amount referred to in (A) above. (v) This Section 2.06(f) shall not require the Facility Agent to make any notification to any party on a day which is not a Business Day. (g) At any time when interest is payable on the Loan at the Fixed Rate, the Borrower shall reimburse each Lender on demand for the amount by which the 6 month Eurodollar Rate or, on and from the Rate Switch Date, the 6 month Term SOFR for any Fixed Rate Interest Period plus the fee for administrative expenses of [*]% per annum for such Fixed Rate Interest Period plus [*]% per annum less the Fixed Rate exceeds [*]% per annum (being the amount by which the interest make-up is limited under Section 1.1 of the CIRR General Terms and Conditions). (h) On and from the Rate Switch Date: (i) the use of the Reference Rate will replace the Eurodollar Rate for the calculation of interest of any Loan (or relevant part of it) accruing interest at the Floating Rate made available to the Borrower after such date or outstanding as at such date; and (ii) any Loan made available to the Borrower after the Rate Switch Date or outstanding as at such date will be a Reference Rate Loan. (i) Unavailability of Term SOFR: (i) Interpolated Term SOFR: If no Term SOFR is available for the Interest Period of a Reference Rate Loan or any part of it, the applicable Reference Rate shall, subject to Section 2.06(i)(v) below, be the Interpolated Term SOFR for a period equal in length to the Interest Period of that Reference Rate Loan or that part of such Reference Rate Loan.

Interest. (1) Subject to Section 2.3(4), Each Debenture issued hereunder, whether issued originally or in exchange for another Debenture, shall bear interest from the Issue Date, or from and including the last Interest Payment Date on which interest shall have been paid or made available for payment on the Debentures then Outstanding, whichever shall be the later, to but excluding the earlier of: (a) The Loans comprising each Base Rate Borrowing shall bear interest at the Base Rate plus the Applicable Margin; provided that notwithstanding the foregoing, such interest rate shall at no time be less than 0.00% per annum.following Interest Payment Date; (b) The Loans comprising each Eurodollar Borrowing shall bear interest at if purchased in accordance with Section 3.1, the Adjusted Eurodollar Rate for the Interest Period in effect for such Borrowing plus the Applicable Margin; provided that notwithstanding the foregoing, such interest rate shall at no time be less than 0.00% per annum.date of payment; (c) Notwithstanding if repurchased in accordance with Section 3.3, the foregoing, if any principal Change of or interest on any Loan or any fee or other amount payable by the Borrower hereunder is not paid when due, whether at stated maturity, upon acceleration or otherwise, such overdue amount shall bear interest, after as well as before judgment, at a rate per annum equal to (i) in the case of overdue principal of any Loan, 2.00% plus the rate otherwise applicable to such Loan as provided in clause (a) or (b) of this Section or (ii) in the case of any other amount, 2.00% plus the rate applicable to Base Rate Loans as provided in clause (a) of this Section.Control Repurchase Date; (d) Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date for such Loan; provided that (i) interest accrued pursuant to clause (c) of this Section shall be payable on demand, (ii) in the event of any repayment or prepayment of any Loan, accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment, and (iii) in the event of any conversion of any Eurodollar Loan prior to the end of the current Interest Period therefor if converted in accordance with this AgreementArticle 4, accrued interest on such Loan shall be payable on the effective date of such conversion.Conversion Date; (e) All if redeemed in accordance with any other provision of this Indenture, the Maturity Date, subject to certain exceptions set out in Section 3.2; and (f) the Maturity Date; as the case may be (the “Interest Period”). The interest hereunder payable per $1,000 principal amount of Debentures in respect of an Interest Period other than an Interest Period that ends on an Interest Payment Date shall be calculated by multiplying $1,000 by the interest rate of 8.0% per annum, computed on the basis of a 360-day year composed of 360 daystwelve 30-day months. For the purposes of the Interest Act (Canada) and disclosure under such act, except that whenever interest computed by reference to the Base Rate at times when the Base Rate be paid is based on the Prime Rate shall to be computed calculated on the basis of any period of time less than a calendar year (a “deemed year”) such rate of 365 days (or 366 days in a leap year), and in each case interest shall be payable expressed as a yearly rate by multiplying such rate of interest for the deemed year by the actual number of days elapsed in the calendar year in which the rate is to be ascertained and dividing it by the number of days in the deemed year. (including 2) Subject to the first day Debentures being converted in accordance with the terms of Article 4 or purchased prior to the Maturity Date in accordance with the terms of this Indenture, the Corporation shall pay to the Debentureholders on the Maturity Date all outstanding principal thereon and all accrued and unpaid interest thereto, up to but excluding the last day). The applicable Base Rate, Adjusted Eurodollar Rate or Eurodollar Rate Maturity Date. (3) All payments of interest in cash on the Uncertificated Debentures shall be determined made by electronic funds transfer or certified cheque made payable to the Administrative AgentDepository or its nominee on the day interest is payable for subsequent payment to Beneficial Holders of the applicable Uncertificated Debentures, unless the Corporation and the Depository otherwise agree. (4) For a period of 18 months from the Issue Date, any Interest Obligation payable hereunder shall automatically accrue to the principal amount of the Debentures, and such determination shall thereafter be conclusive absent manifest errordeemed to be part of the principal amount of the Debentures.

Interest. (a) The Loans comprising Borrower agrees to pay interest in respect of the unpaid principal amount of each Base Rate Borrowing shall bear interest Loan from the date the proceeds thereof are made available to the Borrower until the maturity (whether by acceleration or otherwise) of such Loan at the Base Fixed Rate plus or if an election is made by the Applicable Margin; provided that notwithstanding Borrower to elect the foregoingFloating Rate pursuant to Section 2.07, such interest rate shall at no time be less than 0.00% per annumthe Floating Rate. (b) The Loans comprising each Eurodollar Borrowing If the Borrower fails to pay any amount payable by it under a Credit Document on its due date, interest shall bear accrue on the overdue amount (in the case of overdue interest to the extent permitted by law) from the due date up to the date of actual payment (both before and after judgment) at a rate which is (i) where interest is payable at the Adjusted Fixed Rate, equal to [*] plus the Eurodollar Rate which would have been payable if the overdue amount had, during the period of non-payment constituted a Loan for successive interest periods, each of a duration of three months plus [*] or (ii) where interest is payable on the Loan at the Floating Rate and subject to paragraph (c) below, [*] plus the rate (including, for the avoidance of doubt, the margin) which would have been payable if the overdue amount had, during the period of non-payment, constituted a Loan for successive Interest Period in effect for such Borrowing plus Periods, each of a duration selected by the Applicable Margin; provided that notwithstanding Facility Agent (acting reasonably). Any interest accruing under this Section 2.06(b) shall be immediately payable by the foregoing, such interest rate shall at no time be less than 0.00% per annumBorrower on demand by the Facility Agent. (c) Notwithstanding At any time when interest is payable at the foregoingFloating Rate, if any principal overdue amount consists of all or interest part of a Loan which became due on any Loan or any fee or other amount payable by a day which was not the Borrower hereunder is not paid when due, whether at stated maturity, upon acceleration or otherwise, such last day of a Floating Rate Interest Period relating to that Loan: (i) the first Interest Period for that overdue amount shall bear interest, after as well as before judgment, at have a rate per annum duration equal to the unexpired portion of the current Floating Rate Interest Period relating to that Loan; and (iii) in the case rate of interest applying to the overdue principal of any Loan, 2.00% amount during that first Interest Period shall be [*] plus the rate otherwise applicable to such Loan as provided in clause (a) or (b) of this Section or (ii) in which would have applied if the case of any other amount, 2.00% plus the rate applicable to Base Rate Loans as provided in clause (a) of this Sectionoverdue amount had not become due. (d) Accrued Default interest (if unpaid) arising on each Loan shall an overdue amount will be payable in arrears on each Interest Payment Date for such Loan; provided that (i) interest accrued pursuant to clause (c) of this Section shall be payable on demand, (ii) in compounded with the event of any repayment or prepayment of any Loan, accrued interest on the principal overdue amount repaid or prepaid shall be payable on the date of such repayment or prepayment, and (iii) in the event of any conversion of any Eurodollar Loan prior to at the end of the current each Interest Period therefor in accordance with this Agreement, accrued interest on such Loan shall be payable on the effective date of such conversionapplicable to that overdue amount but will remain immediately due and payable. (e) All Accrued and unpaid interest hereunder shall be computed on the basis of a year of 360 days, except that interest computed by reference to the Base Rate at times when the Base Rate is based on the Prime Rate shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and in each case shall be payable for in respect of each Loan on each Fixed Interest Payment Date (if interest is payable on the actual number of days elapsed (including Loan at the first day but excluding Fixed Rate) or, if interest is payable on the Loan at the Floating Rate, on the last dayday of each Interest Period applicable thereto, on any repayment or prepayment date (on the amount repaid or prepaid). The applicable Base , at maturity (whether by acceleration or otherwise) and, after such maturity, on demand. (f) At any time when interest is payable on the Loan at the Floating Rate, Adjusted upon each Interest Determination Date, the Facility Agent shall determine the Eurodollar Rate or Eurodollar Rate for each Interest Period applicable to the Loans to be made pursuant to the applicable Borrowing and shall be determined by promptly notify the Administrative Agent, Borrower and the respective Lenders thereof. Each such determination shall be conclusive shall, absent manifest error, be final and conclusive and binding on all parties hereto. (g) At any time when interest is payable on the Loan at the Fixed Rate, the Borrower shall reimburse each Lender on demand for the amount by which the 6 month Eurodollar Rate for any Fixed Rate Interest Period plus the fee for administrative expenses of [*] per annum for such Fixed Rate Interest Period plus [*] per annum less the Fixed Rate exceeds [*] per annum (being the amount by which the interest make-up is limited under Section 1.1 of the CIRR General Terms and Conditions).

Interest. (i) Interest shall accrue on each of the Revolving Credit Loans at the Reference Rate or the Libor Rate for each of such Loan's Interest Periods in accordance with the Borrower's Interest Rate Elections for such Loans subject to and in accordance with the terms and conditions of this Agreement and the applicable Notes. The Borrower shall pay such interest to Agent for the pro rata account of each Bank in arrears on the Revolving Credit Loans outstanding from time to time after the Closing Date, in accordance with the following: (a) The Loans comprising if any such Loan is a Reference Rate Loan, such payments shall be made quarterly on the last Business Day of each Base Rate Borrowing March, June, September and December of each year, commencing on the first such date to occur after the Closing Date, and on the Termination Date; (b) if such Loan is a Libor Loan and is for a term of more than three months, such payments shall bear interest at be made every three months commencing on the Base Rate plus date that is three months after the Applicable Margin; provided that notwithstanding date on which such Libor Loan was made and, in addition to each such quarterly payment required pursuant to the foregoing, with respect to each such interest rate Loan as to which an Interest Adjustment Date occurs, on each such Interest Adjustment Date; and (c) if such Loan is a Libor Loan and is for a term of three months or less, with respect to each such Loan as to which an Interest Adjustment Date occurs, on each such Interest Adjustment Date. Interest shall at no time accrue and be less than 0.00% per annumpaid on the Swing Loans in accordance with Section 2.01 (b) (vii) and the Swing Loan Notes. (bii) The Loans comprising each Eurodollar Borrowing shall bear Any amount of principal, interest at the Adjusted Eurodollar Rate for the Interest Period in effect for such Borrowing plus the Applicable Margin; provided that notwithstanding the foregoing, such interest rate shall at no time be less than 0.00% per annum. (c) Notwithstanding the foregoing, if any principal of or interest on any Loan or any fee or other amount payable by the Borrower hereunder due under any Loan Document which is not paid when due, whether at stated maturity, upon by acceleration or otherwise, such overdue amount shall bear interest, after as well as before judgmentpayable on demand, at a floating interest rate per annum equal to two percent (i2.0%) above the interest rate otherwise in effect with respect to such amount or, if no interest rate is otherwise in effect with respect to any such amount two percent (2%) above the interest rate then applicable to Reference Rate Loans. (iii) Notwithstanding anything to the contrary set forth in this Agreement, in the event that any change in any Applicable Margin becomes retroactively effective and the Borrower has previously paid an amount of interest hereunder which is either in excess of or less than the amount of interest which the Borrower would have paid if the new Applicable Margin had been in effect as of the date as of which such change becomes retroactively effective, then the Borrower shall promptly pay to Agent for the pro rata account of each Bank, and, if applicable, each Bank shall promptly pay to Agent for the account of the Borrower such amount (or, in the case of overdue principal of any Loana payment to be made by the Banks, 2.00% plus the rate otherwise applicable to such Loan as provided in clause (a) or (b) of this Section or (ii) in the case of any other amount, 2.00% plus the rate applicable to Base Rate Loans as provided in clause (a) of this Section. (d) Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date for such Loan; provided that (i) interest accrued pursuant to clause (c) of this Section shall be payable on demand, (ii) in the event of any repayment or prepayment of any Loan, accrued interest on the principal amount repaid or prepaid shall be payable on the date Bank's Pro Rata Share of such repayment or prepayment, and (iiiamount) in as may be necessary to adjust the event of any conversion of any Eurodollar Loan prior interest paid by the Borrower to equal the end of amount payable at the current Interest Period therefor in accordance with this Agreement, accrued new Applicable Margin for the period for which the Borrower paid interest on such Loan shall be payable on the effective date of such conversion. (e) All interest hereunder shall be computed on the basis of a year of 360 days, except that interest computed by reference to the Base Rate at times when the Base Rate is based on the Prime Rate shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and in each case shall be payable for the actual number of days elapsed (including the first day but excluding the last day). The applicable Base Rate, Adjusted Eurodollar Rate or Eurodollar Rate shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest errorold Applicable Margin.

Interest. The Borrower shall pay interest on the unpaid principal amount of each Advance from the date of such Advance until such principal amount shall be paid in full, at the following rates per annum: (a) The Loans comprising each During such periods as a Revolving Credit Advance is a Base Rate Borrowing shall bear interest Advance, a rate per annum equal at all times to the sum of the Base Rate in effect from time to time plus the Applicable MarginMargin in effect from time to time, payable quarterly in arrears on the last day of each March, June, September and December and on the date such Base Rate Advance shall be Converted or paid in full; provided that notwithstanding the foregoing, such interest rate shall at no time be less than 0.00% per annum. (b) The Loans comprising each Eurodollar Borrowing shall bear interest at the Adjusted Eurodollar Rate for the Interest Period in effect for such Borrowing plus the Applicable Margin; provided that notwithstanding the foregoing, such interest rate shall at no time be less than 0.00% per annum. (c) Notwithstanding the foregoing, if any amount of principal of or interest on any Loan or any fee or other amount payable by the Borrower hereunder a Base Rate Advance which is not paid when due, due (whether at stated maturity, upon by acceleration or otherwise, such overdue amount ) shall bear interest, after as well as before judgmentpayable on demand, from the date on which such amount is due until such amount is paid in full, at a rate per annum equal at all times to the sum of the rate otherwise payable thereon plus 2%. (b) During such periods as a Revolving Credit Advance is a Eurodollar Rate Advance, a rate per annum equal at all times during each Interest Period for such Advance to the sum of the Eurodollar Rate for such Interest Period plus the Applicable Margin in effect from time to time, payable on the last day of such Interest Period and, if such Interest Period has a duration of more than three months, on each day that occurs during such Interest Period every three months from the first day of such Interest Period and on the date such Eurodollar Rate Advance shall be Converted or paid in full; provided that any amount of principal of a Eurodollar Rate Advance which is not paid when due (whether at stated maturity, by acceleration or otherwise) shall bear interest, payable on demand, (i) from the date on which such amount is due until the end of the Interest Period for such Eurodollar Rate Advance, at a rate per annum equal at all times to the sum of the Eurodollar Rate for such Interest Period plus the Applicable Margin in effect from time to time plus 2%, and (ii) from the case end of overdue such Interest Period until such amount is paid in full, at a rate per annum equal at all times to the sum of the rate of interest in effect from time to time for Base Rate Advances plus 2%. (c) With respect to each Swingline Advance, a rate per annum equal at all times to the sum of the Base Rate in effect from time to time plus the Applicable Margin in effect from time to time, payable quarterly in arrears on the last day of each March, June, September and December and on the date such Swingline Advance shall be paid in full; provided that any amount of principal of any Loana Swingline Advance which is not paid when due (whether at stated maturity, 2.00% plus by acceleration or otherwise) shall bear interest, payable on demand, from the date on which such amount is due until such amount is paid in full, at a rate per annum equal at all times to the sum of the rate otherwise applicable to such Loan as provided in clause (a) or (b) of this Section or (ii) in the case of any other amount, 2.00% payable thereon plus the rate applicable to Base Rate Loans as provided in clause (a) of this Section2%. (d) Accrued interest Upon the occurrence and during the continuance of an Event of Default under Section 6.01(a) or Section 6.01(e), the Borrower shall pay simple interest, to the fullest extent permitted by law, on each Loan the amount of any interest, fee or other amount (other than principal of Advances which is covered by Sections 2.07(a), 2.07(b) and 2.07(c)) payable hereunder that is not paid when due, from the date such amount shall be due until such amount shall be paid in full, payable in arrears on each Interest Payment Date for the date such Loan; provided that (i) interest accrued pursuant to clause (c) of this Section amount shall be payable paid in full and on demand, (ii) in the event of any repayment or prepayment of any Loan, accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment, and (iii) in the event of any conversion of any Eurodollar Loan prior at a rate per annum equal at all times to the end sum of the current Interest Period therefor rate of interest in accordance with this Agreement, accrued interest on such Loan shall be payable on the effective date of such conversion. (e) All interest hereunder shall be computed on the basis of a year of 360 days, except that interest computed by reference effect from time to the time for Base Rate at times when the Base Rate is based on the Prime Rate shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and in each case shall be payable for the actual number of days elapsed (including the first day but excluding the last day). The applicable Base Rate, Adjusted Eurodollar Rate or Eurodollar Rate shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest errorAdvances plus 2% per annum.

Interest. (a) The Subject to paragraph (c) of this Section, the Loans comprising each Base Rate ABR Borrowing shall bear interest at a rate per annum equal to the Alternate Base Rate plus the Applicable Margin; provided that notwithstanding the foregoing, such interest rate shall at no time be less than 0.00% per annumRate. (b) The Subject to paragraph (c) of this Section, the Loans comprising each Eurodollar Borrowing shall bear interest at a rate per annum equal to the Adjusted Eurodollar LIBO Rate for the Interest Period in effect for such Borrowing plus the Applicable Margin; provided that notwithstanding the foregoing, such interest rate shall at no time be less than 0.00% per annumRate. (c) Notwithstanding the provisions of the foregoing paragraphs (a) and (b) of this Section, for each day during the period from and including December 1, 1999 through and including January 15, 2000, all Loans will bear interest at a rate per annum equal to the greater of (i) the ABR and (ii) the Federal Funds Effective Rate determined by the Administrative Agent to be in effect for such day plus 1.8%. (d) Notwithstanding the foregoing, if any principal of or interest on any Loan or any fee or other amount payable by the Borrower hereunder is not paid when due, whether at stated maturity, upon acceleration or otherwise, such overdue amount shall bear interest, after as well as before judgment, at a rate per annum equal to (i) in the case of overdue principal of any Loan, 2.002% plus the rate otherwise applicable to such Loan as provided in clause (a) or (b) of this Section above or (ii) in the case of any other amount, 2.002% plus the rate applicable to Base Rate ABR Loans as provided in clause (a) of this Sectionabove. (de) Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date for such Loan; provided that (i) interest accrued pursuant to clause paragraph (cd) of this Section shall be payable on demand, (ii) in the event of any repayment or prepayment of any LoanLoan (other than a prepayment of an ABR Revolving Loan prior to the end of the Availability Period), accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment, and (iii) in the event of any conversion of any Eurodollar Revolving Loan prior to the end of the current Interest Period therefor in accordance with this Agreementtherefor, accrued interest on such Loan shall be payable on the effective date of such conversionconversion and (iv) all accrued interest shall be payable upon termination of the Commitments. (ef) All interest hereunder shall be computed on the basis of a year of 360 days, except that interest computed by reference to the Alternate Base Rate at times when the Alternate Base Rate is based on the Prime Rate shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and in each case shall be payable for the actual number of days elapsed (including the first day but excluding the last day). The applicable Alternate Base Rate, Adjusted Eurodollar LIBO Rate or Eurodollar LIBO Rate shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error. The Administrative Agent shall as soon as practicable notify the Borrower and the Lenders of the effective date and the amount of each change in interest rate.

Interest. (a) The Loans comprising Borrower will pay interest in respect of the unpaid principal amount of each Revolving Loan, from the date of Revolving Borrowing thereof until such principal amount shall be paid in full, (i) at the Base Rate, as in effect from time to time during such periods as such Revolving Loan is a Base Rate Loan, and (ii) at the Adjusted LIBOR Rate, as in effect from time to time during such periods as such Revolving Loan is a LIBOR Loan, plus, in each case, the Applicable Margin Percentage in effect from time to time for each such Type of Loan. (b) The Borrower will pay interest in respect of the unpaid principal amount of each Swingline Loan, from the date of Swingline Borrowing thereof until such principal amount shall bear interest be paid in full, (i) at the Base Rate plus the Applicable Margin; provided that notwithstanding Margin Percentage for Base Rate Loans as in effect from time to time during such periods as such Swingline Loan is a Base Rate Loan, and (ii) at the foregoingSwingline Rate, as in effect from time to time during such interest rate shall at no time be less than 0.00% per annum. (b) The Loans comprising each Eurodollar Borrowing shall bear periods as such Swingline Loan bears interest at the Adjusted Eurodollar Rate for the Interest Period in effect for such Borrowing plus the Applicable Margin; provided that notwithstanding the foregoing, such interest rate shall at no time be less than 0.00% per annumSwingline Rate. (c) Notwithstanding Upon the foregoing, if occurrence and during the continuance of any default by the Borrower in the payment of any principal of or interest on any Loan or Loan, any fee fees or other amount payable by the Borrower hereunder is not paid when due, due (whether at stated maturity, upon pursuant to acceleration or otherwise), such overdue amount and (at the election of the Required Lenders) upon the occurrence and during the continuance of any Event of Default, all outstanding principal amounts of the Loans and, to the greatest extent permitted by law, all interest accrued on the Loans and all other accrued and outstanding fees and other amounts hereunder, shall bear interest, after as well as before judgment, interest at a rate per annum equal to the interest rate applicable from time to time thereafter to such Loans (iwhether based on the Base Rate, the Adjusted LIBOR Rate or the Swingline Rate) plus 2% (or, in the case of overdue principal fees and other amounts, at the Base Rate plus 2%), and, in each case, such default interest shall be payable on demand. To the greatest extent permitted by law, interest shall continue to accrue after the filing by or against the Borrower of any Loan, 2.00% plus the rate otherwise applicable petition seeking any relief in bankruptcy or under any law pertaining to such Loan as provided in clause (a) insolvency or (b) of this Section or (ii) in the case of any other amount, 2.00% plus the rate applicable to Base Rate Loans as provided in clause (a) of this Sectiondebtor relief. (d) Accrued (and theretofore unpaid) interest on each Loan shall be payable as follows: (i) in respect of each Base Rate Loan (including any Base Rate Loan or portion thereof paid or prepaid pursuant to the provisions of Section 2.6, except as provided hereinbelow), in arrears on the last Business Day of each Interest Payment Date for calendar quarter, beginning with the first such Loanday to occur after the Closing Date; provided provided, that (i) in the event the Loans are repaid or prepaid in full and the Commitments have been terminated, then accrued interest accrued pursuant to clause (c) in respect of this Section all Base Rate Loans shall be payable together with such repayment or prepayment on demand, the date thereof; (ii) in respect of each LIBOR Loan (including any LIBOR Loan or portion thereof paid or prepaid pursuant to the provisions of Section 2.6, except as provided hereinbelow), in arrears (y) on the last Business Day of the Interest Period applicable thereto (subject to the provisions of clause (iv) in Section 2.10 and (z) in addition, in the case of a LIBOR Loan with an Interest Period having a duration of six months or longer, on each date on which interest would have been payable under clause (y) above had successive Interest Periods of three months’ duration been applicable to such LIBOR Loan; 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 any such LIBOR Loans shall be payable together with such repayment or prepayment on the date thereof; (iii) in respect of each Swingline Loan, on the maturity date of such Loan, which shall be the last day of the Interest Period applicable thereto; and (iv) in respect of any Loan, accrued interest at maturity (whether pursuant to acceleration or otherwise) and, after maturity, on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment, and (iii) in the event of any conversion of any Eurodollar Loan prior to the end of the current Interest Period therefor in accordance with this Agreement, accrued interest on such Loan shall be payable on the effective date of such conversiondemand. (e) All interest hereunder Nothing contained in this Agreement or in any other Credit Document shall be computed on deemed to establish or require the basis payment of interest to any Lender at a year rate in excess of 360 days, except that the maximum rate permitted by Applicable Law. If the amount of interest computed by reference to the Base Rate at times when the Base Rate is based on the Prime Rate shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and in each case shall be payable for the actual number account of days elapsed any Lender on any interest payment date would exceed the maximum amount permitted by Applicable Law to be charged by such Lender, 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 Lender, if from time to time thereafter the amount of interest payable for the account of such Lender on any interest payment date would be less than the maximum amount permitted by Applicable Law to be charged by such Lender, 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 Lender 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. (f) The Administrative Agent shall promptly notify the Borrower and the Lenders upon determining the interest rate for each Revolving Borrowing of LIBOR Loans after its receipt of the relevant Notice of Revolving Borrowing or Notice of Conversion/Continuation, and upon each change in the Base Rate; provided, however, that the failure of the Administrative Agent to provide the Borrower or the Lenders with any such notice shall neither affect any obligations of the Borrower or the Lenders hereunder nor result in any liability on the part of the Administrative Agent to the Borrower or any Lender. Each such determination (including each determination of the first day but excluding the last day). The applicable Base RateReserve Requirement) shall, Adjusted Eurodollar Rate or Eurodollar Rate shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error, be conclusive and binding on all parties hereto.

Interest. (a) The Loans comprising unpaid principal amount of each Base Reference Rate Borrowing Loan shall bear interest from the date of the Borrowing thereof until maturity (whether by acceleration or otherwise) at a rate per annum which shall at all times be the Base Rate Applicable Margin plus the Applicable Margin; provided that notwithstanding the foregoingReference Rate, such interest rate shall at no in each case as in effect from time be less than 0.00% per annumto time. (b) The Loans comprising unpaid principal amount of each Eurodollar Borrowing Loan shall bear interest from the date of the Borrowing thereof until maturity (whether by acceleration or otherwise) at a rate per annum which shall at all times be the Adjusted Eurodollar Rate for the Interest Period in effect for such Borrowing Applicable Margin plus the Applicable Margin; provided that notwithstanding the foregoing, such interest rate shall at no time be less than 0.00% per annumrelevant Eurodollar Rate. (c) Notwithstanding Overdue principal and, to the foregoingextent permitted by law, if any principal overdue interest in respect of or each Loan under a given Tranche shall, in each case, bear interest on any Loan or any fee or other amount payable by the Borrower hereunder is not paid when due, whether at stated maturity, upon acceleration or otherwise, such overdue amount shall bear interest, after as well as before judgment, at a rate per annum equal to the Reference Rate in effect from time to time plus the sum of (i) in the case of overdue principal of any Loan, 2.002% plus the rate otherwise applicable to such Loan as provided in clause (a) or (b) of this Section or and (ii) the Applicable Margin for Loans of the respective Tranche maintained as Reference Rate Loans; provided that each Eurodollar Loan shall bear interest after maturity (whether by acceleration or otherwise) until the end of the Interest Period then applicable thereto at a rate per annum equal to 2% in excess of the case rate of interest applicable thereto at maturity. All other overdue amounts payable hereunder and under any other amount, 2.00Credit Document shall bear interest at a rate per annum equal to the rate which is 2% plus in excess of the rate applicable to Base Revolving Loans that are maintained as Reference Rate Loans as provided in clause (afrom time to time. Interest that accrues under this Section 1.08(c) of this Sectionshall be payable on demand. (d) Accrued interest Interest on each Loan shall accrue from and including the date of any Borrowing to but excluding the date of any repayment thereof and shall be payable (i) in respect of each Reference Rate Loan, quarterly in arrears on each Interest Quarterly Payment Date for such Loan; provided that (i) interest accrued pursuant to clause (c) of this Section shall be payable on demandDate, (ii) in the event respect of any repayment or prepayment of any each Eurodollar Loan, accrued interest on the principal amount repaid or prepaid shall be payable last day of each Interest Period applicable thereto and, in the case of an Interest Period in excess of three months, on each date occurring at three-month intervals after the first day of such Interest Period, and on any prepayment (on the date of such repayment or prepayment, amount prepaid) and (iii) in the event respect of any conversion of any Eurodollar Loan prior to the end of the current Interest Period therefor in accordance with this Agreementeach Loan, accrued interest at maturity (whether by acceleration or otherwise) and, after such maturity, on such Loan shall be payable on the effective date of such conversiondemand. (e) All computations of interest hereunder shall be computed on the basis of a year of 360 days, except that interest computed by reference to the Base Rate at times when the Base Rate is based on the Prime Rate shall be computed on the basis of a year of 365 days made in accordance with Section 12.07(b). (or 366 days in a leap year), and in each case shall be payable for the actual number of days elapsed (including the first day but excluding the last day). f) The applicable Base Rate, Adjusted Eurodollar Rate or Eurodollar Rate shall be determined by the Administrative Agent, upon determining the interest rate for any Borrowing of Eurodollar Loans for any Interest Period, shall promptly notify the Borrower and such determination shall be conclusive absent manifest errorthe Lenders thereof.

Interest. (a) The Loans comprising Borrower shall pay interest on the unpaid principal amount of each Loan owing to each Bank from the date of such Loan until such principal amount shall be paid in full, at the following rates per annum: (i) During such periods as such Loan is an Alternate Base Rate Borrowing shall bear interest Loan, a rate per annum equal at all times to the sum of (a) the Alternate Base Rate in effect from time to time, plus (b) the Applicable Margin; provided Margin in effect from time to time, payable in arrears quarterly on the last day of each March, June, September and December during such periods and on the date such Alternate Base Rate Loan shall be Converted or paid in full. (ii) During such periods as such Loan is a Eurodollar Rate Loan, a rate per annum equal at all times during each Interest Period for such Loan to the sum of (a) the Eurodollar Rate for such Interest Period for such Loan (b) the Applicable Margin in effect on the first day of such Interest Period, payable in arrears on the last day of such Interest Period and, if such Interest Period has a duration of more than three months, on each day that notwithstanding occurs during such Interest NEWY1\8114089.7 Period every three months from the foregoing, first day of such interest rate Interest Period and on the date such Eurodollar Rate Loan shall at no time be less than 0.00% per annumConverted or paid in full. (b) The Loans comprising each Eurodollar Borrowing shall bear interest at To the Adjusted Eurodollar Rate for fullest extent permitted by applicable law, the Interest Period in effect for such Borrowing plus the Applicable Margin; provided that notwithstanding the foregoingamount of any principal, such interest rate shall at no time be less than 0.00% per annum. (c) Notwithstanding the foregoinginterest, if any principal of or interest on any Loan or any fee or other amount payable by the Borrower hereunder under this Agreement or any other Loan Document to any Administrative Agent or any Bank that is not paid when due, whether at stated maturity, upon acceleration or otherwise, from the date such overdue amount shall bear interestbe due until such amount shall be paid in full, after as well as before judgmentpayable in arrears on the date such amount shall be paid in full and on demand, at a rate per annum equal at all times to (i) 2% per annum above the rate per annum required to be paid, in the case of overdue principal or interest, on the Type of any Loan, 2.00% plus the rate otherwise applicable Loan relating to such Loan as provided in principal or interest pursuant to clause (i) or (ii) of clause (a) or (b) of this Section or (ii) above, as applicable, and, in the case of any all other amountcases, 2.00% plus the rate applicable to on Alternate Base Rate Loans as provided in pursuant to clause (i) of clause (a) of this Sectionabove. (dc) Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date for such Loan; provided that (i) interest accrued Promptly after receipt of the Notice of Borrowing pursuant to clause Section 2.2(a) (cMaking of the Loans), a notice of Conversion pursuant to Section 2.8 (Conversion of Loans) or a notice of this Section shall be payable on demand, (ii) in the event selection of any repayment or prepayment of any Loan, accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment, and (iii) in the event of any conversion of any Eurodollar Loan prior an Interest Period pursuant to the end terms of the current definition of “Interest Period”, the Administrative Agent shall give notice to the Borrower and each Bank of the applicable Interest Period therefor in accordance with this Agreement, accrued and the applicable interest on such Loan shall be payable on the effective date of such conversion. (e) All interest hereunder shall be computed on the basis of a year of 360 days, except that interest computed by reference to the Base Rate at times when the Base Rate is based on the Prime Rate shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and in each case shall be payable for the actual number of days elapsed (including the first day but excluding the last day). The applicable Base Rate, Adjusted Eurodollar Rate or Eurodollar Rate shall be rate determined by the Administrative AgentAgent for purposes of clause (a)(i) or (a)(ii) above. If the Borrower shall fail to select the duration of any Interest Period for any Eurodollar Rate Loans in accordance with the provisions contained in the definition of “Interest Period”, the Administrative Agent will forthwith so notify the Borrower and such determination the Banks, whereupon the Borrower shall be conclusive absent manifest errordeemed to have selected a one-month Interest Period for each such Eurodollar Rate Loan.

Interest. (a) The Loans comprising each Base Rate Borrowing Each Revolving Loan (other than BA Advances) shall bear interest at on the Base Rate plus outstanding principal amount thereof from the Applicable Margin; provided that notwithstanding the foregoing, such interest rate shall at no time be less than 0.00% per annum. (b) The Loans comprising each Eurodollar applicable Borrowing shall bear interest at the Adjusted Eurodollar Rate for the Interest Period in effect for such Borrowing plus the Applicable Margin; provided that notwithstanding the foregoing, such interest rate shall at no time be less than 0.00% per annum. (c) Notwithstanding the foregoing, if any principal of or interest on any Loan or any fee or other amount payable by the Borrower hereunder is not paid when due, whether at stated maturity, upon acceleration or otherwise, such overdue amount shall bear interest, after as well as before judgment, Date at a rate per annum equal to the Adjusted Prime Rate for Canadian Dollar Advances, the Base Rate for U.S. Dollar Loans, and the Offshore Rate for LIBOR Loans (and subject to the Borrower's right to convert to another Type of Loans under Section 2.4), plus in each case the ---- Applicable Margin. (b) Interest on each Revolving Loan (other than BA Advances) shall be calculated on the daily outstanding balance thereof at the applicable interest rate (referred to in subsection 2.13(a) above) and paid by the Borrower (i) in the case of overdue principal of any Loan, 2.00% plus the rate otherwise applicable to such Loan as provided in clause (a) or (b) of this Section or LIBOR Loans on each Interest Payment Date and (ii) in the case of Canadian Dollar Advances and U.S. Dollar Loans on the last day of the then current calendar quarter. Accrued interest shall also be paid on the date of any other amount, 2.00% plus prepayment or repayment of LIBOR Loans under Section 2.7 or 2.10 attributable to the rate applicable to Base Rate portion of the Loans as provided in clause so prepaid or repaid and upon payment (aincluding prepayment) of this SectionLIBOR Loans in full thereof and, during the existence of any Event of Default, interest shall be paid by the Borrower on demand of the Agent. (d) Accrued Anything herein to the contrary notwithstanding, the obligations of the Borrower to any Bank hereunder shall be subject to the limitation that payments of interest shall not be required for any period for which interest is computed hereunder, to the extent (but only to the extent) that contracting for or receiving such payment by such Bank would be contrary to the provisions of any law applicable to such Bank limiting the highest rate of interest that may be lawfully contracted for, charged or received by such Bank, and in such event the Borrower shall pay such Bank interest at the highest rate permitted by applicable law. Without limiting the generality of the foregoing, in no event shall the aggregate "interest", (as that term is defined in Section 347 of the Criminal Code (Canada), as the same may be amended, replaced or re-enacted from time to time,) payable in respect of the Loans and other Obligations hereunder exceed the effective annual rate of interest on each Loan the "credit advanced", as defined therein, lawfully permitted under that section. The effective annual rate of interest shall be payable determined in arrears on each Interest Payment Date for such Loan; provided that (i) interest accrued pursuant to clause (c) accordance with Canadian generally accepted accounting principles and actuarial practices and principles over the term of this Section shall be payable on demandthe revolving term facility established hereby and, (ii) in the event of any repayment or prepayment dispute, a certificate of any Loana Fellow of the Canadian Institute of Actuaries appointed by the Agent (such appointee to be acceptable to the Borrower, accrued interest on the principal amount repaid or prepaid acting reasonably) shall be payable on conclusive for the date purposes of such repayment or prepayment, and (iii) in the event of any conversion of any Eurodollar Loan prior determination. Notwithstanding anything to the end of the current Interest Period therefor contrary contained in accordance with this Agreement, accrued interest on such Loan the Borrower in no event shall be payable on obliged to make payments of interest in excess of any amount or rate which would be prohibited by law or would result in the effective date of such conversion. (e) All interest hereunder shall be computed on the basis of a year of 360 days, except that interest computed by reference to the Base Rate at times when the Base Rate is based on the Prime Rate shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and in each case shall be payable for the actual number of days elapsed (including the first day but excluding the last day). The applicable Base Rate, Adjusted Eurodollar Rate or Eurodollar Rate shall be determined receipt by the Administrative Agent, and Agent or any Bank of interest at a criminal rate (as such determination shall be conclusive absent manifest error.terms are construed under the Criminal Code Canada)

Interest. (a) The Loans comprising each Base Rate ABR Borrowing (including each Swingline Loan) shall bear interest at the Alternate Base Rate in effect from time to time plus the Applicable Margin; provided that notwithstanding the foregoing, such interest rate shall at no time be less than 0.00% per annumRate. (b) The Loans comprising each Eurodollar Eurocurrency Borrowing shall bear interest at the Adjusted Eurodollar LIBO Rate for the Interest Period in effect for such Borrowing plus the Applicable Margin; provided that notwithstanding the foregoing, such interest rate shall at no time be less than 0.00% per annumRate. (c) The Loans comprising each Canadian Prime Rate Borrowing shall bear interest at the Canadian Prime Rate for the Interest Period in effect for such Borrowing plus the Applicable Rate. (d) Notwithstanding the foregoing, if any principal of or interest on any Loan or any fee or other amount payable by the a Borrower hereunder is not paid when due, whether at stated maturity, upon acceleration or otherwise, such overdue amount shall bear interest, after as well as before judgment, at a rate per annum equal to (i) in the case of overdue principal of any Loan, 2.002% plus the rate otherwise applicable to such Loan as provided in clause (a) or (b) the preceding paragraphs of this Section or (ii) in the case of any other amount, 2.002% plus (w) if such amount is denominated in Dollars, the rate applicable to Base Rate ABR Loans as provided in clause paragraph (a) of this Section, (x) if such amount is denominated in Canadian Dollars, the rate applicable to Canadian Prime Rate Loans as provided in paragraph (c) of this Section, or (y) in the case of non-Dollar denominated amounts Eurocurrency Loans denominated in such currency with a one month Interest Period (or, in the case of Mexican Pesos, a 28-day Interest Period). (de) Accrued interest on each Loan shall be payable in the currency in which such Loan is denominated in arrears on each Interest Payment Date for such LoanLoan and, in the case of Revolving Loans of any Class, upon termination of the Revolving Commitments of such Class; provided that (i) interest accrued pursuant to clause paragraph (ce) of this Section shall be payable on demand, (ii) in the event of any repayment or prepayment of any Loan (other than a prepayment of an ABR Revolving Loan or Canadian Prime Rate Loan prior to the end of the Availability Period or a Swingline Loan), accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment, prepayment and (iii) in the event of any conversion of any Eurodollar Eurocurrency Loan prior to the end of the current Interest Period therefor in accordance with this Agreementtherefor, accrued interest on such Loan shall be payable on the effective date of such conversion. (ef) All interest hereunder shall be computed on the basis of a year of 360 days, except that the Acceptance Fee, and interest computed by reference to the Alternate Base Rate at times when the Alternate Base Rate is based on the Prime Rate and interest on Loans denominated in Canadian Dollars or Sterling shall be computed on the basis of a year of 365 days (or or, except in the case of the Acceptance Fee, 366 days in a leap year), and in each case shall be payable for the actual number of days elapsed (including the first day but excluding the last day). The applicable Alternate Base Rate, Canadian Prime Rate, Discount Rate, Adjusted Eurodollar LIBO Rate, LIBO Rate or Eurodollar Euro LIBO Rate shall be determined by the Administrative AgentAgent in accordance with the provisions of this Agreement, and such determination shall be conclusive absent manifest error.

Interest. The Company hereby promises to pay to the Administrative Agent for account of each Lender interest on the unpaid principal amount of each Loan made by such Lender for the period from and including the date of such Loan to but excluding the date such Loan shall be paid in full, at the following rates per annum: (a) The Loans comprising each during such periods as such Loan is a Base Rate Borrowing shall bear interest at Loan, the Base Rate (as in effect from time to time) plus the Applicable Margin and (b) during such periods as such Loan is a Eurodollar Loan, for each Interest Period relating thereto, the Eurodollar Rate for such Loan for such Interest Period plus the Applicable Margin; provided that notwithstanding the foregoing, such interest rate shall at no time be less than 0.00% per annum. (b) The Loans comprising each Eurodollar Borrowing shall bear interest at the Adjusted Eurodollar Rate for the Interest Period in effect for such Borrowing plus the Applicable Margin; provided that notwithstanding the foregoing, such interest rate shall at no time be less than 0.00% per annum. (c) . Notwithstanding the foregoing, if the Company hereby promises to pay to the Administrative Agent for account of each Lender interest at the applicable Post-Default Rate on any principal of or interest any Loan made by such Lender and on any Loan or any fee or other amount payable by the Borrower Company hereunder is to or for account of such Lender, that shall not be paid in full when due, due (whether at stated maturity, upon acceleration by acceleration, by mandatory prepayment or otherwise), such overdue amount shall bear interest, after as well as before judgment, at a rate per annum equal for the period from and including the due date thereof to (i) but excluding the date the same is paid in the case of overdue principal of any Loan, 2.00% plus the rate otherwise applicable to such Loan as provided in clause (a) or (b) of this Section or (ii) in the case of any other amount, 2.00% plus the rate applicable to Base Rate Loans as provided in clause (a) of this Section. (d) full. Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date for such Loan; provided that (i) interest accrued pursuant to clause (c) in the case of this Section shall be payable a Base Rate Loan, quarterly on demandthe Quarterly Dates, (ii) in the event case of any repayment or prepayment of any a Eurodollar Loan, accrued interest on the principal amount repaid or prepaid shall be payable on last day of each Interest Period therefor and, if such Interest Period is longer than three months, at three-month intervals following the date first day of such repayment or prepaymentInterest Period, and (iii) in the event case of any conversion Loan, upon the payment or prepayment thereof or the Conversion of such Loan to a Loan of another Type (but only on the principal amount so paid, prepaid or Converted), except that interest payable at the Post-Default Rate shall be payable from time to time on demand. Promptly after the determination of any Eurodollar Loan prior interest rate provided for herein or any change therein, the Administrative Agent shall give notice thereof to the end of Lenders to which such interest is payable and to the current Interest Period therefor Company. Notwithstanding anything to the contrary contained herein or in accordance with this the Existing Credit Agreement, accrued interest on such Loan payable under Section 3.02 of the Existing Credit Agreement with respect to any of the "Loans" outstanding thereunder shall be payable paid on the effective date of such conversionEffective Date. (e) All interest hereunder shall be computed on the basis of a year of 360 days, except that interest computed by reference to the Base Rate at times when the Base Rate is based on the Prime Rate shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and in each case shall be payable for the actual number of days elapsed (including the first day but excluding the last day). The applicable Base Rate, Adjusted Eurodollar Rate or Eurodollar Rate shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error.

Interest. (a) The Loans comprising each Base Rate Borrowing Each Loan shall bear interest at the Base Rate plus a rate per annum equal to the Applicable Margin; Rate, provided that notwithstanding if an Event of Default has occurred and is continuing, then, so long as such Event of Default is continuing, (i) the foregoing, principal balance of such interest rate shall at no time be less than 0.00% per annum. (b) The Loans comprising each Eurodollar Borrowing Loan shall bear interest at the Adjusted Eurodollar Rate for the Interest Period in effect for such Borrowing plus a rate per annum equal to the Applicable Margin; provided Rate plus 2.00%, and (ii) all other amounts owing under the Loan Documents that notwithstanding the foregoing, such interest rate shall at no time be less than 0.00% per annum. (c) Notwithstanding the foregoing, if any principal of or interest on any Loan or any fee or other amount payable by the Borrower hereunder is are not paid when due, whether at stated maturity, upon acceleration or otherwise, such overdue amount shall bear interest, after as well as before judgment, at a rate per annum equal to the Alternate Base Rate plus 2.00%. (b) Accrued and unpaid interest on each (i) in the case of overdue principal of any Loan, 2.00% plus the rate otherwise applicable to such Loan as provided in clause (a) or (b) of this Section or (ii) in the case of any other amount, 2.00% plus the rate applicable to Base Rate Loans as provided in clause (a) of this Section. (d) Accrued interest on each LIBOR Loan shall be payable in arrears on the last day of each Interest Payment Date for Period with respect thereto, and, in the case of a LIBOR Loan with an Interest Period of more than three months’ duration, 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, and (ii) each ABR Loan and each Overnight Loan; , shall be payable in arrears on the last day of each calendar month, provided that (iA) interest accrued and unpaid pursuant to clause (ci) and (ii) of paragraph (a) of this Section shall be payable on demand, and (iiB) in the event of any repayment or prepayment of any Loan, accrued and unpaid interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment, and (iii) in the event of any conversion of any Eurodollar Loan prior to the end of the current Interest Period therefor in accordance with this Agreement, accrued interest on such Loan shall be payable on the effective date of such conversion. (e) . All interest hereunder shall be computed on the basis of a year of 360 days, except that interest computed by reference to the Alternate Base Rate at times when the Alternate Base Rate is based on the Prime Rate and shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and in each case shall be payable for the actual number of days elapsed (including the first day a Loan is made but excluding the last daydate of repayment). The applicable Alternate Base Rate, the Overnight Rate, the Federal Funds Effective Rate, the Adjusted LIBO Rate, the LIBO Rate, the Overnight Eurodollar Rate or Eurodollar and the Prime Rate shall be determined by the Administrative AgentAgent in accordance with the provisions of this Credit Agreement, and such determination shall be conclusive absent manifest error.

Interest. Borrower shall pay interest to Administrative Agent for the account of the applicable Bank on the outstanding and unpaid principal amount of the Loans, at a rate per annum as follows: (a1) The Loans comprising each for Base Rate Borrowing shall bear interest Loans at a rate equal to the Base Rate plus the Applicable Margin; provided that notwithstanding the foregoing, such interest rate shall at no time be less than 0.00% per annum. (b2) The for Term SOFR Loans comprising for each Eurodollar Borrowing shall bear interest at the Adjusted Eurodollar Rate for the Interest Period in effect at a rate equal to the applicable Term SOFR for such Borrowing Interest Period plus the Applicable Margin; provided that notwithstanding (3) for Daily SOFR Loans at a rate equal to Daily SOFR plus the foregoing, such interest Applicable Margin; (4) for Term SOFR Bid Rate Loans at a rate shall equal to the applicable Term SOFR Bid Rate; and (5) for Absolute Bid Rate Loans at no time be less than 0.00% per annum. (c) Notwithstanding a rate equal to the foregoing, if any applicable Absolute Bid Rate. Any principal of or interest on any Loan or any fee or other amount payable by the Borrower hereunder is not paid when duedue (when scheduled, whether at stated maturity, upon acceleration or otherwise, such overdue amount ) shall bear interestinterest thereafter, after as well as before judgment, at a rate per annum equal to (i) in the case of overdue principal of any Loan, 2.00% plus the rate otherwise applicable to such Loan as provided in clause (a) or (b) of this Section or (ii) in the case of any other amount, 2.00% plus the rate applicable to Base Rate Loans as provided in clause (a) of this Section. (d) Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date for such Loan; provided that (i) interest accrued pursuant to clause (c) of this Section shall be payable on demand, (ii) in at the event of any repayment or prepayment of any Loan, accrued Default Rate. The interest rate on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment, and (iii) in the event of any conversion of any Eurodollar Loan prior to the end of the current Interest Period therefor in accordance with this Agreement, accrued interest on such Loan shall be payable on the effective date of such conversion. (e) All interest hereunder shall be computed on the basis of a year of 360 days, except that interest computed by reference to the Base Rate at times Loans shall change when the Base Rate is based changes and the interest rate on Daily SOFR Loans shall change when Daily SOFR changes. Interest on Base Rate Loans, SOFR Loans and Bid Rate Loans shall not exceed the Prime Rate maximum amount permitted under applicable Law. Interest shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and in each case shall be payable calculated for the actual number of days elapsed on the basis of, in the case of Base Rate Loans, three hundred sixty-five (including 365) or three hundred sixty-six (366) days, as the case may be, and in the case of SOFR Loans and Bid Rate Loans, three hundred sixty (360) days. Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid, provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.11, bear interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error. Accrued interest shall be due and payable in arrears upon and with respect to any payment or prepayment of principal and, (x) in the case of Base Rate Loans and Daily SOFR Loans, on the first day but excluding Banking Day of each calendar month and the last day). The Maturity Date, (y) in the case of Term SOFR Loans at the expiration of the Interest Period applicable Base Ratethereto, Adjusted Eurodollar and if the Interest Period for such Term SOFR Loan exceeds three months, each other date that falls every three months after the beginning of such Interest Period, and the Maturity Date and (z) in the case of Bid Rate or Eurodollar Loans, at the expiration of the Interest Period applicable thereto; provided, however, that interest accruing at the Default Rate shall be determined by the Administrative Agent, due and such determination shall be conclusive absent manifest errorpayable on demand.

Interest. (a) The Loans comprising each Base Rate ABR Borrowing shall bear interest at the Alternate Base Rate plus the Applicable Margin; provided that notwithstanding the foregoing, such interest rate shall at no time be less than 0.00% per annumRate. (b) The Loans comprising each Eurodollar Term SOFR Borrowing shall bear interest at the Adjusted Eurodollar Rate Term SOFR for the Interest Period in effect for such Borrowing plus the Applicable Margin; provided that notwithstanding the foregoing, such interest rate shall at no time be less than 0.00% per annumRate. (c) The Loans comprising each Daily Simple SOFR Borrowing (if such Type of Borrowing is applicable pursuant to Section 2.11) shall bear interest at the Adjusted Daily Simple SOFR plus the Applicable Rate. (d) Notwithstanding the foregoing, if any principal of or interest on any Loan or any fee or other amount payable by the Borrower hereunder is not paid when due, whether at stated maturity, upon acceleration or otherwise, such overdue amount shall bear interest, after as well as before judgment, at a rate per annum equal to (i) in the case of overdue principal of any Loan, 2.001.00% per annum plus the rate otherwise applicable to such Loan as provided in clause (a) or (b) the preceding paragraphs of this Section or (ii) in the case of any other amount, 2.001.00% per annum plus the rate applicable to Base Rate ABR Loans as provided in clause paragraph (a) of this Section. (de) Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date for such Loan; provided that (i) interest accrued pursuant to clause paragraph (cd) of this Section shall be payable on demand, (ii) in the event of any repayment or prepayment of any Loan, accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment, prepayment and (iii) in the event of any conversion of any Eurodollar Term SOFR Loan prior to the end of the current Interest Period therefor in accordance with this Agreementtherefor, accrued interest on such Loan shall be payable on the effective date of such conversion. (ef) All interest hereunder shall be computed on the basis of a year of 360 days, except that interest computed by reference to the Alternate Base Rate at times when the Alternate Base Rate is based on the Prime Rate shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and in each case shall be payable for the actual number of days elapsed (including the first day but excluding the last day). The applicable Alternate Base Rate, Adjusted Eurodollar Rate or Eurodollar Rate Term SOFR and, if applicable pursuant to Section 2.11, Adjusted Daily Simple SOFR shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error.

Interest. (a) The Loans comprising each Base Rate ABR Borrowing shall bear interest at the Alternate Base Rate plus the Applicable Margin; provided that notwithstanding the foregoing, such interest rate shall at no time be less than 0.00% per annumRate. (b) The Loans comprising each Eurodollar Term SOFR Borrowing shall bear interest at the Adjusted Eurodollar Rate Term SOFR for the Interest Period in effect for such Borrowing plus the Applicable Margin; provided that notwithstanding the foregoing, such interest rate shall at no time be less than 0.00% per annumRate. (c) The Loans comprising each Daily Simple SOFR Borrowing (if such Type of Borrowing is applicable pursuant to Section 2.13) shall bear interest at the Adjusted Daily Simple SOFR plus the Applicable Rate. (d) Notwithstanding the foregoing, if any principal of or interest on any Loan or any fee or other amount payable by the Borrower hereunder is not paid when due, whether at stated maturity, upon acceleration or otherwise, such overdue amount shall bear interest, after as well as before judgment, at a rate per annum equal to (i) in the case of overdue principal of any Loan, 2.002% plus the rate otherwise applicable to such Loan as provided in clause (a) or (b) the preceding paragraphs of this Section or (ii) in the case of any other amount, 2.002% plus the rate applicable to Base Rate ABR Loans as provided in clause paragraph (a) of this Section. (de) Accrued interest on each Loan shall be payable in Dollars in arrears on each Interest Payment Date for such Loan; provided that (i) interest accrued pursuant to clause (cSection 2.12(d) of this Section shall be payable on demand, (ii) in the event of any repayment or prepayment of any Loan, accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment, prepayment and (iii) in the event of any conversion of any Eurodollar Term SOFR Loan prior to the end of the current Interest Period therefor in accordance with this Agreementtherefor, accrued interest on such Loan shall be payable on the effective date of such conversion. (ef) All interest hereunder shall be computed on the basis of a year of 360 days, except that interest computed by reference to the Alternate Base Rate at times when the Alternate Base Rate is based on the Prime Rate shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and in . In each case interest shall be payable for the actual number of days elapsed (including the first day but excluding the last day). All interest hereunder on any Loan shall be computed on a daily basis based upon the outstanding principal amount of such Loan as of the applicable date of determination. The applicable Alternate Base Rate, Adjusted Eurodollar Rate or Eurodollar Rate Term SOFR, Term SOFR, and, if applicable pursuant to Section 2.13, Adjusted Daily Simple SOFR and the Daily Simple SOFR shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error.

Interest. (a) The Loans comprising each Base Rate Borrowing Each Debenture issued hereunder, whether issued originally or in exchange for another Debenture, shall bear interest at from the Base Rate plus Issue Date, or from and including the Applicable Marginlast Interest Payment Date on which interest shall have been paid or made available for payment on the Debentures then Outstanding, whichever shall be the later, to but excluding the earlier of: (i) the following Interest Payment Date; (ii) if purchased in accordance with Section 3.1, the date of payment; (iii) if converted in accordance with Article 4, the Conversion Date; provided and (iv) the Maturity Date; as the case may be (the “Interest Period”). The interest payable per $1,000 principal amount of Debentures in respect of an Interest Period other than an Interest Period that notwithstanding ends on an Interest Payment Date shall be calculated by multiplying $1,000 by the foregoing, such interest rate shall at no time be less than 0.00of 10.0% per annum. (b) The Loans comprising each Eurodollar Borrowing shall bear interest at the Adjusted Eurodollar Rate for the Interest Period in effect for such Borrowing plus the Applicable Margin; provided that notwithstanding the foregoing, such interest rate shall at no time be less than 0.00% per annum. (c) Notwithstanding the foregoing, if any principal of or interest on any Loan or any fee or other amount payable by the Borrower hereunder is not paid when due, whether at stated maturity, upon acceleration or otherwise, such overdue amount shall bear interest, after as well as before judgment, at a rate per annum equal to (i) in the case of overdue principal of any Loan, 2.00% plus the rate otherwise applicable to such Loan as provided in clause (a) or (b) of this Section or (ii) in the case of any other amount, 2.00% plus the rate applicable to Base Rate Loans as provided in clause (a) of this Section. (d) Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date for such Loan; provided that (i) interest accrued pursuant to clause (c) of this Section shall be payable on demand, (ii) in the event of any repayment or prepayment of any Loan, accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment, and (iii) in the event of any conversion of any Eurodollar Loan prior to the end of the current Interest Period therefor in accordance with this Agreement, accrued interest on such Loan shall be payable on the effective date of such conversion. (e) All interest hereunder shall be computed on the basis of a year 365-day year. For the purposes of 360 daysthe Interest Act (Canada) and disclosure under such act, except that whenever interest computed by reference to the Base Rate at times when the Base Rate be paid is based on the Prime Rate shall to be computed calculated on the basis of any period of time less than a calendar year (a “deemed year”) such rate of 365 days (or 366 days in a leap year), and in each case interest shall be payable expressed as a yearly rate by multiplying such rate of interest for the deemed year by the actual number of days elapsed in the calendar year in which the rate is to be ascertained and dividing it by the number of days in the deemed year. (including b) Subject to the first day Debentures being converted in accordance with the terms of Article 4 or purchased prior to the Maturity Date in accordance with the terms of this Indenture, the Corporation shall pay to the Debentureholders on the Maturity Date all outstanding principal thereon and all accrued and unpaid interest thereto, up to but excluding the last day). The applicable Base Rate, Adjusted Eurodollar Rate or Eurodollar Rate Maturity Date. (c) All payments of interest in cash on the Uncertificated Debentures shall be determined made by electronic funds transfer or certified cheque made payable to the Administrative AgentDepository or its nominee on the day interest is payable for subsequent payment to Beneficial Holders of the applicable Uncertificated Debentures, unless the Corporation and such determination shall be conclusive absent manifest errorthe Depository otherwise agree.

Interest. (a1) The Loans comprising each Base Rate Borrowing From and including the Closing Date to and including the second anniversary of the Closing Date (the “Specified Accrual Period”), the Loan shall bear interest at on the Base Rate plus the Applicable Margin; provided that notwithstanding the foregoing, such interest rate shall at no time be less than 0.00% per annum. (b) The Loans comprising outstanding principal amount thereof for each Eurodollar Borrowing shall bear interest at the Adjusted Eurodollar Rate for the Interest Period in effect for such Borrowing plus the Applicable Margin; provided that notwithstanding the foregoing, such interest rate shall at no time be less than 0.00% per annum. (c) Notwithstanding the foregoing, if any principal of or interest on any Loan or any fee or other amount payable by the Borrower hereunder is not paid when due, whether at stated maturity, upon acceleration or otherwise, such overdue amount shall bear interest, after as well as before judgment, at a rate per annum equal to (ix) if Borrower does not deliver an Election Notice in the case of overdue principal of any Loan, 2.00% plus the rate otherwise applicable to such Loan as provided in accordance with clause (a) or (by) of this Section 2(d)(1) for such Interest Period, 13.00% per annum, with a portion of such interest rate equal to 3.00% per annum being payable in cash on the Interest Payment Date in respect of such Interest Period and the remaining 10.00% per annum of such interest rate being payable in-kind by capitalizing such interest and adding it to the outstanding principal amount of the Loan on the Interest Payment Date in respect of such Interest Period (such interest that is capitalized and added to the outstanding principal balance of the Loan being referred to herein as “PIK Interest”) (such interest rate under this clause (x) being referred to herein as the “Standard Interest Rate”) or (y) if Borrower delivers a written notice in the form of Exhibit A hereto to Lender for such Interest Period at least five (5) Business Days prior to the Interest Payment Date in respect of such Interest Period (an “Election Notice”), at the election of Borrower as set forth in such Election Notice, either (i) 12.00% per annum, with a portion of such interest rate equal to 5.00% per annum being payable in cash on the Interest Payment Date in respect of such Interest Period and the remaining 7.00% per annum of such interest rate being payable as PIK Interest on the Interest Payment Date in respect of such Interest Period, or (ii) 8.0% per annum, payable entirely in cash on the case Interest Payment Date in respect of such Interest Period (such interest rate under this clause (y)(ii) being referred to herein as the “Cash Pay Only Interest Rate”) . (2) After the second anniversary of the Closing Date, interest on the Loan shall accrue at a rate of 10.00% per annum, payable in cash. Should no Election Notice be made by Borrower in accordance with Section 2(d)(1)(y) in respect of an Interest Period, then the Standard Loan Rate shall automatically apply for such Interest Period. If any other amountInterest Period ends after the Specified Accrual Period but a portion of such Interest Period includes the Specified Accrual Period (any such Interest Period, 2.00% plus a “Hybrid Interest Period”), the Loan shall accrue interest during such Hybrid Interest Period at the rate determined pursuant to (x) Section 2(d)(1) for the portion of such Hybrid Interest Period that includes the Specified Accrual Period and (y) Section 2(d)(2) for the portion of such Hybrid Interest Period after the Specified Accrual Period (and, for purposes of Section 2(d)(1), references to “Interest Period” as applicable to Base Rate such Hybrid Interest Period shall only refer to the portion of such Hybrid Interest Period that includes the Specified Accrual Period). In no event will Lender charge interest at a rate that exceeds the highest rate of non-usurious interest permissible under any law (the “Maximum Rate”). If Lender shall receive interest in an amount that exceeds the Maximum Rate, the excess interest shall be applied to the principal of the Loans as provided in clause or, if it exceeds such unpaid principal, refunded to Borrower. In determining whether the interest contracted for, charged, or received by Lender exceeds the Maximum Rate, Lender may, to the extent permitted by applicable law, (a) of this Section. characterize any payment that is not principal as an expense, fee, or premium rather than interest, (db) Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date for such Loan; provided that (i) interest accrued pursuant to clause exclude voluntary prepayments and the effects thereof, and (c) of this Section shall be payable on demandamortize, (ii) in the event of any repayment or prepayment of any Loanprorate, accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepaymentallocate, and (iii) spread in equal or unequal parts the event total amount of any conversion of any Eurodollar Loan prior to interest throughout the end contemplated term of the current Interest Period therefor in accordance with this Agreement, accrued interest on such Loan shall be payable on the effective date of such conversionObligations hereunder. (e) All interest hereunder shall be computed on the basis of a year of 360 days, except that interest computed by reference to the Base Rate at times when the Base Rate is based on the Prime Rate shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and in each case shall be payable for the actual number of days elapsed (including the first day but excluding the last day). The applicable Base Rate, Adjusted Eurodollar Rate or Eurodollar Rate shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error.

Interest. (a) The Loans comprising each Base Rate Borrowing shall bear interest at the Base Rate plus the Applicable Margin; provided that notwithstanding the foregoing, such interest rate shall at no time be less than 0.00% per annum. (b) The Loans comprising each Eurodollar Borrowing shall bear interest at the Adjusted Eurodollar Rate for the Interest Period in effect for such Borrowing plus the Applicable Margin; provided that notwithstanding the foregoing, such interest rate shall at no time be less than 0.00% per annum. (c) Notwithstanding the foregoing, if any principal of or interest on any Loan or any fee or other amount payable by the Borrower hereunder is not paid when due, whether at stated maturity, upon acceleration or otherwise, such overdue amount shall bear interest, after as well as before judgment, at a rate per annum equal to (i) in the case of overdue principal of any Loan, 2.00% plus the rate otherwise applicable to such Loan as provided in clause (a) or (b) of this Section or (ii) in the case of any other amount, 2.00% plus the rate applicable to Base Rate Loans as provided in clause (a) of this Section. (d) Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date for such LoanLoan and upon termination of the Revolving Loan Commitments; provided that (i) interest accrued pursuant to clause (c) of this Section shall be payable on demand, (ii) in the event of any repayment or prepayment of any Loan, accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment, and (iii) in the event of any conversion of any Eurodollar Loan prior to the end of the current Interest Period therefor in accordance with this Agreement, accrued interest on such Loan shall be payable on the effective date of such conversion. (e) All interest hereunder shall be computed on the basis of a year of 360 days, except that interest computed by reference to the Base Rate at times when the Base Rate is based on the Prime Rate shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and in each case shall be payable for the actual number of days elapsed (including the first day but excluding the last day). The applicable Base Rate, Adjusted Eurodollar Rate or Eurodollar Rate shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error.

Interest. (a) The Loans comprising unpaid principal amount of each Base Rate Borrowing -------- Loan shall bear interest from the date of the Borrowing thereof until the earlier of repayment or conversion thereof and maturity (whether by acceleration or otherwise) at a rate per annum which shall at all times be the Applicable Base Rate Margin plus the Base Rate plus the Applicable Margin; provided that notwithstanding the foregoing, such interest rate shall at no in effect from time be less than 0.00% per annumto time. (b) The Loans comprising unpaid principal amount of each Eurodollar Borrowing Loan shall bear interest from the date of the Borrowing thereof until the earlier of repayment or conversion thereof and maturity (whether by acceleration or otherwise) at a rate per annum which shall at all times be the Adjusted Applicable Eurodollar Rate for the Interest Period in effect for such Borrowing Margin plus the Applicable Margin; provided that notwithstanding the foregoing, such interest rate shall at no time be less than 0.00% per annumrelevant Eurodollar Rate. (c) Notwithstanding the foregoing, if any The unpaid principal amount of or each C Term Loan-Fixed Rate shall bear interest on any Loan or any fee or other amount payable until maturity (whether by the Borrower hereunder is not paid when due, whether at stated maturity, upon acceleration or otherwise, such ) as provided in the C Term Notes-Fixed Rate. (d) Interest in respect of any overdue amount payable hereunder shall bear interest, after as well as before judgment, accrue at a rate per annum equal to the Base Rate in effect from time to time plus the sum of (i) 2% and (ii) the Applicable Base Rate Margin, provided that principal in respect of Eurodollar Loans and C Term Loans-Fixed Rate (prior to the applicable FRE Date) shall bear interest from the date the same becomes due (whether by acceleration or otherwise) until (x) in the case of overdue principal Eurodollar Loans, the end of any Loan, 2.00% plus the rate otherwise Interest Period then applicable to such Eurodollar Loan as provided in clause and (a) or (b) of this Section or (iiy) in the case of any other amountC Term Loans-Fixed Rate until paid in full, 2.00at a rate per annum no less than one which is equal to 2% plus in excess of the rate of interest applicable to Base Rate Loans as provided in clause (a) of this Sectionthereto on such date. (de) Accrued interest on each Loan Interest shall accrue from and including the date of any Borrowing to but excluding the date of any repayment thereof and shall be payable (i) in respect of each Base Rate Loan, quarterly in arrears on the last Business Day of each Interest Payment Date for such Loan; provided that (i) interest accrued pursuant to clause (c) of this Section shall be payable March, June, September and December commencing on demandJune 30, 1998, (ii) in the event respect of any repayment or prepayment of any each Eurodollar Loan, accrued interest on the principal amount repaid or prepaid shall be payable last day of each Interest Period applicable thereto and, in the case of an Interest Period in excess of three months, on each date occurring at three month intervals after the date first day of such repayment or prepaymentInterest Period, and (iii) in respect of each such Loan, on any prepayment or conversion (on the event of any conversion of any Eurodollar Loan prior to the end amount prepaid or converted), at maturity (whether by acceleration or otherwise) and, after such maturity, on demand and (iv) in respect of the current Interest Period therefor C Term Loans-Fixed Rate, as provided in accordance with this Agreement, accrued interest on such Loan shall be payable on the effective date of such conversionrelevant C Term Note-Fixed Rate. (ef) All computations of interest hereunder shall be computed on the basis of a year of 360 days, except that interest computed by reference to the Base Rate at times when the Base Rate is based on the Prime Rate shall be computed on the basis of a year of 365 days made in accordance with Section 11.07(b). (or 366 days in a leap year), and in each case shall be payable for the actual number of days elapsed (including the first day but excluding the last day). g) The applicable Base Rate, Adjusted Eurodollar Rate or Eurodollar Rate shall be determined by the Administrative Agent, upon determining the interest rate for any Borrowing of Eurodollar Loans for any Interest Period, shall promptly notify the Borrower and such determination shall be conclusive absent manifest errorthe Lenders thereof.

Interest. (a) The Loans comprising each Base Rate Borrowing 4.1 Interest shall bear interest accrue on a daily basis on the amount of Cash Collateral existing on that day at the Base Rate plus the Applicable Margin; provided that notwithstanding the foregoing, such interest rate shall at no time be less than 0.00% per annumReference Interest Rate. 4.2 The Aggregate Interest Amount shall be calculated for each reference period from 1 January to 31 December (b) The Loans comprising each Eurodollar Borrowing shall bear interest at the Adjusted Eurodollar Rate for the Interest Period in effect for such Borrowing plus the Applicable Margin; provided that notwithstanding the foregoing, such interest rate shall at no time be less than 0.00% per annumcalendar year). (c) Notwithstanding 4.3 For the foregoingyear 2016, if any principal of or interest on any Loan or any fee or other amount payable by the Borrower hereunder is not paid when due, whether at stated maturity, upon acceleration or otherwise, such overdue amount shall bear interest, after as well as before judgment, at a rate per annum equal to (i) the reference period shall start on the Banking Day following the day on which the cash transferred by the Institution for the purpose of constituting the initial Cash Collateral has been received by the NRA in accordance with the case of overdue principal of any Loan, 2.00% plus the rate otherwise applicable process referred to such Loan as provided in clause (a) or (b) of this Section or 3.2. and shall end on 31 December, and (ii) the amount of cash transferred to the NRA as initial Cash Collateral shall, for the purpose of clause 4.1. and the calculation of the Interest Amounts, be considered as if it was Cash Collateral as of the Banking Day following the day on which such amount has been received by the NRA in accordance with the case of any other amount, 2.00% plus the rate applicable process referred to Base Rate Loans as provided in clause (a) of this Section3.2. (d) Accrued interest on each Loan 4.4 Interest shall be payable in arrears on each at a date determined by the SRB, which may not be later than the last day of the month of February of the year following the calendar year for which it has been calculated, or if such day is not a Banking Day, the next following Banking Day. 4.5 The SRB may increase the frequency of interest payments at its discretion and may set dates for calculation and payment of the interest as well as reference periods that are different from those set out in clauses 4.2. and 4.3 above. 4.6 Interest Payment Date for accrued will not be compounded (capitalisé). 4.7 If the Aggregate Interest Amount is a positive number, the SRB will transfer such Loan; provided that (i) interest accrued pursuant amount to clause (c) an account of this Section the Institution, as shall be payable on demand, (ii) specified in writing by the Institution. The SRB shall not be obliged to transfer any amounts if this would result in the event amount of any repayment or prepayment of any Loan, accrued interest on Cash Collateral being less than the principal amount repaid or prepaid IPC Amount at such time. Any Aggregate Interest Amount not transferred shall be payable on taken into account as Cash Collateral. 4.8 If the Aggregate Interest Amount is a negative number, the amount of Cash Collateral shall be reduced by the Negative Aggregate Interest Amount, and if, as a result, the amount of Cash Collateral is less than the IPC Amount at such time, the SRB shall, within the first three weeks of February of each year, require the Institution to transfer cash in the amount specified by the SRB in full ownership to the SRB as additional Cash Collateral, by sending a notice (the "Shortfall Notice") to the Institution, whereupon the Institution shall as soon as possible and at the latest two (2) Banking Days after the date of such repayment or prepayment, and (iii) issuance of the Shortfall Notice transfer the amount specified in the event of any conversion of any Eurodollar Loan prior Shortfall Notice in cleared funds to the end of the current Interest Period therefor in accordance with this Agreement, accrued interest on such Loan shall be payable on the effective date of such conversionaccount specified therein. (e) All interest hereunder shall be computed on the basis of a year of 360 days, except that interest computed by reference to the Base Rate at times when the Base Rate is based on the Prime Rate shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and in each case shall be payable for the actual number of days elapsed (including the first day but excluding the last day). The applicable Base Rate, Adjusted Eurodollar Rate or Eurodollar Rate shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error.

Interest. (a) The Loans comprising Borrower agrees to pay interest in respect of the balance under the Outstanding Principal Amount at a rate per annum equal at all times during each Base Rate Borrowing Interest Period to the lower of (i) 5% and (ii) the sum of LIBOR for such Interest Period plus the Margin (the "Interest Rate"). Interest on the balance under the Outstanding Principal Amount shall bear interest be payable (y) at the Base Rate plus the Applicable Margin; provided that notwithstanding the foregoingend of each Interest Period, such interest rate shall at no time be less than 0.00% per annumand (z) simultaneously with any prepayment of principal. (b) The Loans comprising On each Eurodollar Borrowing Interest Determination Date, the Lender shall bear interest at the Adjusted Eurodollar Rate determine LIBOR for the Interest Period applicable to the balance under the Outstanding Principal Amount and shall promptly notify the Borrower thereof. Each such determination shall, absent manifest error, be final and conclusive and binding on the Borrower. If, on the Interest Determination Date, the display designated as "LIBO" screen of "The ▇▇▇▇▇▇ Monitor Money Rate Service" (or such other page as may replace such page on such service, or on another service designated by the British Bankers' Association, for the purpose of displaying the rates at which Dollar deposits with a term approximately equal to the relevant Interest Period are offered by leading banks in effect the London interbank deposit market) is not being displayed, the Lender will request the Reference Banks to provide the Lender with their offered quotations for deposits in USD for such Borrowing plus Interest Period to prime banks in the Applicable Margin; provided that notwithstanding London interbank market at approximately 10:00 A.M. (London time) on such Banking Day and in a principal amount equal to the foregoingbalance under the Outstanding Principal Amount. If at least two (2) such quotations are provided, such interest rate LIBOR shall at no time be less than 0.00calculated using the average (rounded upward to the nearest whole multiple of 1/16 of 1% per annum. (c) Notwithstanding the foregoing, if any principal such average is not such a multiple) of or interest on any Loan or any fee or other amount payable by such quotations. If fewer than two (2) Reference Banks provide quotations to the Lender to determine LIBOR, then (i) the Lender shall forthwith notify the Borrower hereunder is that LIBOR cannot paid when duebe determined, whether at stated maturity, upon acceleration or otherwise, such overdue amount and (ii) the balance under the Outstanding Principal Amount shall bear interest, after as well as before judgment, interest at a rate per annum equal to (i) in the case sum of overdue principal the cost of any Loan, 2.00% funds of the Lender plus the rate otherwise applicable to Margin until such Loan time as provided in clause (a) or (b) of this Section or (ii) in the case of any other amount, 2.00% plus the rate applicable to Base Rate Loans as provided in clause (a) of this SectionLIBOR can be determined. (d) Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date for such Loan; provided that (i) interest accrued pursuant to clause (c) Overdue principal and, to the extent permitted by Law, overdue interest in respect of this Section the Outstanding Principal Amount and any other overdue amount payable by the Borrower hereunder shall be payable on demandbear, (ii) in addition to the event of any repayment or prepayment of any LoanInterest Rate, accrued interest on the principal amount repaid or prepaid shall be payable on at a rate per annum equal to 5%, in each such case accruing from the date of on which such repayment or prepaymentamount was due, and (iii) in the event of any conversion of any Eurodollar Loan prior to the end of the current Interest Period therefor in accordance with this Agreement, accrued interest on such Loan shall be payable on the effective date of such conversion. (e) All interest hereunder shall be computed on the basis of a year of 360 days, except that interest computed by reference to the Base Rate at times when the Base Rate until it is based on the Prime Rate shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and in each case shall be payable for the actual number of days elapsed (including the first day but excluding the last day). The applicable Base Rate, Adjusted Eurodollar Rate or Eurodollar Rate shall be determined fully paid by the Administrative Agent, and such determination shall be conclusive absent manifest errorBorrower.

Interest. (a) The Loans comprising each Base Rate Borrowing Each Note shall bear interest from its date of issue on the unpaid principal amount thereof at the Base a rate per annum equal, during any Interest Rate plus Period, to the Applicable Margin; provided that notwithstanding the foregoing, such interest rate shall at no time be less than 0.00% per annum. (b) The Loans comprising each Eurodollar Borrowing shall bear interest at the Adjusted Eurodollar Interest Rate for such Interest Rate Period, payable in cash (i) quarterly in arrears on the last Business Day of February, May, August and November in each year (each an "INTEREST PAYMENT DATE") (commencing with the first Interest Period in effect for such Borrowing plus Payment Date occurring after the Applicable Margin; provided that notwithstanding date of issue thereof), (ii) upon each optional or mandatory prepayment of any or all of the foregoingprincipal amount thereof (with respect to the principal amount so prepaid), such interest rate shall and (iii) at no time be less than 0.00% per annum. maturity (c) Notwithstanding the foregoing, if any principal of or interest on any Loan or any fee or other amount payable by the Borrower hereunder is not paid when due, whether at stated maturity, upon or by acceleration or otherwise, such overdue amount shall bear interest, after as well as before judgment, at a rate per annum equal to ); PROVIDED that (ix) in the case of overdue principal of any Loan, 2.00% plus the rate otherwise applicable to such Loan as provided in clause (a) or (b) of this Section or (ii) in the case of any other amount, 2.00% plus the rate applicable to Base Rate Loans as provided in clause (a) of this Section. (d) Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date for such Loan; provided that (i) interest accrued pursuant occurring during the calendar year 2007, the Company at its option may elect not to clause (c) of this Section shall be payable on demand, (ii) pay in cash the event of any repayment or prepayment of any Loan, accrued interest on the principal amount repaid of the Notes accrued to such Interest Payment Date, and (y) on each Interest Payment Date occurring during the calendar year 2008, if Consolidated EBITDA for the fiscal quarter most recently ended prior to such Interest Payment Date shall be less than $650,000, the Company at its option may elect not to pay in cash 25% of the interest on the principal amount of the Notes accrued to such Interest Payment Date. Any such amount of interest not paid in cash on an Interest Payment Date pursuant to the foregoing clause (x) or prepaid clause (y) shall automatically be added to the principal amount of the Notes (pro rata in accordance with their respective outstanding principal amounts) as of the applicable Interest Payment Date, and shall thereafter bear interest as provided in this Agreement and the Notes and shall otherwise be treated as principal for all purposes of this Agreement and the other Note Documents. Notwithstanding the foregoing, at the maturity of the Notes (whether at stated maturity, or by acceleration or otherwise), all interest accrued thereon shall be payable on the date of such repayment or prepayment, and (iii) in the event of any conversion of any Eurodollar Loan prior to the end of the current Interest Period therefor in accordance with this Agreement, accrued interest on such Loan shall be payable on the effective date of such conversioncash." (e) All interest hereunder shall be computed on the basis of a year of 360 days, except that interest computed by reference to the Base Rate at times when the Base Rate is based on the Prime Rate shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and in each case shall be payable for the actual number of days elapsed (including the first day but excluding the last day)4. The applicable Base Rate, Adjusted Eurodollar Rate or Eurodollar Rate shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error.AMENDMENT TO SECTION 2.2

Interest. (a) The Loans comprising Subject to the provisions of clause (b) below, (i) each Eurodollar Rate Loan shall bear interest on the outstanding principal amount thereof for each Interest Period at a rate per annum equal to the Eurodollar Rate for such Interest Period plus the Applicable Margin; (ii) each Base Rate Borrowing Loan shall bear interest on the outstanding principal amount thereof from the applicable Borrowing date at a rate per annum equal to the Base Rate plus the Applicable Margin; provided that notwithstanding the foregoing, such interest rate shall at no time be less than 0.00% per annum. (biii) The Loans comprising each Eurodollar Borrowing Swing Line Loan shall bear interest at on the Adjusted Eurodollar Rate for outstanding principal amount thereof from the Interest Period in effect for such applicable Borrowing plus the Applicable Margin; provided that notwithstanding the foregoing, such interest rate shall at no time be less than 0.00% per annum. (c) Notwithstanding the foregoing, if any principal of or interest on any Loan or any fee or other amount payable by the Borrower hereunder is not paid when due, whether at stated maturity, upon acceleration or otherwise, such overdue amount shall bear interest, after as well as before judgment, date at a rate per annum equal to (ix) the Base Rate plus the Applicable Margin for Revolving Loans that are Base Rate Loans minus (y) the then applicable Commitment Fee and (iv) each Eurocurrency Rate Loan shall bear interest on the outstanding principal amount thereof for each Interest Period applicable to Euros at a rate per annum equal to the Eurocurrency Rate for such Interest Period plus the Applicable Margin. (b) If an Event of Default under Sections 8.01(a), (b) (in the case of overdue principal of failure to perform or comply with any Loan, 2.00% plus the rate otherwise applicable to such Loan as provided term or condition contained in clause (aSection 7.13(a) or (b)), (f) and (g) (Events of this Section or Default), shall have occurred, interest on such overdue amount (ii) or, in the case of Events of Default under Sections 8.01(b), (f) and (g), interest on the principal amount of all outstanding Obligations) shall thereafter bear interest at a fluctuating interest rate per annum at all times until paid equal to the Default Rate to the fullest extent permitted by applicable Law and Section 10.10 of the Agreement. If any other amountEvent of Default shall have occurred, 2.00% plus interest on the principal amount of all outstanding Obligations shall, at the request of Required Lenders, thereafter bear interest at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable to Base Rate Loans as provided in clause (a) Law and Section 10.10 of this SectionAgreement. Accrued and unpaid interest on past due amounts (including interest on past due interest) shall be due and payable upon demand. (dc) Accrued interest Interest on each Loan shall be due and payable in arrears on each Interest Payment Date for applicable thereto and at such Loan; provided that (i) interest accrued pursuant to clause (c) of this Section other times as may be specified herein. Interest on each Loan shall be due and payable on demand, (ii) in the event of any repayment or prepayment of any Loan, accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment, and (iii) in the event of any conversion of any Eurodollar Loan prior to the end of the current Interest Period therefor in accordance with this Agreement, accrued interest on such Loan shall be payable on the effective date of such conversion. (e) All interest hereunder shall be computed on the basis of a year of 360 days, except that interest computed by reference to the Base Rate at times when the Base Rate is based on the Prime Rate shall be computed on the basis of a year of 365 days (or 366 days in a leap year)terms hereof before and after judgment, and in each case shall be payable for before and after the actual number commencement of days elapsed (including the first day but excluding the last day). The applicable Base Rate, Adjusted Eurodollar Rate or Eurodollar Rate shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest errorany proceeding under any Debtor Relief Law.

Interest. (a) The Loans comprising unpaid principal amount of each Base Rate Borrowing ABR Loan shall bear interest from the date of the Borrowing thereof until maturity (whether by acceleration or otherwise) at a rate per annum that shall at all times be the Base Rate Applicable Margin for ABR Loans plus the Applicable Margin; provided that notwithstanding the foregoingABR, such interest rate shall at no in each case, in effect from time be less than 0.00% per annumto time. (b) The Loans comprising unpaid principal amount of each Eurodollar Borrowing LIBOR Loan shall bear interest from the date of the Borrowing thereof until maturity thereof (whether by acceleration or otherwise) at a rate per annum that shall at all times be the Adjusted Eurodollar Rate Applicable Margin for the Interest Period in effect for such Borrowing LIBOR Loans plus the Applicable Margin; provided that notwithstanding the foregoing, such interest rate shall at no time be less than 0.00% per annumrelevant LIBOR Rate. (c) Notwithstanding the foregoingIf an Event of Default has occurred and is continuing under Section 11.1 or Section 11.5 hereto, if any all or a portion of (i) the principal amount of or interest on any Loan or (ii) any fee interest payable thereon or any other amount payable by the Borrower hereunder is shall not be paid when due, due (whether at the stated maturity, upon by acceleration or otherwise), such overdue amount shall bear interest, after as well as before judgment, interest at a rate per annum equal to (ithe “Default Rate”) that is (x) in the case of overdue principal of any Loanprincipal, the rate that would otherwise be applicable thereto plus 2.00% plus the rate otherwise applicable to such Loan as provided in clause (a) or (b) of this Section or (iiy) in the case of any other overdue amount, including overdue interest, to the extent permitted by applicable law, the rate described in Section 2.8(a) for the applicable Class plus 2.00% plus from the rate applicable date of such non-payment to Base Rate Loans the date on which such amount is paid in full (after as provided in clause (a) of this Sectionwell as before judgment). (d) Accrued interest Interest on each Loan shall accrue from and including the date of any Borrowing to but excluding the date of any repayment thereof and shall be payable in arrears on each Interest Payment Date for such Loanthe same currency in which the Loan is denominated; provided that any Loan that is repaid on the same date on which it is made shall bear interest for one day. Except as provided below, interest shall be payable (i) interest accrued pursuant to clause (c) in respect of this Section shall be payable each ABR Loan, quarterly in arrears on demandthe last Business Day of each fiscal quarter of the Borrowers, (ii) in the event respect of any repayment or prepayment of any each LIBOR Loan, accrued interest on the principal amount repaid or prepaid shall be payable last day of each Interest Period applicable thereto and, in the case of an Interest Period in excess of three months, on each date occurring at three-month intervals after the date first day of such repayment or prepaymentInterest Period, and (iii) in the event respect of each Loan, (A) on any conversion of any Eurodollar Loan prior to the end of the current Interest Period therefor prepayment in accordance with this Agreementrespect thereof, accrued interest (B) at maturity (whether by acceleration or otherwise), and (C) after such maturity, on such Loan shall be payable on the effective date of such conversiondemand. (e) All computations of interest hereunder shall be computed on the basis of a year of 360 days, except that interest computed by reference to the Base Rate at times when the Base Rate is based on the Prime Rate shall be computed on the basis of a year of 365 days made in accordance with Section 5.5. (or 366 days in a leap year), and in each case shall be payable for the actual number of days elapsed (including the first day but excluding the last day). f) The applicable Base Rate, Adjusted Eurodollar Rate or Eurodollar Rate shall be determined by the Administrative Agent, upon determining the interest rate for any Borrowing of LIBOR Loans, shall promptly notify the Borrowers and the relevant Lenders thereof. Each such determination shall shall, absent clearly demonstrable error, be final and conclusive absent manifest errorand binding on all parties hereto.

Interest. (a) The Loans comprising each Each Loan (except for a Working Capital Loan made as a result of a drawing under a Letter of Credit or a Reducing L/C Borrowing) shall bear interest on the outstanding principal amount thereof from the applicable Borrowing Date (i) at a floating rate per annum equal to the Base Rate plus the Applicable Margin at all times such Loan is a Base Rate Loan, (ii) at a floating rate per annum equal to the COF Rate plus the Applicable Margin at all times such Loan is a COF Rate Loan or (iii) at the Eurodollar Rate plus the Applicable Margin at all times such Loan is an Eurodollar Rate Loan. Each Working Capital Loan made as a result of a drawing under a Letter of Credit or a Reducing L/C Borrowing shall bear interest on the outstanding principal amount thereof from the date funded at a floating rate per annum equal to the Base Rate plus the Applicable Margin until such Loan has been outstanding for more than two (2) Business Days and, thereafter, shall bear interest on the outstanding principal amount thereof at a floating rate per annum equal to the Base Rate plus the Applicable Margin; provided that notwithstanding , plus two percent (2.0%) per annum (the foregoing, such interest rate shall at no time be less than 0.00% per annum“Default Rate”). (b) The Loans comprising Interest on each Eurodollar Borrowing Loan shall bear interest at the Adjusted Eurodollar Rate for the be paid in arrears on each Interest Period in effect for such Borrowing plus the Applicable Margin; provided that notwithstanding the foregoing, such interest rate shall at no time be less than 0.00% per annumPayment Date. (c) Notwithstanding the foregoingsubsection (a) of this Section, if any amount of principal of or interest on any Loan Loan, or any fee or other amount payable by the Borrower hereunder or under any other Loan Document is not paid in full when due, due (whether at stated maturity, upon acceleration by acceleration, demand or otherwise), the Co-Borrowers agree to pay interest on such overdue unpaid principal or other amount, from the date such amount shall bear interestbecomes due until the date such amount is paid in full, and after as well as before judgmentany entry of judgment thereon to the extent permitted by law, payable on demand, at a fluctuating rate per annum equal to (i) in the case of overdue principal of any Loan, 2.00% plus the rate otherwise applicable to such Loan as provided in clause (a) or (b) of this Section or (ii) in the case of any other amount, 2.00% plus the rate applicable to Base Rate Loans as provided in clause (a) of this SectionDefault Rate. (d) Accrued interest on each Loan Anything herein to the contrary notwithstanding, the Obligations of the Co-Borrowers to the Banks hereunder shall be subject to the limitation that payment of interest shall not be required for any period for which interest is computed hereunder, to the extent (but only to the extent) that contracting for or receiving such payment by the Banks would be contrary to the provisions of any law applicable to the Banks limiting the highest rate of interest that may be lawfully contracted for, charged or received by the Banks, and in such event the Co-Borrowers shall pay the Banks interest at the highest rate permitted by applicable law. (e) Regardless of any provision contained in the Notes or in any of the Loan Documents, the Banks shall never be deemed to have contracted for or be entitled to receive, collect or apply as interest under the Notes or any Loan Document, or otherwise, any amount in excess of the maximum rate of interest permitted to be charged under applicable law, and, in the event that the Banks ever receive, collect or apply as interest any such excess, such amount which would be excessive interest shall be applied to the reduction of the unpaid principal balance of the Notes, and, if the principal balance of the Notes is paid in full, any remaining excess shall forthwith be paid to the Co-Borrowers. In determining whether or not the interest paid or payable in arrears on each Interest Payment Date for such Loan; provided that under any specific contingency exceeds the highest lawful rate, the Co-Borrowers and the Banks shall, to the maximum extent permitted under applicable law, (i) interest accrued pursuant to clause (c) of this Section shall be payable on demandcharacterize any non-principal payment as an expense, fee, or premium, rather than as interest, (ii) in exclude voluntary prepayments and the event of any repayment or prepayment of any Loan, accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepaymenteffect thereof, and (iii) spread the total amount of interest throughout the entire contemplated term of such Notes so that the interest rate is uniform throughout such term; provided, however, that if all Obligations under the Notes and all Loan Documents are performed in the event of any conversion of any Eurodollar Loan full prior to the end of the current Interest Period therefor in accordance with this Agreement, accrued interest on such Loan shall be payable on the effective date of such conversion. (e) All interest hereunder shall be computed on the basis of a year of 360 days, except that interest computed by reference to the Base Rate at times when the Base Rate is based on the Prime Rate shall be computed on the basis of a year of 365 days (or 366 days in a leap year)full contemplated term thereof, and in each case shall be payable if the interest received for the actual number term thereof exceeds the maximum lawful rate, the Banks shall refund to the Co-Borrowers the amount of days elapsed (including such excess, or credit the first day but excluding amount of such excess against the last day). The applicable Base Rate, Adjusted Eurodollar Rate or Eurodollar Rate shall be determined by aggregate unpaid principal balance of the Administrative Agent, and such determination shall be conclusive absent manifest errorBanks’ Notes at the time in question.

Interest. (a) The Loans comprising Each of the Borrowers will pay to the Administrative Agent, for the account of each Base Rate Borrowing Lender, interest on the unpaid principal amount of each Loan made by such Lender to such Borrower for the period commencing on the date of such Loan to but excluding the date such Loan shall bear interest be paid in full, at the following rates per annum: (1) if such Loan is an ABR Loan, the Alternate Base Rate plus the Applicable Margin; provided that notwithstanding the foregoing, such interest rate shall at no time be less than 0.00% per annum.; (b2) The Loans comprising each Eurodollar Borrowing shall bear interest at if such Loan is a Term Benchmark Loan denominated in Dollars, (i) if such Loan is an Amendment No. 1 Incremental Term B Loan, the Term SOFR Rate plus the Applicable Margin and (ii) other than for any Amendment No. 1 Incremental Term B Loan, the Adjusted Eurodollar Term SOFR Rate for plus the Interest Period in effect for Applicable Margin; (3) if such Borrowing Loan is a C▇▇▇▇ Rate Loan, the Adjusted Term C▇▇▇▇ Rate plus the Applicable Margin; provided that notwithstanding the foregoing, such interest rate shall at no time be less than 0.00% per annum.and (c4) if such Loan is a C$ Prime Loan, the C$ Prime Rate plus the Applicable Margin. Notwithstanding the foregoing, if each of the Borrowers hereby promises to pay to the Administrative Agent, for account of each Lender, interest at the applicable Post-Default Rate (x) on any overdue principal of any Loan made by such Lender to the Company or interest any other Borrower, on any Loan or Reimbursement Obligation held by such Lender and on any fee or other amount payable by the Company or any other Borrower hereunder to or for account of such Lender (but, if such amount is interest, only to the extent legally enforceable), that shall not be paid in full when due, due (whether at stated maturity, upon acceleration by acceleration, by mandatory prepayment or otherwise), for the period from and including the due date thereof to but excluding the date the same is paid in full and (y) during any period when an Event of Default shall have occurred under Section 10.01(1) hereof and for so long as such overdue amount Event of Default shall bear interestbe continuing, after as well as before judgment, at a rate per annum equal to (i) in the case of overdue on any principal of any Loan, 2.00% plus Loan made by such Lender to the rate otherwise applicable to such Loan as provided in clause (a) Company or (b) of this Section or (ii) in the case of any other amount, 2.00% plus the rate applicable to Base Rate Loans as provided in clause (a) of this Section. (d) Borrower. Accrued interest on each Loan shall be payable in arrears (i) on each Interest Payment Date for such Loan; provided that (i) interest accrued pursuant to clause (c) of this Section shall be payable on demand, (ii) in the event case of any repayment Revolving Loans, upon the termination of the Revolving Commitments and (iii) upon the payment, prepayment or prepayment of any Loanconversion thereof, accrued interest but only on the principal amount repaid so paid or prepaid or converted; provided that interest payable at the Post-Default Rate shall be payable from time to time on demand of the date Administrative Agent or the Majority Lenders. Promptly after the determination of any interest rate provided for herein or any change therein, the Administrative Agent shall notify the Lenders and each Borrower thereof. Notwithstanding the foregoing provisions of this Section 4.02, if at any time the rate of interest set forth above on any Loan of any Lender (the “Stated Rate” for such Loan) exceeds the maximum non-usurious interest rate permissible for such Lender to charge commercial borrowers under applicable law (the “Maximum Rate” for such Lender), the rate of interest charged on such Loan of such repayment Lender hereunder shall be limited to the Maximum Rate for such Lender. In the event the Stated Rate for any Loan of a Lender that has theretofore been subject to the preceding paragraph at any time is less than the Maximum Rate for such Lender, the principal amount of such Loan shall bear interest at the Maximum Rate for such Lender until the total amount of interest paid to such Lender or prepaymentaccrued on its Loans hereunder equals the amount of interest which would have been paid to such Lender or accrued on such L▇▇▇▇▇’s Loans hereunder if the Stated Rate had at all times been in effect. In the event, upon payment in full of all amounts payable hereunder, the total amount of interest paid to any Lender or accrued on such Lender’s Loans under the terms of this Agreement is less than the total amount of interest which would have been paid to such Lender or accrued on such Lender’s Loans if the Stated Rate had, at all times, been in effect, then the Company shall, to the extent permitted by applicable law, pay to the Administrative Agent, for the account of such Lender an amount equal to the difference between (a) the lesser of (i) the amount of interest which would have accrued on such L▇▇▇▇▇’s Loans if the Maximum Rate for such Lender had at all times been in effect or (ii) the amount of interest which would have accrued on such L▇▇▇▇▇’s Loans if the Stated Rate had at all times been in effect and (b) the amount of interest actually paid to such Lender or accrued on its Loans under this Agreement. In the event any Lender ever receives, collects or applies as interest any sum in excess of the Maximum Rate for such Lender, such excess amount shall be applied to the reduction of the principal balance of its Loans or to other amounts (other than interest) payable hereunder, and if no such principal is then outstanding, such excess or part thereof remaining shall be paid to the Company. Notwithstanding anything to the contrary in this Agreement: (i) all Loans denominated in Dollars shall be Term SOFR Loans or ABR Loans, (ii) all Term SOFR Loans or ABR Loans may only be denominated in Dollars, (iii) all Loans denominated in Canadian Dollars shall be C$ Prime Loans or C▇▇▇▇ Rate Loans and (iv) all C$ Prime Loans or C▇▇▇▇ Rate Loans may only be denominated in Canadian Dollars. For purposes of the Interest Act (Canada), (i) whenever any interest or fee under this Agreement is calculated using a rate based on a year of 360 days or 365 days (or such other period that is less than a calendar year), as the case may be, the rate determined pursuant to such calculation, when expressed as an annual rate, is equivalent to (A) the applicable rate based on a year of 360 days or 365 days (or such other period that is less than a calendar year), as the case may be, (B) multiplied by the actual number of days in the calendar year in which the period for which such interest or fee is payable (or compounded) ends, and (C) divided by 360 or 365 (or such other period that is less than a calendar year), as the case may be, (ii) the principle of deemed reinvestment of interest does not apply to any interest calculation under this Agreement, and (iii) the rates of interest stipulated in the event of any conversion of any Eurodollar Loan prior this Agreement are intended to the end of the current Interest Period therefor in accordance with this Agreement, accrued interest on such Loan shall be payable on the nominal rates and not effective date of such conversionrates or yields. (e) All interest hereunder shall be computed on the basis of a year of 360 days, except that interest computed by reference to the Base Rate at times when the Base Rate is based on the Prime Rate shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and in each case shall be payable for the actual number of days elapsed (including the first day but excluding the last day). The applicable Base Rate, Adjusted Eurodollar Rate or Eurodollar Rate shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error.

Interest. Each Borrower hereby promises to pay to the Administrative Agent for account of each Bank interest on the unpaid principal amount of each Loan made by such Bank to such Borrower for the period from and including the date of such Loan to but excluding the date such Loan shall be paid in full, at the following rates per annum: (a) The Loans comprising each during such periods as such Loan is a Base Rate Borrowing shall bear interest at Loan, the Base Rate (as in effect from time to time) plus the Applicable Margin; provided that notwithstanding the foregoing, such interest rate shall at no time be less than 0.00% per annum.; (b) The Loans comprising during such periods as such Loan is a Eurodollar Loan, for each Eurodollar Borrowing shall bear interest at Interest Period relating thereto, the Adjusted Eurodollar Fixed Base Rate for such Loan for such Interest Period plus the Applicable Margin; (c) if such Loan is a LIBOR Market Loan, the Fixed Base Rate for such Loan for the Interest Period therefor plus (or minus) the LIBO Margin quoted by the Bank making such Loan in effect accordance with Section 2.03 hereof; and (d) if such Loan is a Set Rate Loan, the Set Rate for such Borrowing plus Loan for the Applicable Margin; provided that notwithstanding Interest Period therefor quoted by the foregoing, Bank making such interest rate shall at no time be less than 0.00% per annum. (c) Loan in accordance with Section 2.03 hereof. Notwithstanding the foregoing, if each Borrower hereby promises to pay to the Administrative Agent for account of each Bank interest at the applicable Post-Default Rate on any principal of or interest any Loan made by such Bank to such Borrower and on any Loan or any fee or other amount payable by the such Borrower hereunder is or under the Notes of such Borrower held by such Bank to or for account of such Bank, that shall not be paid in full when due, due (whether at stated maturity, upon acceleration by acceleration, by mandatory prepayment or otherwise), such overdue amount shall bear interest, after as well as before judgment, at a rate per annum equal for the period from and including the due date thereof to (i) but excluding the date the same is paid in the case of overdue principal of any Loan, 2.00% plus the rate otherwise applicable to such Loan as provided in clause (a) or (b) of this Section or (ii) in the case of any other amount, 2.00% plus the rate applicable to Base Rate Loans as provided in clause (a) of this Section. (d) full. Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date for such Loan; provided that (i) interest accrued pursuant to clause (c) in the case of this Section shall be payable a Base Rate Loan, quarterly on demandthe Quarterly Dates, (ii) in the event case of any repayment a Eurodollar Loan or prepayment of any a Money Market Loan, accrued interest on the principal amount repaid last day of each Interest Period therefor and, if such Interest Period is longer than 90 days (in the case of a Set Rate Loan) or prepaid shall be payable on three months (in the date case of a Eurodollar Loan or a LIBOR Market Loan), at 90-day or three-month intervals, respectively, following the first day of such repayment or prepaymentInterest Period, and (iii) in the event case of any conversion Loan, upon the payment or prepayment thereof or the Conversion of any Eurodollar Loan prior to the end of the current Interest Period therefor in accordance with this Agreement, accrued interest on such Loan shall be payable to a Loan of another Type (but only on the effective date of such conversion. (e) All interest hereunder shall be computed on the basis of a year of 360 daysprincipal amount so paid, prepaid or Converted), except that interest computed by reference to payable at the Base Rate at times when the Base Rate is based on the Prime Post-Default Rate shall be computed payable from time to time on demand. Promptly after the basis determination of a year of 365 days (any interest rate provided for herein or 366 days in a leap year)any change therein, and in each case shall be payable for the actual number of days elapsed (including the first day but excluding the last day). The applicable Base Rate, Adjusted Eurodollar Rate or Eurodollar Rate shall be determined by the Administrative Agent, Agent shall give notice thereof to the Banks to which such interest is payable and such determination shall be conclusive absent manifest errorto the relevant Borrower.

Interest. (a) The Loans comprising each Base Rate Borrowing Credit principal shall bear interest at accrued Interest, which shall be charged as of the Base Rate plus Date of Credit and on the Applicable Margin; provided that notwithstanding dates set forth in this Agreement, the foregoing, such interest rate shall at no time be less than 0.00% per annumCredit Request and the Amortization Schedule. (b) 9.2.1. The Loans comprising each Eurodollar Borrowing shall bear interest at the Adjusted Eurodollar Rate for the Interest Period in effect for such Borrowing plus the Applicable Margin; provided that notwithstanding the foregoing, such interest rate shall at no time be less than 0.00% per annum. (c) Notwithstanding the foregoing, if any principal of or interest on any Loan or any fee or other amount payable by the Borrower hereunder is not paid when due, whether at stated maturity, upon acceleration or otherwise, such overdue amount shall bear interest, after as well as before judgment, at a rate per annum equal to (i) in the case of overdue principal of any Loan, 2.00% plus the rate otherwise applicable to such Loan as provided in clause (a) or (b) of this Section or (ii) in the case of any other amount, 2.00% plus the rate applicable to Base Rate Loans as provided in clause (a) of this Section. (d) Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date for such Loan; provided that (i) interest accrued pursuant to clause (c) of this Section shall be payable on demand, (ii) in the event of any repayment or prepayment of any Loan, accrued interest on the principal amount repaid of each Credit type (Credit A, Credit B, Credit C and Credit D) or prepaid on any part of a Credit type shall be payable as follows, as selected by the Company and as requested in the Credit Request: 9.2.1.1. Fixed interest at the Wholesale Interest rate known on the Date of Credit plus the margin appropriate for such Credit type (Credit A Margin or the Credit B Margin or Credit C Margin or Credit D Margin). Bank Hapoalim's notice regarding its Wholesale Interest rate shall bind the Company and the remaining Lenders. Or – 9.2.1.2. Floating interest, comprised of interest at the Wholesale Interest rate known on the Date of Credit plus the margin corresponding to such Credit type (Credit A Margin or Credit B Margin or Credit C Margin or Credit D Margin). For the avoidance of doubt, it is clarified that the initial interest rate shall be determined in accordance with the Wholesale Interest rate in place at the Date of Credit. In the event the Company takes Credit at a floating interest rate, then, on the date of such repayment conclusion of each interest calculation period, the Company shall be entitled to convert the aforementioned Credit into fixed-interest Index-linked or prepayment, and (iii) in the event of any non Index-linked loans. Such conversion of any Eurodollar Loan prior may be performed with respect to the end a portion of the current Credit, provided that the converted amount shall not be less than NIS 50,000,000. On each aforementioned conversion date, the Credit Facility Agent shall announce the new Wholesale Interest Period therefor in accordance with this Agreement, accrued interest on such Loan shall be payable on rate of the effective date of such conversionamount that was converted. (e) All interest hereunder shall be computed on the basis of a year of 360 days, except that interest computed by reference to the Base Rate at times when the Base Rate is based on the Prime Rate shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and in each case shall be payable for the actual number of days elapsed (including the first day but excluding the last day). The applicable Base Rate, Adjusted Eurodollar Rate or Eurodollar Rate shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error.

Interest. (a) The Loans comprising Borrower hereby promises to pay to Administrative Agent for the account of each Lender interest on the unpaid principal amount of each Loan made or maintained by such Lender to Borrower for the period from and including the date of such Loan to but excluding the date such Loan shall be paid in full at the following rates per annum: (i) during such periods as such Loan is an ABR Loan, the Alternate Base Rate Borrowing shall bear interest at the Base Rate (as in effect from time to time), plus the Applicable Margin; provided that notwithstanding Margin applicable to such Loan, (ii) during such periods as such Loan is a Daily Simple SOFR Loan, Daily Simple SOFR for such Loan, plus the foregoingApplicable Margin for such Loan, and (iii) during such interest rate shall at no time be less than 0.00% per annumperiods as such Loan is a Term SOFR Loan, for each Interest Period relating thereto, Term SOFR for such Loan for such Interest Period, plus the Applicable Margin applicable to such Loan. (b) The Loans comprising each Eurodollar Borrowing To the extent permitted by Law, upon the occurrence and during the continuance of an Event of Default under Section 11.01(b), 11.01(c), 11.01(g) or 11.01(h), all overdue Obligations shall automatically and without any action by any Person, bear interest at the Adjusted Eurodollar Rate for the Default Rate. Interest Period in effect for such Borrowing plus the Applicable Margin; provided that notwithstanding the foregoing, such interest rate which accrues under this paragraph shall at no time be less than 0.00% per annumpayable on demand. (c) Notwithstanding the foregoing, if any principal of or interest on any Loan or any fee or other amount payable by the Borrower hereunder is not paid when due, whether at stated maturity, upon acceleration or otherwise, such overdue amount shall bear interest, after as well as before judgment, at a rate per annum equal to (i) in the case of overdue principal of any Loan, 2.00% plus the rate otherwise applicable to such Loan as provided in clause (a) or (b) of this Section or (ii) in the case of any other amount, 2.00% plus the rate applicable to Base Rate Loans as provided in clause (a) of this Section. (d) Accrued interest on each Loan shall be payable (i) in the case of each ABR Loan (including Swingline Loans), (x) quarterly in arrears on each Interest Payment Date for Quarterly Date, (y) on the date of any repayment or prepayment in full of all outstanding ABR Loans of any Tranche of Loans (or of any Swingline Loan) (but only on the principal amount so repaid or prepaid), and (z) at maturity (whether by acceleration or otherwise) and, after such Loan; provided that (i) interest accrued pursuant to clause (c) of this Section shall be payable maturity, on demand, (ii) in the event case of any each Daily Simple SOFR Loan, (x) on the last Business Day of each month, (y) on the date of repayment or prepayment thereof or the conversion of any Loan, accrued interest such Loan to a Loan of another type (but only on the principal amount repaid so paid, prepaid or prepaid shall be payable converted) and (z) at maturity (whether by acceleration or otherwise) and, after such maturity, on the date of such repayment or prepaymentdemand, and (iii) in the event case of each Term SOFR Loan (including Swingline Loans), (x) on the last day of each Interest Period applicable thereto and, if such Interest Period is longer than three months, on each date occurring at three-month intervals after the first day of such Interest Period, (y) on the date of any repayment or prepayment thereof or the conversion of such Loan to a Loan of another Type (but only on the principal amount so paid, prepaid or converted) and (z) at maturity (whether by acceleration or otherwise) and, after such maturity, on demand. Promptly after the determination of any Eurodollar Loan prior interest rate provided for herein or any change therein, Administrative Agent shall give notice thereof to the end of the current Interest Period therefor in accordance with this Agreement, accrued Lenders to which such interest on such Loan shall be is payable on the effective date of such conversionand to Borrower. (ed) All Notwithstanding anything in this Agreement to the contrary, each Swingline Loan shall bear interest hereunder shall be computed on the basis outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to, at the option of a year of 360 daysBorrower, except that interest computed by reference to the Base Rate at times when the Base Rate is based on the Prime Rate shall be computed on the basis of a year of 365 days (or 366 days in a leap yeari), and in each case shall be payable for the actual number of days elapsed (including the first day but excluding the last day). The applicable Base Rate, Adjusted Eurodollar Rate or Eurodollar Rate shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error.

Interest. (a) The Loans comprising Interest shall accrue on the outstanding and unpaid principal amount of each Base Rate Borrowing shall bear interest Loan for the period from and including the date of such Loan to but excluding the date such Loan is due at the Base following rates per annum: (i) for a Variable Rate Loan, at a variable rate per annum equal to the Variable Rate plus any Margin, (ii) for a Eurodollar Loan, at a fixed rate equal to the Eurodollar Rate plus the Applicable Margin; provided that notwithstanding , and (iii) for a Money Market Loan, at a fixed rate equal to the foregoingMoney Market Rate for such Loan. If the principal amount of any Loan and any other amount payable by any Borrower hereunder shall not be paid when due (at stated maturity, by acceleration or otherwise), interest shall accrue on such interest rate shall amount to the fullest extent permitted by law from and including such due date to but excluding the date such amount is paid in full at no time be less than 0.00% per annumthe Default Rate. (b) The Loans comprising each Eurodollar Borrowing shall bear interest at the Adjusted Eurodollar Rate for the Interest Period in effect for such Borrowing plus the Applicable Margin; provided that notwithstanding the foregoing, such interest rate on each Variable Rate Loan shall at no time be less than 0.00% per annum. (c) Notwithstanding change when the foregoing, if any principal of or interest on any Loan or any fee or other amount payable by the Borrower hereunder is not paid when due, whether at stated maturity, upon acceleration or otherwise, such overdue amount shall bear interest, after as well as before judgment, at a rate per annum equal to (i) in the case of overdue principal of any Loan, 2.00% plus the rate otherwise applicable to such Loan as provided in clause (a) or (b) of this Section or (ii) in the case of any other amount, 2.00% plus the rate applicable to Base Variable Rate Loans as provided in clause (a) of this Section. (d) Accrued changes and interest on each Loan shall be payable in arrears on each Interest Payment Date for such Loan; provided that (i) interest accrued pursuant to clause (c) of this Section shall be payable on demand, (ii) in the event of any repayment or prepayment of any Loan, accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment, and (iii) in the event of any conversion of any Eurodollar Loan prior to the end of the current Interest Period therefor in accordance with this Agreement, accrued interest on such Loan shall be payable on the effective date of such conversion. (e) All interest hereunder shall be computed calculated on the basis of a year of 360 days, except that interest computed by reference to days for the Base actual number of days elapsed. Interest on each Fixed Rate at times when the Base Rate is based on the Prime Rate Loan shall be computed calculated on the basis of a year of 365 360 days (or 366 days in a leap year), and in each case shall be payable for the actual number of days elapsed elapsed. Promptly after the determination of any interest rate provided for herein or any change therein, the Agent shall notify the Borrowers and the Banks. (including c) Accrued interest shall be due and payable in arrears upon any payment of principal as a result of a permanent reduction of the Commitments and (i) in the case of Variable Rate Loans, on the last day of each calendar month, commencing the first such date after the Closing Date and (ii) in the case of Fixed Rate Loans, on the last day of the Interest Period applicable thereto and, in the case of Fixed Rate Loans with an Interest Period of more than three months’ duration, each day prior to the last day of such Interest Period that occurs at intervals of three months’ duration after the first day but excluding of such Interest Period; provided that interest accruing at the last day). The applicable Base Rate, Adjusted Eurodollar Rate or Eurodollar Default Rate shall be determined by due and payable from time to time on demand of the Administrative Agent, and such determination shall be conclusive absent manifest error.

Interest. The Notes shall bear interest on the unpaid principal amount thereof until paid in full at the rate or rates per annum determined (on the basis of the actual number of days elapsed over a 360-day year) and payable as follows: (a) The rate of interest for any portion of the outstanding principal amount of the Loans comprising each Base Rate Borrowing which, when added to the aggregate outstanding principal amount of all Loans, is less than or equal to the Cash Collateral Amount and is not then subject to an exercised LIBOR Option under Section 2.9 shall bear interest be computed at the Base Rate plus the Applicable Margin; provided that notwithstanding the foregoing, such interest rate shall at no time be less than 0.00% per annumPrime Rate. (b) The rate of interest for any portion of the outstanding principal amount of the Loans comprising each Eurodollar Borrowing which, when added to the aggregate outstanding principal amount of all Loans, exceeds the Cash Collateral Amount and is not then subject to an exercised LIBOR Option under Section 2.9 shall bear interest be computed at the Adjusted Eurodollar Prime Rate for the Interest Period in effect for such Borrowing plus the Applicable Margin; provided that notwithstanding the foregoing, such interest rate shall at no time be less than 0.00% per annumone-half percent (1/2%). (c) Notwithstanding The rate for any LIBOR Portion of the foregoingLoans which, if any when added to the aggregate outstanding principal amount of all Loans, is less than or interest on any Loan or any fee or other amount payable by equal to the Borrower hereunder is not paid when due, whether at stated maturity, upon acceleration or otherwise, such overdue amount Cash Collateral Amount shall bear interest, after as well as before judgment, be computed at a rate per annum equal to the applicable LIBOR Rate plus one percent (i) in the case of overdue principal of any Loan, 2.00% plus the rate otherwise applicable to such Loan as provided in clause (a) or (b) of this Section or (ii) in the case of any other amount, 2.00% plus the rate applicable to Base Rate Loans as provided in clause (a) of this Section1%). (d) Accrued The rate for any LIBOR Portion of the Loans which, when added to the aggregate outstanding principal amount of all Loans, exceeds the Cash Collateral Amount shall be computed at a rate equal to the applicable LIBOR Rate plus three and one-quarter percent (31/4%). (e) If at any time while Loans are outstanding and accruing interest under Sections 2.8(a) and/or 2.8(c), the aggregate principal amount of all Loans outstanding shall exceed the Cash Collateral Amount or the Cash Collateral Amount shall be reduced to less than the aggregate principal amount of all Loans outstanding, the portion of the principal amount of Loans accruing interest under Section 2.8(a) or 2.8(c) in excess of the then current Cash Collateral Amount shall, in the Bank's sole discretion, accrue interest under Section 2.8(b) or 2.8(d). (f) Interest on the Notes shall be payable as follows: (i) interest on each any Prime Rate Loan shall be payable monthly in arrears on the first Business Day of each Interest Payment Date for such Loanmonth, commencing on the first Business Day of March, 2003 and at maturity (whether by acceleration or otherwise); provided that (i) interest accrued pursuant to clause (c) of this Section shall be payable on demand, (ii) interest on any LIBOR Portion of the Loans in the event respect of any repayment or prepayment of any Loan, accrued interest on the principal amount repaid or prepaid LIBOR Period shall be payable on the date last day of such repayment LIBOR Period and at maturity (whether by acceleration or prepayment, and (iii) otherwise). A change in the event rate of interest payable on any portion of the outstanding principal balance of any conversion of any Eurodollar Loan prior which is not then subject to a LIBOR Option shall take effect simultaneously with the end corresponding change in the Prime Rate. v. Section 2.9 of the current Interest Period therefor in accordance with this Agreement, accrued interest on such Loan shall be payable on the effective date of such conversion. (e) All interest hereunder shall be computed on the basis of a year of 360 days, except that interest computed by reference to the Base Rate at times when the Base Rate Agreement is based on the Prime Rate shall be computed on the basis of a year of 365 days (or 366 days in a leap year), hereby deleted and in each case shall be payable for the actual number of days elapsed (including the first day but excluding the last day). The applicable Base Rate, Adjusted Eurodollar Rate or Eurodollar Rate shall be determined replaced by the Administrative Agent, and such determination shall be conclusive absent manifest error.following:

Interest. (a) The Loans comprising each Base Rate ABR Borrowing shall bear interest at the Alternate Base Rate plus Rate, but not to exceed the Applicable Margin; provided that notwithstanding the foregoing, such interest rate shall at no time be less than 0.00% per annumHighest Lawful Rate. (b) The Loans comprising each Eurodollar Borrowing shall bear interest at the Adjusted Eurodollar LIBO Rate for the Interest Period in effect for such Borrowing plus the Applicable Margin; provided that notwithstanding , but not to exceed the foregoing, such interest rate shall at no time be less than 0.00% per annumHighest Lawful Rate. (c) Notwithstanding the foregoing, if any principal of or interest on any Loan or any fee or other amount payable by the Borrower hereunder is not paid when due, whether at stated maturity, upon acceleration or otherwise, such overdue amount shall bear interest, after as well as before judgment, at a rate per annum equal to (i) in the case of overdue principal of any Loan, 2.002% plus the rate otherwise applicable to such Loan as provided in clause (a) or (b) the preceding paragraphs of this Section or (ii) in the case of any other amount, 2.002% plus the rate applicable to Base Rate ABR Loans as provided in clause paragraph (a) of this Section, but not to exceed the Highest Lawful Rate. (d) Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date for such LoanLoan and upon termination of the Commitments; provided that (i) interest accrued pursuant to clause paragraph (c) of this Section shall be payable on demand, (ii) in the event of any repayment or prepayment of any LoanLoan (other than a prepayment of an ABR Loan prior to the end of the Availability Period), accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment, prepayment and (iii) in the event of any conversion of any Eurodollar Loan prior to the end of the current Interest Period therefor in accordance with this Agreementtherefor, accrued interest on such Loan shall be payable on the effective date of such conversion. (e) All interest hereunder shall be computed on the basis of a year of 360 days, except that interest computed by reference to the Alternate Base Rate at times when the Alternate Base Rate is based on the Prime Rate shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and in each case shall be payable for the actual number of days elapsed (including the first day but excluding the last day). The applicable Alternate Base Rate, Adjusted Eurodollar LIBO Rate or Eurodollar LIBO Rate shall be determined by the Administrative Agent, Agent and such determination shall be conclusive absent manifest error.

Interest. (a) The Loans comprising Borrower agrees to pay interest in respect of the unpaid principal amount of each Base Rate Borrowing shall bear interest Loan (other than a Deferred Loan) from the date the proceeds thereof are made available to the Borrower until the maturity (whether by acceleration or otherwise) of such Loan at the Base Fixed Rate plus or if an election is made by the Applicable Margin; provided that notwithstanding Borrower to elect the foregoingFloating Rate pursuant to Section 2.07, at the Floating Rate. The Borrower agrees to pay interest in respect of the unpaid principal amount of each Deferred Loan from the date the proceeds thereof are made available (or deemed made available) to the Borrower until the maturity (whether by acceleration or otherwise) of such interest rate shall Deferred Loan at no time be less than 0.00% per annumthe Floating Rate. (b) The Loans comprising each Eurodollar Borrowing If the Borrower fails to pay any amount payable by it under a Credit Document on its due date, interest shall bear accrue on the overdue amount (in the case of overdue interest to the extent permitted by law) from the due date up to the date of actual payment (both before and after judgment) at a rate which is (i) where interest is payable at the Adjusted Fixed Rate, equal to [*]% plus, prior to the Rate Switch Date, the Eurodollar Rate or, on and from the Rate Switch ​ ​ -41- ​ ​ ​ ​ Date, the Reference Rate which would have been payable if the overdue amount had, during the period of non-payment constituted a Loan for successive interest periods, each of a duration of three months plus [*]%, or (ii) where interest is payable on the Interest Period in effect for such Borrowing Loan at the Floating Rate and subject to paragraph (c) below, [*]% plus the Applicable Margin; provided that notwithstanding Floating Rate which would have been payable if the foregoingoverdue amount had, such during the period of non-payment, constituted a Loan for successive Interest Periods, each of a duration selected by the Facility Agent (acting reasonably). Any interest rate accruing under this Section 2.06(b) shall at no time be less than 0.00% per annumimmediately payable by the Borrower on demand by the Facility Agent. (c) Notwithstanding At any time when interest is payable at the foregoingFloating Rate, if any principal overdue amount consists of all or interest part of a Loan which became due on any Loan or any fee or other amount payable by a day which was not the Borrower hereunder is not paid when due, whether at stated maturity, upon acceleration or otherwise, such last day of a Floating Rate Interest Period relating to that Loan: (i) the first Interest Period for that overdue amount shall bear interest, after as well as before judgment, at have a rate per annum duration equal to the unexpired portion of the current Floating Rate Interest Period relating to that Loan; and (iii) in the case rate of interest applying to the overdue principal of any Loan, 2.00amount during that first Interest Period shall be [*]% plus the rate otherwise applicable to such Loan as provided in clause (a) or (b) of this Section or (ii) in which would have applied if the case of any other amount, 2.00% plus the rate applicable to Base Rate Loans as provided in clause (a) of this Sectionoverdue amount had not become due. (d) Accrued Default interest (if unpaid) arising on each Loan shall an overdue amount will be payable in arrears on each Interest Payment Date for such Loan; provided that (i) interest accrued pursuant to clause (c) of this Section shall be payable on demand, (ii) in compounded with the event of any repayment or prepayment of any Loan, accrued interest on the principal overdue amount repaid or prepaid shall be payable on the date of such repayment or prepayment, and (iii) in the event of any conversion of any Eurodollar Loan prior to at the end of the current each Interest Period therefor in accordance with this Agreement, accrued interest on such Loan shall be payable on the effective date of such conversionapplicable to that overdue amount but will remain immediately due and payable. (e) All Accrued and unpaid interest hereunder shall be computed on the basis of a year of 360 days, except that interest computed by reference to the Base Rate at times when the Base Rate is based on the Prime Rate shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and in each case shall be payable for in respect of each Loan on each Fixed Interest Payment Date (if interest is payable on the actual number of days elapsed (including Loan at the first day but excluding Fixed Rate) or, if interest is payable on the Loan at the Floating Rate, on the last dayday of each Interest Period applicable thereto, on any repayment or prepayment date (on the amount repaid or prepaid). The applicable Base , at maturity (whether by acceleration or otherwise) and, after such maturity, on demand. (i) At any time when interest is payable on the Loan at the Floating Rate, Adjusted upon each Interest Determination Date, the Facility Agent shall determine the Eurodollar Rate or Eurodollar or, on and from the Rate Switch Date, the Reference Rate (other than in the case where the Compounded Reference Rate is to apply) for each Interest Period applicable to the Loans to be made pursuant to the applicable Borrowing and shall be determined by promptly notify the Administrative Agent, Borrower and the respective Lenders thereof. Each such determination shall be conclusive shall, absent manifest error, be final and conclusive and binding on all parties hereto. (ii) If the Compounded Reference Rate is to apply to a Reference Rate Loan (or any part of it) in accordance with Section 2.06(i)(v), the Facility Agent shall (promptly upon the Compounded Reference Rate Interest Payment being determinable) notify: (A) the Borrower of the amount of the Compounded Reference Rate Interest Payment; and ​ ​ -42- ​ ​ ​ ​ (B) the relevant Lenders and the Borrower of, to the extent it is then determinable, the Market Disruption Rate, it being acknowledged and agreed that each such determination shall, absent manifest error, be final and conclusive and binding on all parties hereto and that this Section 2.06(f)(ii) shall not apply to any Compounded Reference Rate Interest Payment determined pursuant to Section 2.09(g). (iii) The Facility Agent shall promptly notify the Borrower of each Funding Rate relating to any Reference Rate Loan. (iv) The Facility Agent shall notify the relevant Lenders and the Borrower of the determination of a rate of interest relating to a Reference Rate Loan (or any part of it) that is accruing interest at the Compounded Reference Rate to which Section 2.09(g) applies and, together with such notification, shall also notify: (A) the Borrower of the aggregate amount of interest to be paid by the Borrower; and (B) each Lender of its portion of the amount referred to in (A) above. (v) This Section 2.06(f) shall not require the Facility Agent to make any notification to any party on a day which is not a Business Day. (g) At any time when interest is payable on the Loan at the Fixed Rate, the Borrower shall reimburse each Lender on demand for the amount by which the 6 month Eurodollar Rate or, on and from the Rate Switch Date, the 6 month Term SOFR for any Fixed Rate Interest Period plus the fee for administrative expenses of [*]% per annum for such Fixed Rate Interest Period plus [*]% per annum less the Fixed Rate exceeds [*]% per annum (being the amount by which the interest make-up is limited under Section 1.1 of the CIRR General Terms and Conditions). (h) On and from the Rate Switch Date: (i) the use of the Reference Rate will replace the Eurodollar Rate for the calculation of interest of any Loan (or relevant part of it) accruing interest at the Floating Rate made available to the Borrower after such date or outstanding as at such date; and

Interest. (a) The Loans comprising each Base Rate ABR Borrowing shall bear interest at the Alternate Base Rate plus the Applicable Margin; provided that notwithstanding the foregoing, such interest rate shall at no time be less than 0.00% per annumRate. (b) The Loans comprising each Eurodollar Borrowing shall bear interest at the Adjusted Eurodollar LIBO Rate for the Interest Period in effect for such Borrowing plus the Applicable Margin; provided that notwithstanding the foregoing, such interest rate shall at no time be less than 0.00% per annumRate. (c) Each Swingline Loan shall bear interest at the Federal Funds Effective Rate plus the Applicable Rate. (d) Notwithstanding the foregoing, if any principal of or interest on any Loan or any fee or other amount payable by the Borrower hereunder is not paid when due, whether at stated maturity, upon acceleration or otherwise, such overdue amount shall bear interest, after as well as before judgment, at a rate per annum equal to (i) in the case of overdue principal of any Loan, 2.002% plus the rate otherwise applicable to such Loan as provided in clause (a) or (b) the preceding paragraphs of this Section or (ii) in the case of any other amount, 2.002% plus the rate applicable to Base Rate ABR Loans as provided in clause paragraph (a) of this Section. (de) Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date for such Loan; provided that (i) interest accrued pursuant to clause paragraph (cd) of this Section shall be payable on demand, (ii) in the event of any repayment or prepayment of any Loan, accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment, and (iii) in the event of any conversion of any Eurodollar Revolving Loan prior to the end of the current Interest Period therefor in accordance with this Agreementtherefor, accrued interest on such Loan shall be payable on the effective date of such conversionconversion and (iv) all accrued interest shall be payable upon the expiration or termination of the Commitments. (ef) All interest hereunder shall be computed on the basis of a year of 360 days, except that interest computed by reference to the Alternate Base Rate at times when the Alternate Base Rate is based on the Prime Rate shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and in each case shall be payable for the actual number of days elapsed (including the first day but excluding the last day). The applicable Alternate Base Rate, Rate and Adjusted Eurodollar Rate or Eurodollar LIBO Rate shall be determined by the Administrative Agent, Agent and such (solely with respect to the determination of interest payable on any Swingline Loan) the applicable Federal Funds Effective Rate shall be determined by the Swingline Lender, such determinations being conclusive absent manifest error.

Interest. (a) The Loans comprising outstanding principal amount of each Base Rate Borrowing Advance constituting the Loan from time to time shall bear interest from and including the date on which each Advance is made at the Base Rate a fixed rate equal to Royal Prime plus the Applicable Margin; provided that notwithstanding the foregoing, such interest rate shall at no time be less than 0.002% per annum. . Interest shall accrue daily on the outstanding principal balance of the Loan (bincluding capitalized interest) The Loans comprising each Eurodollar Borrowing shall bear interest at the Adjusted Eurodollar Rate end of each day, shall be calculated on the basis of the number of days for which any principal is outstanding (including (i) the date of making any Advance but excluding the date any such amount is repaid; and (ii) the date that any interest is capitalized as principal) and shall be calculated in arrears on the last Business Day of each month (each an “Interest Date”) commencing on and including the immediately prior Interest Date up to and including the last day prior to the Interest Period in effect for such Borrowing plus the Applicable Margin; provided that notwithstanding the foregoing, Date on which such interest rate is to be calculated. Interest shall at no time be less than 0.00% per annum. calculated on a daily basis and on the basis of the actual number of days elapsed in a year of three hundred sixty five (c365) Notwithstanding days. The annual rates of interest to which the foregoingrates determined in accordance with the foregoing provisions of this Section 5 are equivalent, if any principal of or interest on any Loan or any fee or other amount payable are the rates so determined multiplied by the Borrower actual number of days in a period of one year commencing on the first day of the period for which such interest is payable and divided by three hundred sixty-five (365). During the Term Period, all interest calculated on the last Business Day of each month as aforesaid shall be added to the Loan on such date, shall thereupon constitute principal thereunder and interest shall be payable thereon as aforesaid. Notwithstanding any other provision hereof, in the event that any amount due hereunder (including, without limitation, any interest or overdue amounts) is not paid when due, due (whether at stated maturity, upon by acceleration or otherwise), the Borrower shall pay to the Lender interest on such unpaid amount (including, without limitation, interest on interest), if and to the fullest extent permitted by applicable law, from the date that such amount is due until the date that such amount is paid in full. Such interest on overdue amount amounts shall bear interestaccrue daily, after be calculated and compounded on the last Business Day of each calendar month and be payable on demand, as well as after as before maturity, default and judgment, at a rate per annum that is equal to Royal Prime plus 2% per annum. The Borrower hereby waives, to the fullest extent it may do so under applicable law, any provisions of applicable law, including specifically the Interest Act (i) in the case of overdue principal of any Loan, 2.00% plus the rate otherwise applicable to such Loan as provided in clause (aCanada) or the Judgment Interest Act (bAlberta) of this Section or (ii) in the case of any other amount, 2.00% plus the rate applicable to Base Rate Loans as provided in clause (a) of this Section. (d) Accrued interest on each Loan shall which may be payable in arrears on each Interest Payment Date for such Loan; provided that (i) interest accrued pursuant to clause (c) of this Section shall be payable on demand, (ii) in the event of any repayment or prepayment of any Loan, accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment, and (iii) in the event of any conversion of any Eurodollar Loan prior to the end of the current Interest Period therefor in accordance inconsistent with this Loan Agreement, accrued interest on such Loan shall be payable on the effective date of such conversion. (e) All interest hereunder shall be computed on the basis of a year of 360 days, except that interest computed by reference to the Base Rate at times when the Base Rate is based on the Prime Rate shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and in each case shall be payable for the actual number of days elapsed (including the first day but excluding the last day). The applicable Base Rate, Adjusted Eurodollar Rate or Eurodollar Rate shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error.

Interest. (a) The All Obligations shall bear interest on the unpaid principal amount thereof from the date made until paid in full in cash at a rate determined by reference to the Reference Rate or the LIBOR Rate and Sections 3.1(a)(i) or (ii), as applicable, but not to exceed the Maximum Rate. Subject to the provisions of Section 3.2, any of the Loans comprising each Base may be converted into, or continued as, Reference Rate Borrowing Loans or LIBOR Rate Loans in the manner provided in Section 3.2. If at any time Loans are outstanding with respect to which notice has not been delivered to Lender in accordance with the terms of this Agreement specifying the basis for determining the interest rate applicable thereto, then those Loans shall be Reference Rate Loans and shall bear interest at a rate determined by reference to the Base Reference Rate plus until notice to the Applicable Margin; contrary has been given to the Lender and such notice has become effective. Except as otherwise provided that notwithstanding herein, the foregoing, such interest rate shall at no time be less than 0.00% per annum. (b) The Loans comprising each Eurodollar Borrowing Obligations shall bear interest at the Adjusted Eurodollar Rate for the Interest Period in effect for such Borrowing plus the Applicable Margin; provided that notwithstanding the foregoing, such interest rate shall at no time be less than 0.00% per annum.as follows: (c) Notwithstanding the foregoing, if any principal of or interest on any Loan or any fee or other amount payable by the Borrower hereunder is not paid when due, whether at stated maturity, upon acceleration or otherwise, such overdue amount shall bear interest, after as well as before judgment, at a rate per annum equal to (i) For all Obligations, other than LIBOR Rate Loans, then at a fluctuating per annum rate equal to one-half of one percent (0.50%)(the "Reference Rate Margin") plus the Reference Rate; and (ii) If the Loans are LIBOR Rate Loans, then at a per annum rate equal to two and three-quarters percent (2.75%)(the "LIBOR Margin") plus the LIBOR Rate determined for the applicable Interest Period. Each change in the case of overdue principal of any Loan, 2.00% plus Reference Rate shall be reflected in the interest rate otherwise applicable to such Loan as provided described in clause (a) or (b) of this Section or (ii) in the case of any other amount, 2.00% plus the rate applicable to Base Rate Loans as provided in clause (a) of this Section. (d) Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date for such Loan; provided that (i) interest accrued pursuant to clause (c) above as of this Section shall be payable on demand, (ii) in the event of any repayment or prepayment of any Loan, accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment, and (iii) in the event of any conversion of any Eurodollar Loan prior to the end of the current Interest Period therefor in accordance with this Agreement, accrued interest on such Loan shall be payable on the effective date of such conversion. (e) change. All interest hereunder charges shall be computed on the basis of a year of 360 days, except that three hundred sixty (360) days and actual days elapsed. All interest computed by reference to the Base Rate at times when the Base Rate is based on the Prime Rate shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and in each case shall be payable for the actual number of days elapsed (including to Lender on the first day but excluding of each month hereafter. (b) If any Event of Default occurs, then, from the last day). The applicable Base Ratedate such Event of Default occurs until it is cured or waived , Adjusted Eurodollar Rate or Eurodollar Rate if not cured or waived until all Obligations are paid and performed in full, then upon the election of the Lender the Borrower shall be determined by pay interest on the Administrative Agent, and such determination shall be conclusive absent manifest errorunpaid principal balances of the Revolving Loans at a per annum rate two percent (2%) greater than the rate of interest otherwise specified herein.

Interest. (a) The Loans comprising unpaid principal amount of each Base Rate Borrowing Loan shall bear interest from the date of the Borrowing thereof until maturity (whether by acceleration or otherwise) at a rate per annum which shall at all times be the Applicable Base Rate Margin plus the Base Rate plus the Applicable Margin; provided that notwithstanding the foregoing, such interest rate shall at no in effect from time be less than 0.00% per annumto time. (b) The Loans comprising unpaid principal amount of each Eurodollar Borrowing Loan shall bear interest from the date of the Borrowing thereof until maturity (whether by acceleration or otherwise) at a rate per annum which shall at all times be the Adjusted Applicable Eurodollar Rate for the Interest Period in effect for such Borrowing Margin plus the Applicable Margin; provided that notwithstanding the foregoing, such interest rate shall at no time be less than 0.00% per annumrelevant Eurodollar Rate. (c) Notwithstanding the foregoing, if At any time that (i) any principal of or interest on any is overdue or (ii) an Event of Default has occurred and is continuing, principal and interest in respect of each Loan or any fee or other amount payable by the Borrower hereunder is not paid when due, whether at stated maturity, upon acceleration or otherwise, such overdue amount and Supplemental Term Loan shall bear interest, after as well as before judgment, interest at a rate per annum equal to the applicable rate of interest in effect from time to time with respect to such Loan or Supplemental Term Loan plus 2.0%, provided that no Loan or Supplemental Term Loan shall bear interest after maturity (iwhether by acceleration or otherwise) in the case of overdue principal of any Loan, 2.00at a rate per annum less than 2.0% plus the rate otherwise of interest applicable to such Loan as provided in clause (a) or (b) of this Section or (ii) in the case of any other amount, 2.00% plus the rate applicable to Base Rate Loans as provided in clause (a) of this Sectionthereto at maturity. (d) Accrued interest on each Loan Interest shall accrue from and including the date of any Borrowing to but excluding the date of any repayment thereof and shall be payable (i) in respect of each Base Rate Loan, monthly in arrears on the last Business Day of each Interest Payment Date for such Loan; provided that (i) interest accrued pursuant to clause (c) of this Section shall be payable on demandcalendar month, (ii) in the event respect of any repayment or prepayment of any each Eurodollar Loan, accrued interest on the principal amount repaid or prepaid shall be payable last day of each Interest Period applicable thereto and, in the case of an Interest Period of six months, on the date occurring three months after the first day of such repayment or prepayment, Interest Period and (iii) in the event respect of each Loan, on any conversion of any Eurodollar Loan prior to the end of the current Interest Period therefor in accordance with this Agreement, accrued interest on such Loan shall be payable prepayment (on the effective date of amount prepaid), at maturity (whether by acceleration or otherwise) and, after such conversionmaturity, on demand. (e) All computations of interest hereunder shall be computed on the basis of a year of 360 days, except that interest computed by reference to the Base Rate at times when the Base Rate is based on the Prime Rate shall be computed on the basis of a year of 365 days made in accordance with Section 12.7(b). (or 366 days in a leap year), and in each case shall be payable for the actual number of days elapsed (including the first day but excluding the last day). f) The applicable Base Rate, Adjusted Eurodollar Rate or Eurodollar Rate shall be determined by the Administrative Agent, upon determining the interest rate for any Borrowing of Eurodollar Loans for any Interest Period, shall promptly notify the Borrower and such determination shall be conclusive absent manifest errorthe Banks thereof.

Interest. (a1) The Loans comprising Borrowers agree to pay interest on the unpaid principal amount of each Loan for each day from and including the date such Loan was made to but excluding the date the principal on such Loan is due (whether at maturity, by acceleration or otherwise), at the following rates per annum: (1) for Base Rate Borrowing shall bear interest Loans, at the Base Rate; (2) for Eurodollar Loans, at the Eurodollar Rate plus the Applicable Margin; provided that notwithstanding the foregoing, such interest rate shall at no time be less than 0.00% 175 basis points per annum.; and (b3) The Loans comprising each Eurodollar Borrowing shall bear interest for Multicurrency Loans, at the Adjusted Eurodollar Multicurrency Rate for the Interest Period in effect for such Borrowing plus the Applicable Margin; provided that notwithstanding the foregoing, such interest rate shall at no time be less than 0.00% 200 basis points per annum. (c) . Notwithstanding the foregoing, if the Borrowers will pay to the Lenders interest at the applicable Post-Default Rate on any principal of or interest any Loan and on any Loan or any fee or other amount payable by the Borrower Borrowers hereunder (but, if such amount is interest, only to the extent legally enforceable), which shall not be paid in full when due, due (whether at stated maturity, upon by acceleration or otherwise), such overdue amount shall bear interest, after as well as before judgment, at a rate per annum equal to (i) for the period commencing on the due date thereof until the same is paid in the case of overdue principal of any Loan, 2.00% plus the rate otherwise applicable to such Loan as provided in clause (a) or (b) of this Section or (ii) in the case of any other amount, 2.00% plus the rate applicable to Base Rate Loans as provided in clause (a) of this Sectionfull. (d2) Accrued interest on each Base Rate Loan shall be payable monthly in arrears on the first Banking Day of each Interest Payment Date for such Loan; provided that (i) interest accrued pursuant to clause (c) of this Section shall be payable on demand, (ii) in the event of any repayment or prepayment of any Loan, accrued calendar month. Accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment, and (iii) in the event of any conversion of any Eurodollar Loan prior to the end of the current Interest Period therefor in accordance with this Agreement, accrued interest on such each Eurocurrency Loan shall be payable on the effective date last day of each Interest Period therefor; provided that if such Interest Period for such Eurocurrency Loan is six (6) months, accrued interest shall be payable on the ninetieth (90th) day and on the last day of such conversion. Interest Period. In any event, accrued interest on each Base Rate Loan, Eurodollar Loan or Multicurrency Loan shall be payable upon the payment, prepayment or conversion thereof, but only on the principal so paid or prepaid or converted; provided that when the terms of this Agreement require that interest be paid at the Post-Default Rate, such interest shall be payable from time to time on demand of the Agent. Promptly after the determination of any interest rate provided for herein or any change therein, the Agent shall notify the Borrowers thereof. -4- Notwithstanding the foregoing provisions of this Section 2.5, if at any time the rate of interest set forth above (ethe "Stated Rate") All exceeds the maximum non-usurious interest rate permissible for any Lender to charge commercial borrowers under applicable law (the "Maximum Rate"), the rate of interest charged on the Loans by such Lender hereunder shall be computed limited to the Maximum Rate. In the event the Stated Rate that has theretofore been subject to the preceding paragraph at any time is less than the Maximum Rate in respect of the Loans hereunder by any Lender, the principal amount of the Loans by such Lender shall bear interest at the Maximum Rate until the total amount of interest paid to such Lender or accrued on the basis Loans by such Lender hereunder equals the amount of a year interest which would have been paid to such Lender or accrued on the Loans by such Lender hereunder if the Stated Rate had at all times been in effect. In the event that upon payment in full of 360 daysall amounts payable hereunder, except that the total amount of interest computed by reference paid to any Lender under the terms of this Agreement is less than the total amount of interest which would have been paid to such Lender or accrued on such Lender's Loans if the Stated Rate had at all times been in effect, then the Borrowers shall, to the Base Rate at times when extent permitted by applicable law, pay to such Lender an amount equal to the Base Rate is based difference between (a) the lesser of (i) the amount of interest which would have accrued on the Prime Loans if the Maximum Rate had at all times been in effect or (ii) the amount of interest which would have accrued on the Loans if the Stated Rate had at all times been in effect and (b) the amount of interest actually paid to such Lender or accrued on the Loans under this Agreement. In the event any Lender ever receives, collects or applies as interest any sum in excess of the Maximum Rate, such excess amount shall be computed on applied to the basis reduction of a year the principal balance of 365 days the Loans in respect of which such interest was paid or to other amounts (or 366 days in a leap year)other than interest) payable hereunder, and in each case if no such principal is then outstanding, such excess or part thereof remaining shall be payable for paid to the actual number of days elapsed (including the first day but excluding the last day). The applicable Base Rate, Adjusted Eurodollar Rate or Eurodollar Rate shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest errorBorrowers.

Interest. (a) The Loans comprising each Base Rate Borrowing shall bear interest at the Base Rate plus the Applicable Margin; provided that notwithstanding the foregoing, such interest rate shall at no time be less than 0.00% per annum. (b) The Loans comprising each Eurodollar Borrowing shall bear interest at the Adjusted Eurodollar Rate for the Interest Period in effect for such Borrowing plus the Applicable Margin; provided that notwithstanding the foregoing, such interest rate shall at no time be less than 0.00% per annum. (c) Notwithstanding the foregoing, if any principal of or interest on any the Loan or any fee or other amount payable by the Borrower hereunder is not paid when duedue (after expiration of any grace period), whether at stated maturity, upon acceleration or otherwise, such overdue amount shall bear interest, after as well as before judgment, at a rate per annum (the "Default Rate") equal to (i) in the case of overdue principal of any Loanprincipal, 2.004% plus the rate otherwise applicable to such Loan as provided in clause (a) or (b) of this Section thereto or (ii) in the case of any other amount, 2.004% plus the rate applicable to Alternate Base Rate Loans as provided in clause (a) of this SectionRate. (dc) Accrued interest on each the Loan shall be payable in arrears on each Interest Payment Date for such Loanand on the Maturity Date; provided that (i) interest accrued pursuant to clause paragraph (cb) of this Section shall be payable on demand, demand and (ii) in the event of any repayment or prepayment of any the Loan, accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment, and (iii) in the event of any conversion of any Eurodollar Loan prior to the end of the current Interest Period therefor in accordance with this Agreement, accrued interest on such Loan shall be payable on the effective date of such conversion. (ed) All interest hereunder shall be computed on the basis of a year of 360 days, except that interest computed by reference to the Alternate Base Rate at times when the Alternate Base Rate is based on the Prime Rate shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and in each case shall be payable for the actual number of days elapsed (including the first day but excluding the last day). The applicable Alternate Base Rate, Adjusted Eurodollar Rate or Eurodollar Adjusted LIBO Rate shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error. (e) Notwithstanding anything to the contrary contained herein, at all times that interest is not accruing at an available Adjusted LIBO Rate plus the Applicable Rate pursuant to the provisions of Section 2.05(a), interest shall accrue on the entire principal balance of the Loan at the Alternate Base Rate, except that (i) from and after the Maturity Date or sooner acceleration of the Loan, the entire principal balance of the Loan shall bear interest at the Default Rate and (ii) interest may accrue at the Alternate Base Rate on a portion of the Loan which is initially made as an ABR Loan pursuant to Section 2.01(b) hereof. (f) The Borrower shall have the option to select up to, but not in excess of, three (3) Adjusted LIBO Rates to take effect on any given Interest Payment Date. The Borrower shall make such election by written notice given to the Administrative Agent at least four (4) Business Days prior to each Interest Payment Date, which shall be the last day of a previously selected Adjusted LIBO Rate period, in which notice the Borrower shall specify the Adjusted LIBO Rates so selected by the Borrower and the respective portions of the principal balance of the Loan to which such Adjusted LIBO Rates are to respectively pertain, it being agreed that: (i) the minimum portion of the principal balance of the Loan to which any such Adjusted LIBO Rate may pertain shall be an amount sufficient to give each Lender at least a $500,000.00 share of each portion of the 18 18 principal balance of the Loan bearing interest at a particular Adjusted LIBO Rate; (ii) each such Adjusted LIBO Rate so selected by the Borrower shall be applicable to the portion of the principal balance of the Loan to which it pertains from and including the first day of the applicable Interest Period to, but not including, the last day of the Interest Period applicable to such Adjusted LIBO Rate; and (iii) the Borrower shall not have the right to exercise its option pursuant to this provision as of any given Interest Payment Date if the effect thereof would be to cause more than three (3) different Adjusted LIBO Rate periods to be in effect with respect to the principal balance of the Loan at any given time during the term of this Agreement.

Interest. (a) The Loans comprising each Base Rate Borrowing shall bear interest at the Base Rate plus the Applicable Margin; provided that notwithstanding the foregoing, such interest rate shall at no time be less than 0.00% per annum. (b) The Loans comprising each Eurodollar Eurocurrency Revolving Borrowing shall bear interest at the Adjusted Eurodollar LIBO Rate for the Interest Period in effect for such Borrowing plus the Applicable Margin; provided that notwithstanding Rate. (b) The Loans comprising each Base Rate Borrowing (including each Swingline Loan denominated in Dollars) shall bear interest at the foregoing, such Base Rate plus the Applicable Rate. The Loans comprising each Swingline Loan denominated in euros shall bear interest rate shall at no time be less than 0.00% per annumthe Euro Swingline Rate plus the Applicable Rate. (c) Notwithstanding the foregoingSection 2.12(a) and (b), if any principal of or interest on any Loan or any fee or other amount payable by the a Borrower hereunder is not paid when due, whether at stated maturity, upon acceleration or otherwise, such overdue amount shall bear interest, after as well as before judgment, at a rate per annum equal to (i) in the case of overdue principal of any Loan, 2.002% per annum plus the rate otherwise applicable to such Loan as provided in clause (aSection 2.12(a) or and (b) of this Section or (ii) in the case of any other amount, 2.002% per annum plus the rate applicable to Base Rate Revolving Loans as provided in clause (a) of this SectionSection 2.12(b). (d) Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date for such LoanLoan and, in the case of Revolving Loans, upon termination of the applicable Revolving Commitments; provided provided, however, that (i) interest accrued pursuant to clause (cSection 2.12(c) of this Section above shall be payable on demand, (ii) in the event of any repayment or prepayment of any Loan, accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment, prepayment and (iii) in the event of any conversion of any Eurodollar Loan prior to the end of the current Interest Period therefor in accordance with this AgreementLoan, accrued interest on such Loan shall be payable on the effective date of such conversion. (e) All interest hereunder shall be computed on the basis of a year of 360 days, except that interest computed by reference to the Base Rate at times when the Base Rate is based on the Prime Rate shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and in each case shall be payable for the actual number of days elapsed (including the first day but excluding the last day). The applicable Base Rate, Adjusted Eurodollar LIBO Rate or Eurodollar Base Rate shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error. (f) The rates of interest provided for in this Agreement are minimum interest rates. When entering into this Agreement, the parties have assumed that the interest payable at the rates set out in this Section or in other Sections of this Agreement is not and will not become subject to the Swiss Withholding Tax. Notwithstanding that the parties do not anticipate that any payment of interest will be subject to the Swiss Withholding Tax, they agree that, in the event that (i) the Swiss Withholding Tax should be imposed on interest payments by Swissco and (ii) Swissco is unable, by reason of the Swiss Withholding Tax Act, to comply with Section 2.16, the interest rate on such payments due by Swissco, including limitations therein, shall be increased in such a way that the amount of interest effectively paid to each Lender corresponds to an amount which (after making any deduction of the Non-Refundable Portion (as defined below) of the Swiss Withholding Tax) equals the payment which would have been due had no deduction of Swiss Withholding Tax been required. For the purposes of this Section, “Non-Refundable Portion” shall mean Swiss Withholding Tax at the standard rate (being, as at the date hereof, 35%) unless a tax ruling issued by the Swiss Federal Tax Administration confirms that, in relation to a specific Lender based on an applicable double tax treaty, the Non-Refundable Portion is a specified lower rate in which case such lower rate shall be applied in relation to such Lender. Swissco shall provide to the Administrative Agent the documents required by law or applicable double taxation treaties for the Lenders to claim a refund of any Swiss Withholding Tax so deducted. (g) Swissco shall not be required to pay any additional amount to a Lender pursuant to Section 2.12(f) if such Lender has breached (i) Section 2.16(h) or (ii) the requirements and limitations for Assignment and Assumption or a participation with respect to such Loan pursuant to Section 10.04.

Interest. (a) The Loans comprising each Base Rate ABR Borrowing shall bear interest at the Alternate Base Rate plus the Applicable Margin; provided that notwithstanding the foregoing, such interest rate shall at no time be less than 0.00% per annum. (b) The Loans comprising each Eurodollar LIBO Rate Borrowing shall bear interest at the Adjusted Eurodollar LIBO Rate for the Interest Period in effect for such Borrowing plus the Applicable Margin; provided that notwithstanding the foregoing, such interest rate shall at no time be less than 0.00% per annum. (c) Notwithstanding During the foregoing, if any principal continuance of a Default under Section 7.01(a) or interest on any Loan an Event of Default under Section 7.01(f) or any fee or other amount payable by the Borrower hereunder is not paid when due, whether at stated maturity, upon acceleration or otherwiseSection 7.01(g), such overdue amount shall bear interest, after as well as before judgment, at a rate per annum equal to (i) in the case of overdue principal of any Loan, 2.002% plus the rate otherwise applicable to such Loan as provided in clause (a) or (b) the preceding paragraphs of this Section or (ii) in the case of any other amount, 2.002% plus the rate applicable to Base Rate ABR Loans as provided in clause paragraph (a) of this Section. (d) Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date for such Loan; provided that (i) interest accrued pursuant to clause paragraph (c) of this Section shall be payable on demand, (ii) in the event of any repayment or prepayment of any Loan, accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment, prepayment and (iii) in the event of any conversion of any Eurodollar LIBO Rate Loan prior to the end of the current Interest Period therefor in accordance with this Agreementtherefor, accrued interest on such Loan shall be payable on the effective date of such conversion. (e) All interest hereunder shall be computed on the basis of a year of 360 days, except that interest computed by reference to the Alternate Base Rate at times when the Alternate Base Rate is based on the Prime Rate shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and in each case shall be payable for the actual number of days elapsed (including the first day but excluding the last day). The applicable Alternate Base Rate, Adjusted Eurodollar LIBO Rate or Eurodollar LIBO Rate shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error.

Interest. The Borrower shall pay interest on the unpaid principal amount of each Advance from the date of such Advance until such principal amount shall be paid in full, at the following rates per annum: (a) The Loans comprising each During such periods as a Revolving Credit Advance is a Base Rate Borrowing shall bear interest Advance, a rate per annum equal at all times to the sum of the Base Rate in effect from time to time plus the Applicable Margin; provided that notwithstanding the foregoing, such interest rate shall at no time be less than 0.00% per annum. (b) The Loans comprising each Eurodollar Borrowing shall bear interest at the Adjusted Eurodollar Rate for the Interest Period Margin in effect for from time to time, payable quarterly in arrears on the last day of each March, June, September and December and on the date such Borrowing plus the Applicable MarginBase Rate Advance shall be Converted or paid in full; provided provided, that notwithstanding the foregoing, such interest rate shall at no time be less than 0.00% per annum. (c) Notwithstanding the foregoing, if any amount of principal of or interest on any Loan or any fee or other amount payable by the Borrower hereunder a Base Rate Advance which is not paid when due, due (whether at stated maturity, upon by acceleration or otherwise, such overdue amount ) shall bear interest, after as well as before judgmentpayable on demand, from the date on which such amount is due until such amount is paid in full, at a rate per annum equal at all times to the sum of the rate otherwise payable thereon plus 2%. (b) During such periods as a Revolving Credit Advance is a Eurodollar Rate Advance, a rate per annum equal at all times during each Interest Period for such Advance to the sum of the Eurodollar Rate for such Interest Period plus the Applicable Margin in effect from time to time, payable on the last day of such Interest Period and, if such Interest Period has a duration of more than three months, on each day that occurs during such Interest Period every three months from the first day of such Interest Period and on the date such Eurodollar Rate Advance shall be Converted or paid in full; provided, that any amount of principal of a Eurodollar Rate Advance which is not paid when due (whether at stated maturity, by acceleration or otherwise) shall bear interest, payable on demand, (i) from the date on which such amount is due until the end of the Interest Period for such Eurodollar Rate Advance, at a rate per annum equal at all times to the sum of the Eurodollar Rate for such Interest Period plus the Applicable Margin in effect from time to time plus 2%, and (ii) from the case end of overdue such Interest Period until such amount is paid in full, at a rate per annum equal at all times to the sum of the rate of interest in effect from time to time for Base Rate Advances plus 2%. (c) With respect to each Swingline Advance, a rate per annum equal at all times to the sum of the Base Rate in effect from time to time plus the Applicable Margin in effect from time to time, payable quarterly in arrears on the last day of each March, June, September and December and on the date such Swingline Advance shall be paid in full; provided, that any amount of principal of any Loana Swingline Advance which is not paid when due (whether at stated maturity, 2.00% plus by acceleration or otherwise) shall bear interest, payable on demand, from the date on which such amount is due until such amount is paid in full, at a rate per annum equal at all times to the sum of the rate otherwise applicable to such Loan as provided in clause (a) or (b) of this Section or (ii) in the case of any other amount, 2.00% payable thereon plus the rate applicable to Base Rate Loans as provided in clause (a) of this Section2%. (d) Accrued interest Upon the occurrence and during the continuance of an Event of Default under Section 6.01(a) or Section 6.01(e), the Borrower shall pay simple interest, to the fullest extent permitted by law, on each Loan the amount of any interest, fee or other amount (other than principal of Advances which is covered by Sections 2.07(a), 2.07(b) and 2.07(c)) payable hereunder that is not paid when due, from the date such amount shall be due until such amount shall be paid in full, payable in arrears on each Interest Payment Date for the date such Loan; provided that (i) interest accrued pursuant to clause (c) of this Section amount shall be payable paid in full and on demand, (ii) in the event of any repayment or prepayment of any Loan, accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment, and (iii) in the event of any conversion of any Eurodollar Loan prior at a rate per annum equal at all times to the end sum of the current Interest Period therefor rate of interest in accordance with this Agreement, accrued interest on such Loan shall be payable on the effective date of such conversion. (e) All interest hereunder shall be computed on the basis of a year of 360 days, except that interest computed by reference effect from time to the time for Base Rate at times when the Base Rate is based on the Prime Rate shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and in each case shall be payable for the actual number of days elapsed (including the first day but excluding the last day). The applicable Base Rate, Adjusted Eurodollar Rate or Eurodollar Rate shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest errorAdvances plus 2% per annum.

Interest. (a) The Loans comprising unpaid principal amount of each Base Rate Borrowing ABR Loan shall bear interest from the date of the Borrowing thereof until maturity (whether by acceleration or otherwise) at a rate per annum that shall at all times be the Base Rate Applicable Margin in effect from time to time plus the Applicable Margin; provided that notwithstanding the foregoing, such interest rate shall at no ABR in effect from time be less than 0.00% per annumto time. (b) The Loans comprising unpaid principal amount of (x) each Eurodollar Borrowing Fixed Rate Loan not denominated in Pounds Sterling shall bear interest from the date of the Borrowing thereof until maturity thereof (whether by acceleration or otherwise) at a rate per annum that shall at all times be the Adjusted Eurodollar Rate for the Interest Period Applicable Margin in effect for such Borrowing from time to time plus the Applicable Margin; provided relevant Fixed Rate in effect from time to time and (y) Fixed Rate Loans denominated in Pounds Sterling shall bear interest from the date of the Borrowing thereof until maturity thereof (whether by acceleration or otherwise) at a rate per annum for each day within such period that notwithstanding the foregoing, such interest rate shall at no all times be the Applicable Margin in effect from time be less than 0.00% per annumto time plus the relevant Fixed Rate in effect from time to time. (c) Notwithstanding If at any time after the foregoingoccurrence of and during the continuance of an Event of Default under Section 11.1, if any all or a portion of the principal amount of or interest on any Loan or any fee interest payable thereon or any fees or other amount payable by the Borrower amounts due hereunder is shall not be paid when due, due (whether at the stated maturity, upon by acceleration or otherwise), such overdue amount shall bear interest, after as well as before judgment, interest (including post-petition interest in any case or proceeding under any applicable Debtor Relief Law) at a rate per annum equal to that is (i) in the case of overdue principal of any Loanprincipal, the rate that would otherwise be applicable thereto plus 2.00% plus the rate otherwise applicable to such Loan as provided in clause (a) or (b) of this Section or (ii) in the case of any overdue interest, fees or other amountamounts due hereunder, to the extent permitted by Applicable Law, the rate described in Section 2.8(a) plus 2.00% plus from and including the rate applicable date of such non-payment to Base Rate Loans as provided but excluding the date on which such amount is paid in clause (a) of this Sectionfull. All such interest shall be payable on demand. (d) Accrued interest Interest on each Loan shall accrue from and including the date of any Borrowing to but excluding the date of any repayment thereof, and shall be payable in arrears on each Interest Payment Date for such Loan; Dollars or Alternative Currencies, as applicable, and, except as otherwise provided that below, shall be payable (i) interest accrued pursuant to clause (c) in respect of this Section shall be payable each ABR Loan, quarterly in arrears on demandthe last Business Day of each March, June, September and December, (ii) in respect of each Eurocurrency Loan, on the event last day of each Interest Period applicable thereto and, in the case of an Interest Period in excess of three months, on each date occurring at three-month intervals after the first day of such Interest Period, (iii) in respect of each Loan (except in the case of prepayments of any repayment ABR Revolving Credit Loans that are not made in connection with the termination or permanent reduction of the Revolving Credit Commitments), on any prepayment date (on the amount prepaid), at maturity (whether by acceleration or otherwise) and, after such maturity, on demand; provided that a Loan that is repaid on the same day on which it is made shall bear interest for one day and (iv) in respect of any each Loan, accrued interest on to the principal amount repaid or prepaid shall be payable extent necessary to create a fungible tranche of Term Loans, on the date of such repayment or prepayment, and (iii) in the event Incurrence of any conversion of any Eurodollar Loan prior to the end of the current Interest Period therefor in accordance with this Agreement, accrued interest on such Loan shall be payable on the effective date of such conversionIncremental Term Loans. (e) All computations of interest hereunder shall be computed on the basis of a year of 360 days, except that interest computed by reference to the Base Rate at times when the Base Rate is based on the Prime Rate shall be computed on the basis of a year of 365 days made in accordance with Section 5.5. (or 366 days in a leap year), and in each case shall be payable for the actual number of days elapsed (including the first day but excluding the last day). f) The applicable Base Rate, Adjusted Eurodollar Rate or Eurodollar Rate shall be determined by the Administrative Agent, upon determining the interest rate for any Borrowing of Fixed Rate Loans shall promptly notify the Borrower and the relevant Lenders thereof. Each such determination shall, absent clearly demonstrable error, be final and conclusive and binding on all parties hereto. (g) Except as otherwise provided herein, whenever any payment hereunder or under the other Credit Documents shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such determination extension of time shall in such case be conclusive absent manifest errorincluded in the computation of payment of interest or commitment or letter of credit fee or commission, as the case may be.

Interest. (a) The Loans comprising each Base Rate Borrowing Each Term Loan shall bear interest each day on the unpaid principal amount from time to time outstanding until paid in full at a rate per annum determined as a Prime Rate Loan, Fed Funds Rate Loan or Eurodollar Loan as elected by the Base Rate plus Primary Borrower from time to time upon notice to the Applicable Margin; Agent as provided that notwithstanding in Section 4.4 hereof. The Primary Borrower shall have the foregoing, such interest rate shall at no time be less than 0.00% per annum. (b) The Loans comprising right to convert any Term Loan from one type into another type only on the last day of an Interest Period by giving notice as provided in Section 4.4. At the end of each Eurodollar Borrowing shall bear interest at the Adjusted Eurodollar Rate for the Interest Period in effect for respect of any portion of the Term Loan which is not required to be paid on such Borrowing plus date, the Applicable Margin; provided that notwithstanding Primary Borrower will either (i) convert the foregoingprincipal amount of such portion of the Term Loan to another type of Loan in accordance with Section 4.4 hereof, or (ii) such interest rate principal amount shall at no time be less than 0.00% per annum. (c) Notwithstanding the foregoing, if automatically become a Prime Loan hereunder. If any principal of or interest on any a Term Loan or any fee or other amount payable by the Borrower hereunder is shall not be paid when due, whether due (at stated maturity, upon by acceleration or otherwise), such overdue amount a late charge shall bear interest, after as well as before judgment, at a rate per annum equal to (i) in the case of overdue principal of any Loan, 2.00% plus the rate otherwise applicable to such Loan be payable as provided for herein in clause (a) or Part 4. (b) of this Section or (ii) in the case of any other amount, 2.00% plus the rate applicable to Base Rate Loans as provided in clause (a) of this Section. (d) Accrued interest on each Loan Interest shall be payable in arrears on each Interest Payment Date for such Loan; provided that (i) interest accrued pursuant to clause (c) of this Section shall be payable on demand, (ii) in the event of any repayment or prepayment of any Loan, accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment, and (iii) in the event of any conversion of any Eurodollar Loan prior to the end of the current Interest Period therefor in accordance with this Agreement, accrued interest on such Loan shall be payable on the effective date of such conversion. (e) All interest hereunder shall be computed on the basis of a year of 360 days, except that interest computed by reference to the Base Rate at times when the Base Rate is based on the Prime Rate shall be computed calculated on the basis of a year of 365 days (or 366 days in a leap year), and in each case shall be payable for the actual number of days elapsed (including any time extended by reason of Saturdays, Sundays and holidays). Accrued interest on each Term Loan shall be payable (i) in the case of a Prime Rate Loan, monthly on the Monthly Due Date, (ii) in the case of a Eurodollar Loan or a Fed Funds Rate Loan on the last day of each Interest Period therefor and, in the case of an Interest Period which is greater than three (3) months, at three months after the first day but excluding of such Interest Period; if, however, such Interest Period is shorter than thirty (30) days, accrued interest shall be payable on the last dayday of the calendar month following the expiration of the Interest Period, and (iii) in the case of any Term Loan, upon the prepayment thereof (but only on the principal so pre-paid). The applicable Base Rate, Adjusted Eurodollar Rate or Eurodollar except that interest payable at the Post-Default Rate shall be determined payable from time to time on demand of the Agent at the request of the Required Lenders. (c) Promptly after the determination of any interest rate provided for herein or any change therein, the Agent shall notify the Lenders and the Primary Borrower thereof. (d) Notwithstanding the foregoing, Primary Borrower will pay to the Agent for the account of each Lender interest at the applicable Post-Default Rate on any principal of any Term Loan made by the Administrative AgentLenders, and such determination (to the fullest extent permitted by law) on any other amount (other than interest) payable to the Lenders by Borrower hereunder or under any Term Note, which shall not be paid in full when due (whether by acceleration or otherwise), for the period commencing on the due date thereof until the same is paid in full. Interest payable at the Post-Default Rate shall be conclusive absent manifest errorpayable from time to time on demand of Agent at the request of the Required Lenders.

Interest. (ai) The Loans comprising each Each Revolving Loan (except for a Revolving Loan made as a result of a drawing under a Letter of Credit or a Reducing L/C Borrowing) shall bear interest on the outstanding principal amount thereof from the applicable Borrowing Date at a floating rate per annum equal to (x) at all times such Loan is a Base Rate Loan, the Base Rate plus the Applicable Margin, and (y) at all times the Loan is an Offshore Rate Loan, the greater of (A) the Offshore Rate plus the Applicable Margin and (B) the Cost of Funds rate plus the Applicable Margin. (ii) Each Swing Line Loan shall bear interest on the outstanding principal amount thereof from the date funded at a floating rate per annum equal to the Swing Line Rate plus the Applicable Margin plus the Swing Line Premium. For the avoidance of doubt, upon any Swing Line Loan becoming a Refunded Swing Line Loan (in accordance with Section 2.03(b)(ii)) or upon the participation of the other Banks in any Swing Line Loan (in accordance with Section 2.03(b)(iii)), such Loan shall bear interest at the Base Rate. (iii) Each Revolving Loan made as a result of a drawing under a Letter of Credit or a Reducing L/C Borrowing shall bear interest on the outstanding principal amount thereof from the date funded at a floating rate per annum equal to then applicable Base Rate plus the Applicable Margin. (b) Interest on each Revolving Loan shall accrue through and including the last day of each calendar month and shall be paid in arrears on each Interest Payment Date. Interest on any Swing Line Loan shall be paid on the Advance Maturity Date with respect to such Swing Line Loan. (c) Notwithstanding subsection (a) of this Section, if any amount of principal of or interest on any Loan, or any other amount payable hereunder or under any other Loan Document is not paid in full when due (whether at stated maturity, by acceleration, demand or otherwise), the Borrower agrees to pay interest on such unpaid principal or other amount, from the date such amount becomes due until the date such amount is paid in full, and after as well as before any entry of judgment thereon to the extent permitted by law, payable on demand, at a fluctuating rate per annum equal to the then applicable rate on such Credit Extension plus the Default Rate, or if no rate is applicable at the Base Rate plus the Applicable Margin; provided that notwithstanding the foregoing, such interest rate shall at no time be less than 0.00% per annum. (b) The Loans comprising each Eurodollar Borrowing shall bear interest at the Adjusted Eurodollar Rate for the Interest Period in effect for such Borrowing plus the Applicable Margin; provided that notwithstanding the foregoing, such interest rate shall at no time be less than 0.00% per annum. (c) Notwithstanding the foregoing, if any principal of or interest on any Loan or any fee or other amount payable by the Borrower hereunder is not paid when due, whether at stated maturity, upon acceleration or otherwise, such overdue amount shall bear interest, after as well as before judgment, at a rate per annum equal to (i) in the case of overdue principal of any Loan, 2.00% plus the rate otherwise applicable to such Loan as provided in clause (a) or (b) of this Section or (ii) in the case of any other amount, 2.00% plus the rate Margin then applicable to Base Rate Loans as provided in clause (a) of this Sectionplus the Default Rate. (d) Accrued interest on each Loan Anything herein to the contrary notwithstanding, the Obligations of the Borrower to any Bank hereunder shall be subject to the limitation that payments of interest shall not be required for any period for which interest is computed hereunder, to the extent (but only to the extent) that contracting for or receiving such payment by such Bank would be contrary to the provisions of any law applicable to such Bank limiting the highest rate of interest that may be lawfully contracted for, charged or received by such Bank, and in such event the Borrower shall pay such Bank interest at the highest rate permitted by applicable law. (e) Regardless of any provision contained in any Note or in any of the Loan Documents, none of the Banks shall ever be deemed to have contracted for or be entitled to receive, collect or apply as interest under any such Note or any Loan Document, or otherwise, any amount in excess of the maximum rate of interest permitted to be charged by applicable law, and, in the event that any of the Banks ever receive, collect or apply as interest any such excess, such amount which would be excessive interest shall be applied to the reduction of the unpaid principal balance of the Note, and, if the principal balance of such Note is paid in full, any remaining excess shall forthwith be paid to the Borrower. In determining whether or not the interest paid or payable in arrears on each Interest Payment Date for under any specific contingency exceeds the highest lawful rate, the Borrower and such Loan; provided that Bank shall, to the maximum extent permitted under applicable law, (i) interest accrued pursuant to clause (c) of this Section shall be payable on demandcharacterize any non-principal payment as an expense, fee, or premium, rather than as interest, (ii) in exclude voluntary prepayments and the event of any repayment or prepayment of any Loan, accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment, effect thereof and (iii) spread the total amount of interest throughout the entire contemplated term of such Note so that the interest rate is uniform throughout such term; provided, however, that if all Obligations under the Note and all Loan Documents are performed in the event of any conversion of any Eurodollar Loan full prior to the end of the current Interest Period therefor in accordance with this Agreement, accrued full contemplated term thereof and if the interest on such Loan shall be payable on the effective date of such conversion. (e) All interest hereunder shall be computed on the basis of a year of 360 days, except that interest computed by reference to the Base Rate at times when the Base Rate is based on the Prime Rate shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and in each case shall be payable received for the actual number term thereof exceeds the maximum lawful rate, such Bank shall refund to the Borrower the amount of days elapsed (including such excess, or credit the first day but excluding amount of such excess against the last day). The applicable Base Rate, Adjusted Eurodollar Rate or Eurodollar Rate shall be determined by aggregate unpaid principal balance of such Bank’s Note at the Administrative Agent, and such determination shall be conclusive absent manifest errortime in question.

Interest. (a) The Loans comprising each Each Base Rate Borrowing Portion of the Term Loans shall bear interest at a rate per annum equal to the Adjusted Base Rate plus PLUS the Applicable Margin; provided that notwithstanding the foregoing, such interest rate shall at no time be less than 0.00% per annum. (b) The Each Eurodollar Portion of the Term Loans comprising each Eurodollar Borrowing shall bear interest at a rate per annum equal to the Adjusted Eurodollar LIBO Rate for the Interest Period in effect for such Borrowing plus Eurodollar Portion PLUS the Applicable Margin; provided that notwithstanding the foregoing, such interest rate shall at no time be less than 0.00% per annum. (c) Notwithstanding the foregoing, if any principal of or interest on any Loan or any fee or other amount payable by the Borrower hereunder is (i) all amounts which are not paid when duedue shall automatically bear interest until paid in full at the Post-Default Rate, whether (ii) during the period when any Event of Default of the type described in clauses (g), (h) or (i) of Section 9.1 shall have occurred and be continuing, the principal of all Term Loans hereunder shall automatically bear interest, after as well as before judgment, at stated maturitythe Post-Default Rate, upon acceleration (iii) if there shall occur and be continuing any Event of Default (other than an Event of Default of the type described in clauses (g), (h) or otherwise(i) of Section 9.1), such overdue amount following written notice delivered to the Borrower from the Agent at the request of the Required Lenders, the principal of all Term Loans hereunder shall bear interest, after as well as before judgment, at a rate per annum equal to (i) in the case Post-Default Rate during the period beginning on the date such Event of overdue principal Default first occurred and ending on the date such Event of any Loan, 2.00% plus the rate otherwise applicable to such Loan as provided in clause (a) Default is cured or (b) of this Section or (ii) in the case of any other amount, 2.00% plus the rate applicable to Base Rate Loans as provided in clause (a) of this Sectionwaived. (d) Accrued interest on each Loan Portion of the Term Loans shall be payable in arrears on each Interest Payment Date for such LoanPortion of the Term Loans; provided PROVIDED that (i) interest accrued pursuant to clause (c) of this Section at the Post-Default Rate shall be payable on demand, (ii) in the event of any repayment or prepayment of any LoanEurodollar Portion of the Term Loans (or the repayment or prepayment in full of the Term Loans), accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment, and (iii) in the event of any conversion of any Eurodollar Loan Portion of the Term Loans prior to the end of the current Interest Period therefor in accordance with this Agreementtherefor, accrued interest on such Loan Portion of the Term Loans shall be payable on the effective date of such conversion, and (iv) all accrued and unpaid interest on the Term Loans shall be payable upon the Term Loan Maturity Date. (e) All interest hereunder shall be computed on the basis of a year of 360 days, except that interest computed by reference to the Base Rate at times when the Base Rate is based on the Prime Rate shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and in each case shall be payable for the actual number of days elapsed (including the first day but excluding the last day). The applicable Adjusted Base Rate, Adjusted Eurodollar LIBO Rate or Eurodollar LIBO Rate shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error.

Interest. (a) The Loans comprising each Base Rate Borrowing shall bear Borrower agrees to pay interest on the outstanding principal amount of the Note at the Base Rate plus the Applicable Margin; provided that notwithstanding the foregoing, such interest rate shall at no time be less than 0.00% per annum. (b) The Loans comprising close of each Eurodollar Borrowing shall bear interest at the Adjusted Eurodollar Rate for the Interest Period in effect for such Borrowing plus the Applicable Margin; provided that notwithstanding the foregoing, such interest rate shall at no time be less than 0.00% per annum. (c) Notwithstanding the foregoing, if any principal of or interest on any Loan or any fee or other amount payable by the Borrower hereunder is not paid when due, whether at stated maturity, upon acceleration or otherwise, such overdue amount shall bear interest, after as well as before judgment, day at a fluctuating rate per annum equal to (i) in the case of overdue principal of any Loan, 2.00% plus the rate otherwise applicable to such Loan as provided in clause (a) or (b) of this Section or (ii) in the case of any other amount, 2.00% plus the rate applicable to Base Rate Loans as provided in clause (a) of this Section. (d) Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date for such Loan; provided that (i) interest accrued pursuant to clause (c) of this Section shall be payable on demand, (ii) in the event of any repayment or prepayment of any Loan, accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment, and (iii) in the event of any conversion of any Eurodollar Loan prior to the end of the current Interest Period therefor in accordance with this Agreement, accrued interest on such Loan shall be payable on the effective date of such conversion. (e) All interest hereunder shall be computed on the basis of actual number of days elapsed and a year of 360 days, except that interest computed ) which is at all times equal to Five Percent (5%) in excess of the Prime Rate; each chance in such fluctuating rate caused by reference to the Base Rate at times when the Base Rate is based on a change in the Prime Rate to occur simultaneously with the change in the Prime Rate; provided, however, that (i) in no event shall the interest rate in effect hereunder at any time be computed less than 10% per annum; and (ii) interest payable hereunder with respect to each calendar month shall not be less than $5,625.00 regardless of the amount of loans, Advances or other credit extensions that actually may have been outstanding during the month. Interest accrued through the last day of each month will be due and payable to Lender on the basis of a year of 365 days (next Monthly Payment Date, commencing October 1, 1996. Interest shall also be payable on the Maturity Date or 366 days in a leap year), and in each case on any earlier Termination Date. Interest accrued after the Maturity Date or earlier Termination Date shall be payable for on Demand. Interest may be charged to Borrower's loan account as an Advance at Lender's option, whether or not Borrower then has the actual number right to obtain an Advance pursuant to the terms of days elapsed this Agreement. Notwithstanding the foregoing, after an Event of Default, this Note shall bear interest until paid at 5% per annum in excess of the rate otherwise then in effect, which rate shall continue to vary based on further changes in the Prime Rate; provided, however, that after an Event of Default, (including i) in no event shall the first day but excluding interest rate in effect hereunder at any time be less than 15% per annum; and (ii) interest payable hereunder with respect to each calendar month shall not be less than $7,700.00 regardless of the last day)amount of loans, Advances or other credit extensions that actually may have been outstanding during the month. The applicable Base Rate, Adjusted Eurodollar Rate or Eurodollar Rate undersigned also shall be determined by pay the Administrative Agent, and such determination shall be conclusive absent manifest errorholder of this Note a late fee equal to 10% of any payment under this Note that is more than 10 days past due.

Interest. (a) The Loans comprising each Base Rate Borrowing shall bear interest at the Base Rate plus the Applicable Margin; provided that notwithstanding the foregoing, such interest rate shall at no time be less than 0.00% per annum. (b) The Loans comprising each Eurodollar Borrowing shall bear interest at the Adjusted Eurodollar Rate for the Interest Period in effect for such Borrowing plus the Applicable Margin; provided that notwithstanding the foregoing, such interest rate shall at no time be less than 0.00% per annum. (c) Notwithstanding the foregoing, if any principal of or interest on any Each LIBOR Loan or any fee or other amount payable by the Borrower hereunder is not paid when due, whether at stated maturity, upon acceleration or otherwise, such overdue amount shall bear interest, after as well as before judgmentfor each Interest Period, at a rate per annum equal to (i) in the case of overdue principal of any Loan, 2.00% plus above the rate otherwise applicable to such Loan as provided in clause (a) or Adjusted LIBOR Rate. (b) of this Section or (ii) in the case of any other amountEach Prime Rate Loan shall bear interest, 2.00% plus at the rate applicable per annum for each day equal to Base Rate Loans as provided in clause (a) of this Section.5% above the Prime Rate. (dc) Accrued interest on each Loan shall be If the principal indebtedness evidenced hereby is declared immediately due and payable in arrears on each Interest Payment Date for such Loan; provided that (i) interest accrued by the Bank pursuant to clause (c) the provisions of this Section Note, or if the Loans are not paid in full on the Maturity Date, the Borrower shall be payable on demandthereafter, (ii) unless and until such date, if any, as the Bank may elect, in the event its sole and absolute discretion, to waive in writing, all or any portion of any repayment or prepayment of any Loansuch interest, accrued pay interest on the principal amount repaid or prepaid shall be payable on sum then remaining unpaid from the date of such repayment declaration or prepaymentthe Maturity Date, and as the case may be, until the date on which the principal sum then outstanding is paid in full (iii) in the event of any conversion of any Eurodollar Loan prior to the end of the current Interest Period therefor in accordance with this Agreement, accrued interest on such Loan shall be payable on the effective date of such conversion. (e) All interest hereunder shall be computed on the basis of a year of 360 days, except that interest computed by reference to the Base Rate at times when the Base Rate is based on the Prime Rate shall be computed on the basis of a year of 365 days (whether before or 366 days in a leap yearafter judgment), and in each case shall be payable at a rate per annum (calculated for the actual number of days elapsed (including on the first basis of a 360-day but excluding year) equal to the last day). The applicable Base greater of 20% or 5% in excess of the Prime Rate, Adjusted Eurodollar Rate provided, however, that such interest rate shall in no event exceed the maximum interest rate which the Borrower may by law pay. In addition, if all or Eurodollar Rate any portion of the indebtedness, whether of principal, interest, additional interest or other sum (if any) payable under this Note is not paid within ten (10) days after the date on which it is due, the Borrower shall be determined pay to the Bank on demand an amount equal to 3% of such unpaid portion as a late payment charge. It is hereby expressly agreed that such late charge is to compensate the Bank for costs incurred in connection with the administration of such default, and does not constitute a penalty. INCREASED COST If at any time after the date hereof, the Board of Governors of the Federal Reserve System or any political subdivision of the United States of America or any other government, governmental agency or central bank shall impose or modify any reserve or capital requirement on or in respect of loans made by or deposits with the Bank or shall impose on the Bank or the Eurocurrency market any other conditions affecting Loans, and the result of the foregoing is to increase the cost to (or, in the case of Regulation D, to impose a cost on) the Bank of making or maintaining any Loan or to reduce the amount of any sum receivable by such Bank in respect thereof, by an amount deemed by the Administrative AgentBank to be material, then, within 30 days after notice and demand by the Bank, the Borrower shall pay to the Bank such determination additional amounts as will compensate the Bank for such increased cost or reduction. A certificate of the Bank claiming compensation hereunder and setting forth the additional amounts to be paid to it hereunder and the method by which such amounts were calculated shall be conclusive absent in the absence of manifest error. CAPITAL ADEQUACY If the Bank shall have determined that the applicability of any law, rule, regulation or guideline adopted pursuant to or arising out of the July 1988 report of the Basle Committee on Banking Regulations and Supervisory Practices entitled "International Convergence of Capital Measurement and Capital Standards", or the adoption after the date hereof of any other law, rule, regulation or guideline regarding capital adequacy, or any change in any of the foregoing or in the interpretation or administration of any of the foregoing by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the Bank (or any lending office of the Bank) or the Bank's holding company with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or 3 would have the effect of reducing the rate of return on the Bank's capital or on the capital of the Bank's holding company, if any, as a consequence of its obligations hereunder to a level below that which the Bank or the Bank's holding company could have achieved but for such adoption, change or compliance (taking into consideration the Bank's policies and the policies of such Bank's holding company with respect to capital adequacy) by an amount deemed by the Bank to be material, then from time to time the Borrower shall pay to the Bank such additional amount or amounts as will compensate the Bank or the Bank's holding company for any such reduction suffered.

Interest. (a) The Loans comprising each Base Rate Borrowing Each Loan (except for a Loan made as a result of a drawing under a Letter of Credit) shall bear interest on the outstanding principal amount thereof from the applicable Borrowing Date (i) at the Base Rate plus the Applicable Margin at all times such Loan is a Base Rate Loan, (ii) at the Eurodollar Rate plus the Applicable Margin at all times such Loan is an Eurodollar Rate Loan (other than a Daily Eurodollar Rate Loan), or (iii) at the Eurodollar Rate plus the Applicable Margin plus the Liquidity Premium at all times such Loan is a Daily Eurodollar Rate Loan. Each Loan made as a result of a drawing under a Letter of Credit shall bear interest on the outstanding principal amount thereof from the date funded at a floating rate per annum equal to the Base Rate plus the Applicable Margin until such Loan has been outstanding for more than two (2) Business Days and, thereafter, shall bear interest on the outstanding principal amount thereof at a floating rate per annum equal to the Base Rate plus the Applicable Margin; provided that notwithstanding , plus two percent (2.0%) per annum (the foregoing, such interest rate shall at no time be less than 0.00% per annum“Default Rate”). (b) The Loans comprising Interest on each Eurodollar Borrowing Loan shall bear interest at the Adjusted Eurodollar Rate for the be paid in arrears on each Interest Period in effect for such Borrowing plus the Applicable Margin; provided that notwithstanding the foregoing, such interest rate shall at no time be less than 0.00% per annumPayment Date. (c) Notwithstanding the foregoingsubsection (a) of this Section, if any amount of principal of or interest on any Loan Loan, or any fee or other amount payable by the Borrower hereunder or under any other 4812-0911-1547, v. 7 Loan Document is not paid in full when due, due (whether at stated maturity, upon acceleration by acceleration, demand or otherwise), the Co-Borrowers agree to pay interest on such overdue unpaid principal or other amount, from the date such amount shall bear interestbecomes due until the date such amount is paid in full, and after as well as before judgmentany entry of judgment thereon to the extent permitted by law, payable on demand, at a fluctuating rate per annum equal to (i) in the case of overdue principal of any Loan, 2.00% plus the rate otherwise applicable to such Loan as provided in clause (a) or (b) of this Section or (ii) in the case of any other amount, 2.00% plus the rate applicable to Base Rate Loans as provided in clause (a) of this SectionDefault Rate. (d) Accrued Anything herein to the contrary notwithstanding, the Obligations of the Co-Borrowers to the Banks hereunder shall be subject to the limitation that payment of interest shall not be required for any period for which interest is computed hereunder, to the extent (but only to the extent) that contracting for or receiving such payment by the Banks would be contrary to the provisions of any law applicable to the Banks limiting the highest rate of interest that may be lawfully contracted for, charged or received by the Banks, and in such event the Co-Borrowers shall pay the Banks interest at the highest rate permitted by applicable law. (e) Notwithstanding anything herein to the contrary, if at any time the interest rate applicable to any Loan, together with all fees, charges or other amounts that are treated as interest on each such Loan under applicable law (collectively the “Charges”), shall exceed the maximum lawful rate (the “Maximum Rate”) that may be contracted for, charged, taken, received, or reserved by the Bank holding such Loan in accordance with applicable law, the rate of interest payable in respect to such Loan hereunder, together with all Charges payable in respect thereof, shall be limited to the Maximum Rate and, to the extent lawful, the interest and Charges that would have been payable in arrears on each Interest Payment Date for respect of such Loan; provided that (i) interest accrued pursuant to clause (c) Loan but were not payable as a result of the operation of this Section shall be cumulated and the interest and Charges payable on demandto such Bank in respect of other Loans or periods shall be increased (but not above the Maximum Rate therefore) until such cumulated amount, shall have been received by such Bank. In determining whether or not the interest paid or payable under any specific contingency exceeds the Maximum Rate, the Co-Borrowers and the Banks shall, to the maximum extent permitted under applicable law, (i) characterize any non-principal payment as an expense, fee, or premium, rather than as interest, (ii) in exclude voluntary prepayments and the event of any repayment or prepayment of any Loan, accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepaymenteffect thereof, and (iii) spread the total amount of interest throughout the entire contemplated term of such Notes so that the interest rate is uniform throughout such term; provided, however, that if all Obligations under the Notes and all Loan Documents are performed in the event of any conversion of any Eurodollar Loan full prior to the end of the current Interest Period therefor in accordance with this Agreement, accrued interest on such Loan shall be payable on the effective date of such conversion. (e) All interest hereunder shall be computed on the basis of a year of 360 days, except that interest computed by reference to the Base Rate at times when the Base Rate is based on the Prime Rate shall be computed on the basis of a year of 365 days (or 366 days in a leap year)full contemplated term thereof, and in each case shall be payable if the interest received for the actual number of days elapsed (including term thereof exceeds the first day but excluding the last day). The applicable Base Maximum Rate, Adjusted Eurodollar Rate the Banks shall refund to the Co-Borrowers the amount of such excess, or Eurodollar Rate shall be determined by credit the Administrative Agent, and amount of such determination shall be conclusive absent manifest errorexcess against the aggregate unpaid principal balance of the Banks’ Notes at the time in question.

Interest. (a) The Loans comprising unpaid principal amount of each Base Rate Borrowing Dollar Term Loan that is an ABR Loan shall bear interest at the Base Rate plus a rate per annum that shall at all times be the Applicable Margin; provided that notwithstanding the foregoingABR Margin plus ABR, such interest rate shall at no in each case, in effect from time be less than 0.00% per annumto time. (b) The Loans comprising unpaid principal amount of each Eurodollar Borrowing Dollar Term Loan that is a LIBOR Loan and each Euro Term Loan shall bear interest at a rate per annum that shall at all times be the Applicable LIBOR Margin plus the LIBOR Rate, in each case, in effect from time to time with respect to such Loan. (c) The unpaid principal amount of each New Term Loan or Extended/Modified Term Loan shall bear interest at the Adjusted Eurodollar Rate for rate specified therefor in the Interest Period in effect for such Borrowing plus the Applicable Margin; provided that notwithstanding the foregoing, such interest rate shall at no time be less than 0.00% per annumapplicable Joinder Agreement or Extension/Modification Amendment. (cd) Notwithstanding If all or a portion of (i) the foregoing, if any principal amount of or interest on any Loan or (ii) any interest payable thereon or any fee or other amount premium payable by the Borrower hereunder is shall not be paid when due, due (whether at the stated maturity, upon by acceleration or otherwise), such overdue amount shall bear interest at a rate per annum (the “Default Rate”) that is equal to (x) in the case of overdue principal, the rate that would otherwise be applicable thereto plus 2% or (y) in the case of any overdue interest, fee or premium amount, to the extent permitted by applicable law, the rate described in Section 2.8(a) plus 2%, in each case, from the date of occurrence of an Event of Default as a result of such failure to pay to the date on which such amount is paid in full (after as well as before judgment). (e) Interest on each Loan shall accrue from and including the date of any Borrowing to but excluding the date of any repayment thereof and shall be payable in the same currency in which the Loan is denominated; provided that any Loan that is repaid on the same date on which it is made shall bear interest for one day. Except as provided below, at a rate per annum equal to interest shall be payable (i) in the case respect of overdue principal of any each ABR Loan, 2.00% plus the rate otherwise applicable to such Loan as provided in clause (a) or (b) of this Section or (ii) in the case of any other amount, 2.00% plus the rate applicable to Base Rate Loans as provided in clause (a) of this Section. (d) Accrued interest on each Loan shall be payable quarterly in arrears on the last Business Day of each Interest Payment Date for such Loan; provided that (i) interest accrued pursuant to clause (c) of this Section shall be payable on demandMarch, June, September and December, (ii) in respect of each LIBOR Loan, on the event last day of each Interest Period applicable thereto and, in the case of an Interest Period in excess of three months, on each date occurring at three-month intervals after the first day of such Interest Period and (iii) in respect of each Loan, (A) on the date of any repayment or prepayment in respect of any such Loan, to the extent of accrued and unpaid interest on the principal amount repaid prepaid, (B) at maturity (whether by acceleration or prepaid shall be payable on the date of such repayment or prepayment, otherwise) and (iiiC) in the event of any conversion of any Eurodollar Loan prior to the end of the current Interest Period therefor in accordance with this Agreementafter such maturity, accrued interest on such Loan shall be payable on the effective date of such conversiondemand. (ef) All computations of interest hereunder shall be computed on the basis of a year of 360 days, except that interest computed by reference to the Base Rate at times when the Base Rate is based on the Prime Rate shall be computed on the basis of a year of 365 days made in accordance with (or 366 days in a leap year), and in each case shall be payable for the actual number of days elapsed (including the first day but excluding the last day). g) The applicable Base Rate, Adjusted Eurodollar Rate or Eurodollar Rate shall be determined by the Administrative Agent, upon determining the interest rate for any LIBOR Borrowing, shall promptly notify the applicable Borrower and the Lenders of the applicable Class thereof. Each such determination shall shall, absent clearly demonstrable error, be final and conclusive absent manifest errorand binding on all parties hereto.

Interest. (a) The Loans comprising each Base Rate Borrowing shall bear Borrower agrees to pay interest on the outstanding -------- principal amount of the Note, at the Base Rate plus the Applicable Margin; provided that notwithstanding the foregoing, such interest rate shall at no time be less than 0.00% per annum. (b) The Loans comprising close of each Eurodollar Borrowing shall bear interest at the Adjusted Eurodollar Rate for the Interest Period in effect for such Borrowing plus the Applicable Margin; provided that notwithstanding the foregoing, such interest rate shall at no time be less than 0.00% per annum. (c) Notwithstanding the foregoing, if any principal of or interest on any Loan or any fee or other amount payable by the Borrower hereunder is not paid when due, whether at stated maturity, upon acceleration or otherwise, such overdue amount shall bear interest, after as well as before judgment, day at a fluctuating rate per annum equal to (i) in the case of overdue principal of any Loan, 2.00% plus the rate otherwise applicable to such Loan as provided in clause (a) or (b) of this Section or (ii) in the case of any other amount, 2.00% plus the rate applicable to Base Rate Loans as provided in clause (a) of this Section. (d) Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date for such Loan; provided that (i) interest accrued pursuant to clause (c) of this Section shall be payable on demand, (ii) in the event of any repayment or prepayment of any Loan, accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment, and (iii) in the event of any conversion of any Eurodollar Loan prior to the end of the current Interest Period therefor in accordance with this Agreement, accrued interest on such Loan shall be payable on the effective date of such conversion. (e) All interest hereunder shall be computed on the basis of actual number of days elapsed and a year of 360 days, except that interest computed ) which is at all times equal to Three and one-half Percent (3 1/2%) in excess of the Prime Rate; each change in such fluctuating rate caused by reference to the Base Rate at times when the Base Rate is based on a change in the Prime Rate to occur simultaneously with the change in the Prime Rate; provided, however, that (i) in no event shall the interest rate in effect hereunder at any time be computed less than 8% per annum; and (ii) interest payable hereunder with respect to each calendar month shall not be less than $7,500 regardless of the amount of loans, Advances or other credit extensions that actually may have been outstanding during the month. Interest accrued through the last day of each month will be due and payable to Lender on the basis of a year of 365 days (next Monthly Payment Date, commencing February 1, 2000. Interest shall also be payable on the Maturity Date or 366 days in a leap year), and in each case on any earlier Termination Date. Interest accrued after the Maturity Date or earlier Termination Date shall be payable for on Demand. Interest may be charged to Borrower's loan account as an Advance at Lender's option, whether or not Borrower then has the actual number right to obtain an Advance pursuant to the terms of days elapsed this Agreement. Notwithstanding the foregoing, after Lender has notified Borrower of the occurrence of an Event of Default, the Note shall bear interest until paid at 5% per annum in excess of the rate otherwise then in effect, which rate shall continue to vary based on further changes in the Prime Rate; provided, however, that after an Event of Default, (including i) in no event shall the first day but excluding interest rate in effect under the last day)Note at any time be less than 13% per annum; and (ii) interest payable under the Note with respect to each calendar month shall not be less than $8,125 regardless of the amount of loans, Advances or other credit extensions that actually may have been outstanding during the month. The applicable Base Rate, Adjusted Eurodollar Rate or Eurodollar Rate undersigned shall be determined by also pay a late fee equal to 10% of any payment under the Administrative Agent, and such determination shall be conclusive absent manifest errorNote that is more than 10 days past due.