Common use of Interest Clause in Contracts

Interest. (a) The Loans comprising each ABR Borrowing shall bear interest at the Alternate Base Rate plus the Applicable Margin. (b) The Loans comprising each LIBOR Borrowing shall bear interest at the Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus the Applicable Margin. (c) Notwithstanding the foregoing, upon the occurrence and during the continuance of a Specified Default upon delivery of notice thereof by the Administrative Agent, principal or interest on any Loan 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, two percent (2.0%) plus the rate otherwise applicable to such Loan as provided in the preceding paragraphs of this Section 2.12 and (ii) in the case of any other amounts, two percent (2.0%) plus the rate applicable to ABR Loans as provided in paragraph (a) of this Section 2.12. (d) Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date for such Loan and upon termination of the Commitments; provided that (i) interest accrued pursuant to paragraph (c) of this Section 2.12 shall be payable on demand, (ii) in the event of any repayment or prepayment of any Loan of any Lender (other than a prepayment of an ABR Loan prior to the end of the Revolving Availability Period with respect to such Lender), 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 LIBOR Loan prior to the end of the current Interest Period therefor, 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 (or 365/366 days in the case of ABR Loans), 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 or Adjusted LIBO Rate shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error.

Interest. (a) The Loans comprising each ABR Borrowing (including each Swingline Loan) shall bear interest for each day on which any principal of such Loans remains outstanding at the Alternate Base Rate for such day plus the Applicable MarginRate for such day. (b) The Loans comprising each LIBOR Eurodollar Borrowing shall bear interest for each day during each Interest Period applicable thereto at the Adjusted LIBO Rate for the such Interest Period in effect for such Borrowing plus the Applicable MarginRate for such day. (c) Notwithstanding the foregoing, upon the occurrence if an Event of Default shall have occurred and during the continuance be continuing under subsections (a) or (b) of a Specified Article VII, then unless and until such Event of Default upon delivery of notice thereof by the Administrative Agentshall have been cured or waived, principal or interest on any Loan all outstanding amounts which are then due and owing 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, two percent (2.0%) 2% plus the rate otherwise applicable to such Loan as provided in the preceding paragraphs of this Section 2.12 and (ii) in the case of any other amounts, two percent (2.0%) plus the rate applicable to ABR Loans as provided for in paragraph subsection (a) of this Section 2.12above. (d) Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date for such Loan and Loan, on the Maturity Date and, upon termination of the Revolving Loan Commitments; provided that (i) interest accrued pursuant to paragraph (c) of this Section 2.12 shall be payable on demand, (ii) in the event of any repayment or prepayment of any Loan of any Lender (other than a prepayment of an ABR Loan prior to the end of the Revolving Availability Period with respect to such Lender)Eurodollar 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 LIBOR Eurodollar Loan prior to the end of the current Interest Period therefor, accrued interest on such Eurodollar 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 365/366 days 366 in the case of ABR Loansa 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 LIBO Rate or Adjusted LIBO Rate shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error.

Interest. (a) The Revolving Loans comprising each ABR Borrowing shall bear interest at the Alternate Base Rate plus the Applicable MarginRate. (b) The Revolving Loans comprising each LIBOR Eurodollar Borrowing shall bear interest at the Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus the Applicable MarginRate. (c) Notwithstanding the foregoing, upon the occurrence and during the continuance of a Specified Event of Default upon delivery and, at the request of notice thereof by the Administrative AgentRequired Lenders, principal or interest on any Loan other Event of Default, all overdue amounts outstanding hereunder 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, two percent (2.0%) 2% plus the rate otherwise applicable to such Loan as provided in the preceding paragraphs of this Section 2.12 and or (ii) in the case of any other amountsoverdue amount, two percent (2.0%) 2% plus the rate applicable to ABR Loans as provided in paragraph (a) of this Section 2.12Section. (d) Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date for such Loan and upon termination of the Commitments; provided that (i) interest accrued pursuant to paragraph (c) of this Section 2.12 shall be payable on demand, (ii) in the event of any repayment or prepayment of any Loan of any Lender (other than a prepayment of an ABR Loan prior to the end of the Revolving Availability Period with respect to such LenderPeriod), 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 LIBOR Eurodollar Loan prior to the end of the current Interest Period therefor, 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 365/366 366 days in the case of ABR Loansa 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 or 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 each ABR Borrowing (including each Swing Line Loan) shall bear interest at the Alternate Base Rate plus the Applicable MarginRate. (b) The Loans comprising each LIBOR Eurodollar Borrowing shall bear interest at the Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus the Applicable MarginRate. (c) Notwithstanding the foregoing, upon the occurrence at all times when an Event of Default listed in paragraph (a), (b), (h) or (i) of Article VIII has occurred hereunder and during the continuance of a Specified Default upon delivery of notice thereof by the Administrative Agentis continuing, principal or interest on any Loan all overdue amounts outstanding hereunder 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, two percent (2.0%) 2% plus the rate otherwise applicable to such Loan as provided in the preceding paragraphs of this Section 2.12 and or (ii) in the case of any other amountsoverdue amount, two percent (2.0%) 2% plus the rate applicable to ABR Loans as provided in paragraph (a) of this Section 2.12Section. (d) Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date for such Loan and upon termination of the Commitments; provided that (i) interest accrued pursuant to paragraph (c) of this Section 2.12 shall be payable on demand, (ii) in the event of any repayment or prepayment of any Loan of any Lender (other than a prepayment of an ABR Loan prior to the end of the Revolving Availability Period with respect to such LenderPeriod), 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 LIBOR Eurodollar Loan prior to the end of the current Interest Period therefor, 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 365/366 366 days in the case of ABR Loansa 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 LIBO Rate or Adjusted LIBO Rate shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error. (f) The Borrower agrees to pay to each Issuing Bank, with respect to drawings honored under any Letter of Credit issued by such Issuing Bank, interest on the amount paid by such Issuing Bank in respect of each such honored drawing from the date such drawing is honored to but excluding the date such amount is reimbursed by or on behalf of the Borrower at a rate equal to (i) for the period from the applicable Disbursement Date to but excluding the applicable Reimbursement Date, the rate of interest otherwise payable hereunder with respect to Revolving Loans that are ABR Loans, and (ii) thereafter, a rate which is 2% per annum in excess of the rate of interest otherwise payable hereunder with respect to Revolving Loans that are ABR Loans. (g) Interest payable pursuant to Section 2.12(f) shall be computed on the basis of a 365/366 day year for the actual number of days elapsed in the period during which it accrues, and shall be payable on demand or, if no demand is made, on the date on which the related drawing under a Letter of Credit is reimbursed in full. In the event any Issuing Bank shall have been reimbursed by Lenders for all or any portion of any honored drawing, such Issuing Bank shall distribute to the Administrative Agent, for the account of each Lender which has paid all amounts payable by it under Section 2.4(d) with respect to such honored drawing, such Lender’s Applicable Percentage of any interest received by such Issuing Bank in respect of that portion of such honored drawing so reimbursed by such Lender for the period from the date on which such Issuing Bank was so reimbursed by such Lender to but excluding the date on which such portion of such honored drawing is reimbursed by the Borrower.

Interest. (a) The Loans comprising each ABR Borrowing shall bear interest at the Alternate Base Rate plus the Applicable Margin. (b) The Loans comprising each LIBOR Eurodollar Borrowing shall bear interest at the Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus the Applicable Margin. (c) Notwithstanding the foregoing, upon the occurrence and during the continuance if any principal of a Specified Default upon delivery of notice thereof by the Administrative Agent, principal 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, two percent (2.0%) 2% plus the rate otherwise applicable to such Loan as provided in the preceding paragraphs of this Section 2.12 and or (ii) in the case of any other amountsamount, two percent (2.0%) 2% plus the rate applicable to ABR Loans as provided in paragraph (a) of this Section 2.12Section. (d) Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date for such Loan and upon termination of the Commitments; provided that (i) interest accrued pursuant to paragraph (c) of this Section 2.12 shall be payable on demand, (ii) in the event of any repayment or prepayment of any Loan of any Lender (other than a prepayment of an ABR Loan pursuant to Section 2.11(a) prior to the end of the Revolving Availability Period with respect to such LenderPeriod), 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 LIBOR Eurodollar Loan prior to the end of the current Interest Period therefor, 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 365/366 366 days in the case of ABR Loansa 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 LIBO Rate or Adjusted 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 Term Loan that is an ABR Borrowing Loan shall bear interest from the date of the Borrowing thereof at a rate per annum that shall at all times be the Alternate Base Rate Applicable Margin plus the Applicable MarginABR in effect from time to time. (b) The Loans comprising unpaid principal amount of each Term Loan that is a LIBOR Borrowing Rate Loan shall bear interest from the date of the Borrowing thereof until maturity thereof at a rate per annum that shall at all times be the Adjusted LIBO Rate for the Interest Period Applicable Margin in effect for such Borrowing from time to time plus the Applicable Marginrelevant LIBOR Rate. (c) Notwithstanding the foregoing, upon Automatically from and after the occurrence and during the continuance of a Specified Event of Default upon delivery (other than a Specified Event of notice thereof by Default pursuant to Section 11.01(c)) (which may be applicable on a retroactive basis to such date of occurrence of such Specified Event of Default), the Administrative Agent, principal or Borrower shall pay interest on any Loan shall bear interest, after as well as before judgment, at a rate per annum equal to (i) on the overdue outstanding principal amount of all Loans and all other overdue and unpaid amounts of the Obligations (after giving effect to any applicable grace period) to the extent permitted by Applicable Law, at the rate described in the case of overdue principal of any LoanSection 2.08(a) or Section 2.08(b), as applicable, plus two percent (2.02) percentage points (2%) per annum, and (ii) on any fees in connection with the facilities hereunder (after giving effect to any applicable grace period) to the extent permitted by Applicable Law, plus two (2) percentage points (2%) per annum in excess of the rate otherwise applicable to ABR Loans. All such Loan as provided interest shall be payable on demand and in the preceding paragraphs of this Section 2.12 and (ii) in the case of any other amounts, two percent (2.0%) plus the rate applicable to ABR Loans as provided in paragraph (a) of this Section 2.12immediately available funds. (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 or prepayment thereof and shall be payable (i) in respect of each ABR Loan, quarterly in arrears on the last day of each Interest Payment March, June, September and December, beginning with the quarter during which the Closing Date for such Loan and upon termination of the Commitments; provided that (i) interest accrued pursuant to paragraph (c) of this Section 2.12 shall be payable on demandoccurs, (ii) in respect of each LIBOR Rate Loan, on the event last day of any repayment or prepayment of any Loan of any Lender (other than a prepayment each LIBOR Period applicable thereto and, in the case of an ABR Loan prior to LIBOR Period in excess of three months, on each date occurring at three-month intervals after the end of the Revolving Availability Period with respect to such Lender), accrued interest on the principal amount repaid or prepaid shall be payable on the date first day of such repayment or prepayment LIBOR Period, and (iii) in the event respect of any conversion of any LIBOR Loan prior to the end of the current Interest Period thereforeach Loan, accrued interest on such Loan shall be payable on the effective date of prepayment thereof (on the 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 made in accordance with Section 5.05. (or 365/366 days in the case of ABR Loans), 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 Alternate Base Rate or Adjusted LIBO Rate shall be determined by the Administrative Agent, upon determining the interest rate for any Borrowing of LIBOR 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) Notwithstanding the foregoing and to the extent in compliance with Section 2.18, Loans extended in connection with an Extension Offer shall be conclusive absent manifest errorbear interest at the rate set forth in the Extension Amendment to the extent a different interest rate is specified therein.

Interest. (a) The Until the earlier to occur of the Rollover Date and a Demand Failure Event, the Loans comprising each ABR Borrowing shall bear interest at a rate per annum equal to the Alternate Base Rate plus lesser of (i) the Applicable Margin. (b) The Loans comprising each LIBOR Borrowing shall bear interest at the Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus the Applicable MarginRate at such time and (ii) the Total Cap. (b) From and after the earliest to occur of the Rollover Date and a Demand Failure Event, the Loans shall bear interest at a rate per annum equal to the Total Cap at such time. (c) Notwithstanding the foregoing, upon the occurrence and during the continuance if any principal of a Specified Default upon delivery of notice thereof by the Administrative Agent, principal 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, two percent (2.0%) 2% plus the rate otherwise applicable to such Loan as provided in the preceding paragraphs clauses of this Section 2.12 and or (ii) in the case of any other amountsamount, two percent (2.0%) 2% plus the rate applicable to ABR Loans as provided in paragraph (a) of this Section 2.12the “Default Rate”). (d) Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date for such Loan and upon termination of the CommitmentsLoan; provided that (i) interest accrued pursuant to paragraph clause (c) of this Section 2.12 shall be payable on demand, (ii) in the event of any repayment or prepayment of any Loan of any Lender (other than a prepayment of an ABR Loan prior to the end of the Revolving Availability Period with respect to such Lender)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 case of any conversion of any LIBOR Loan prior to the end of the current exchanged for an Exchange Note other than on an Interest Period thereforPayment Date, accrued interest on such Loan shall be payable on the effective date of such conversionexchange. (e) All interest hereunder shall be computed on the basis of a year of 360 days (or 365/366 days in the case of ABR Loans), and in each case shall be payable for the actual number of days elapsed (including or, from and after the first day but excluding occurrence of the last dayRollover Date or a Demand Failure Event, on the basis of a year of 360 days consisting of 12 months of 30 days). The applicable Alternate Base Rate or Adjusted 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. (a) The Loans comprising each ABR Borrowing (including each Swingline Loan made to Finance) shall bear interest at the Alternate Base Rate plus the Applicable MarginRate. (b) The Loans comprising each LIBOR Eurodollar Borrowing shall bear interest at the Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus the Applicable MarginRate. The Loans comprising each Swingline Loan made to Luxembourg Holdco or Swissco shall bear interest at the USD Swingline Rate plus the Applicable Rate. (c) Notwithstanding the foregoing, if upon the occurrence and during the continuance of a Specified any Event of Default upon delivery any principal of notice thereof by the Administrative Agent, principal or interest on any Loan or any fee or other amount payable by any Co-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, two percent (2.0%) 2.00% per annum plus the rate otherwise applicable to such Loan as provided in the preceding paragraphs of this Section 2.12 and 2.13 or (ii) in the case of any other amountsamount, two percent (2.0%) 2.00% per annum plus the rate applicable to ABR Revolving Loans as provided in paragraph (a) of this Section 2.122.13. (d) Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date for such Loan and upon termination of the CommitmentsLoan; provided that (i) interest accrued pursuant to paragraph (c) of this Section 2.12 2.13 shall be payable on demand, (ii) in the event of any repayment or prepayment of any Loan of any Lender (other than a prepayment of an ABR Revolving Loan prior to the end of the Initial Revolving Availability Period with respect to such LenderPeriod), accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment and prepayment, (iii) in the event of any conversion of any LIBOR Eurodollar Loan prior to the end of the current Interest Period therefor, accrued interest on such Loan shall be payable on the effective date of such conversionconversion and (iv) upon the termination of the Revolving Commitments, accrued interest on the Revolving Loans shall be payable. (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 365/366 366 days in the case of ABR Loansa 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 or Adjusted LIBO Rate shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error.

Interest. (a) The Loans comprising each ABR Borrowing shall bear interest at the Alternate Base Rate plus the Applicable MarginRate. (b) The Loans comprising each LIBOR Eurocurrency Borrowing shall bear interest at the Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus the Applicable MarginRate. (c) Notwithstanding the foregoing, upon the occurrence and during the continuance if any principal of a Specified Default upon delivery of notice thereof by the Administrative Agent, principal 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, during the continuance of an Event of Default under clauses (a), (b), (h) or (i) of Section 7.01, 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, two percent (2.0%) 2.00% per annum plus the rate otherwise applicable to such Loan as provided in the preceding paragraphs of this Section 2.12 and or (ii) in the case of any other amountsamount, two percent (2.0%) 2.00% per annum plus the rate applicable to ABR Loans as provided in paragraph (a) of this Section; provided that no amount shall be payable pursuant to this Section 2.122.13(c) to a Defaulting Lender so long as such Lender shall be a Defaulting Lender. (d) Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date for such Loan and upon termination of the Commitments; Loan, provided that (i) interest accrued pursuant to paragraph (c) of this Section 2.12 shall be payable on demand, (ii) in the event of any repayment or prepayment of any Loan of any Lender (other than a prepayment of an ABR Loan prior to the end of the Revolving Availability Period with respect to such Lender)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 LIBOR Eurocurrency Loan prior to the end of the current Interest Period therefor, accrued interest on such Loan shall be payable on the effective date of such conversion. (e) All computations of interest hereunder for ABR Loans (including ABR Loans determined by reference to the Adjusted LIBO Rate) shall be computed made on the basis of a year of 360 days (365 or 365/366 days in 366 days, as the case of ABR Loans)may be, and in each case actual days elapsed. All other computations of fees and interest shall be payable for made on the basis of a 360-day year and actual number of days elapsed (including which results in more fees or interest, as applicable, being paid than if computed on the first basis of a 365-day but excluding the last dayyear). The applicable Alternate Base Rate Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or Adjusted LIBO Rate shall be determined 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 2.18, bear interest for one day. Each determination by the Administrative Agent, and such determination Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error.

Interest. (a) The Loans comprising each ABR CBFR Borrowing (including each Swingline Loan) shall bear interest at the Alternate Base CB Floating Rate plus the Applicable Margin. (b) The Loans comprising each LIBOR Eurodollar Borrowing shall bear interest at the Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus the Applicable Margin. (c) Notwithstanding the foregoing, upon the occurrence and during the continuance if any principal of a Specified Default upon delivery of notice thereof by the Administrative Agent, principal 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, two percent (2.0%) % plus the rate otherwise applicable to such Loan as provided in the preceding paragraphs of this Section 2.12 and or (ii) in the case of any other amountsamount, two percent (2.0%) % plus the rate applicable to ABR CBFR Loans as provided in paragraph (a) of this Section 2.12Section. (d) Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date for such Loan and upon termination of the Commitments; provided that (i) interest accrued pursuant to paragraph (c) of this Section 2.12 shall be payable on demand, (ii) in the event of any repayment or prepayment of any Loan of any Lender (other than a prepayment of an ABR a CBFR Revolving Loan prior to the end of the Revolving Availability Period with respect to such LenderPeriod), 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 LIBOR Eurodollar Revolving Loan prior to the end of the current Interest Period therefor, 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 CB Floating Rate at times when the CB Floating Rate is based on the Prime Rate shall be computed on the basis of a year of 365 days (or 365/366 366 days in the case of ABR Loansa 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 CB Floating Rate, Adjusted LIBO Rate or Adjusted LIBO Rate shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error.

Interest. (a) The Term Loans comprising each ABR Borrowing shall bear interest at the Alternate Base Rate ABR plus the Applicable Margin. (b) The Term Loans comprising each LIBOR Eurocurrency Borrowing shall bear interest at the Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus the Applicable Margin. (c) Notwithstanding the foregoing, upon Following the occurrence and during the continuance continuation of a Specified Default upon delivery Event of notice thereof by Default, the Administrative Agent, principal or Borrower shall pay interest on any Loan shall bear interest, after as well as before judgment, overdue amounts hereunder at a rate per annum equal to (i) in the case of overdue principal of of, or interest on, any Term Loan, two percent (2.0%) % plus the rate otherwise applicable to such Term Loan as provided in the preceding paragraphs of this Section 2.12 and 2.11 or (ii) in the case of any other amountsoverdue amount, two percent (2.0%) % plus the rate applicable to ABR Loans as provided in paragraph clause (a) of this Section 2.122.11. (d) Accrued interest on each Term Loan shall be payable in arrears (i) on each Interest Payment Date for such Term Loan and upon termination of (ii) on the Commitmentsapplicable Maturity Date; provided that (iA) interest accrued pursuant to paragraph (c) of this Section 2.12 2.11 shall be payable on demand, (iiB) in the event of any repayment or prepayment of any Loan of any Lender (other than a prepayment of an ABR Loan prior to the end of the Revolving Availability Period with respect to such Lender)Term Loan, accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment and (iiiC) in the event of any conversion of any LIBOR Eurocurrency Loan prior to the end of the current Interest Period therefor, accrued interest on such Term 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 ABR at times when the ABR is based on the prime rate, shall be computed on the basis of a year of 365 days (or 365/366 366 days in the case of ABR Loansa leap year), and and, in each case case, shall be payable for the actual number of days elapsed (including the first day but excluding the last day). The applicable Alternate Base ABR, Adjusted LIBO Rate or Adjusted LIBO Rate shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error.

Interest. (a) The Borrower agrees to jointly and severally pay to the Administrative Agent on behalf of the Lenders interest on the daily outstanding principal balance of (i) the Base Rate Loans comprising each ABR Borrowing shall bear interest at the Alternate Base Rate from time to time in effect, plus the Applicable Margin. Base Rate Margin (bprovided, however, at no time shall such all-in interest rate for this subsection (i) The be less than five and one-quarter percent (5.25%) per annum), and (ii) the Libor Loans comprising each LIBOR Borrowing shall bear interest at the Adjusted LIBO Rate for Libor Rate; provided, however, that notwithstanding any other term or provision of this Agreement to the Interest Period in effect for such Borrowing plus the Applicable Margin. contrary, (cx) Notwithstanding the foregoing, upon immediately following the occurrence and during the continuance of a Specified an Event of Default upon delivery of notice thereof by the Administrative Agentrelating to Sections 11.1(a), principal or interest on any Loan shall bear interest(h), after as well as before judgment, at a rate per annum equal to (i) or (j) hereof, and (y) unless the Required Lenders otherwise direct in writing, upon Administrative Agent’s demand following the case of overdue principal occurrence and during the continuance of any Loanother Event of Default, in each case, Borrower agrees to and shall pay to Administrative Agent on behalf of Lenders interest on the outstanding principal balance of the Loans at the per annum rate of two percent (2.0%) plus the rate otherwise applicable payable hereunder with respect to such Loan as provided in Loans (the preceding paragraphs of this Section 2.12 and (ii) in the case of any other amounts, two percent (2.0%) plus the rate applicable to ABR Loans as provided in paragraph (a) of this Section 2.12“Default Rate”). (db) Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date for such Loan and upon termination of the Commitments; provided that (i) interest accrued pursuant to paragraph (c) of this Section 2.12 shall be payable on demand, (ii) in the event of any repayment or prepayment of any Loan of any Lender (other than a prepayment of an ABR Loan prior to the end of the Revolving Availability Period with respect to such Lender), 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 LIBOR Loan prior to the end of the current Interest Period therefor, accrued interest on such Base Rate Loan shall be payable on the effective date first calendar day of each month and at maturity, commencing with the first day of the calendar month after the -35- initial disbursement of such conversion. (e) All loan. Accrued interest hereunder on each Libor Loan shall be payable on the last day of the Libor Interest Period relating to such Libor Loan and at maturity, commencing with the first such last day of the initial Libor Interest Period. Monthly interest payments on the Loans shall be computed using the interest rate then in effect and based on the outstanding principal balance of the Loans. Upon maturity, the outstanding principal balance of all Loans shall be immediately due and payable, together with any remaining accrued interest thereon. Interest shall be computed on the basis of a year of 360 three hundred sixty (360) days (or 365/366 days in the case of ABR Loans), and in each case shall be payable for the actual number of days elapsed (including which results in more interest being paid than if computed on the first basis of a 365-day but excluding the last dayyear). The applicable Alternate Base Rate If any payment of principal of, or Adjusted LIBO Rate interest on, the Revolving Credit Note falls due on a day that is not a Business Day, then such due date shall be determined by extended to the Administrative Agentnext following Business Day, and additional interest shall accrue and be payable for the period of such determination shall be conclusive absent manifest errorextension.

Interest. (a) The Loans comprising each ABR Borrowing shall bear interest on each day at the Alternate Base Rate for such day plus the Applicable MarginRate. (b) The Loans comprising each LIBOR Eurodollar Borrowing shall bear interest at the Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus the Applicable MarginRate. (c) Notwithstanding the foregoing, upon the occurrence and during the continuance of a Specified Default upon delivery any Event of notice thereof by the Administrative AgentDefault, 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, two percent (2.0%) 2% plus the rate otherwise applicable to such Loan as provided in the preceding paragraphs of this Section 2.12 and or (ii) in the case of any other amountsamount, two percent (2.0%) 2% plus the rate applicable to ABR Loans as provided in paragraph (a) of this Section 2.12Section. (d) Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date for such Loan and upon termination of the Aggregate Commitments; provided that (i) interest accrued pursuant to paragraph (cd) of this Section 2.12 shall be payable on demand, (ii) in the event of any repayment or prepayment of any Loan of any Lender (other than a prepayment of an ABR Loan prior to the end of the Revolving Availability Period with respect to such LenderPeriod), 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 LIBOR Eurodollar Loan prior to the end of the current Interest Period therefor, accrued interest on such Loan shall be payable on the effective date of such conversion. (e) All interest hereunder determined by reference to the LIBO Rate or clauses (b) or (c) of the definition of Alternate Base Rate shall be computed on the basis of a year of 360 days, and all other interest shall be computed on the basis of a year of 365 days (or 365/366 366 days in the case of ABR Loansa 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 or Adjusted LIBO Rate shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error. (f) The Borrower shall pay to each Lender, so long as such Lender shall be required under regulations of the Board of Governors of the Federal Reserve System of the United States of America to maintain reserves with respect to liabilities or assets consisting of or including Eurocurrency Liabilities, additional interest on the unpaid principal amount of each Borrowing of such Lender during such periods as such Borrowing is a Eurodollar Borrowing, from the date of such Borrowing until such principal amount is paid in full, at an interest rate per annum equal at all times to the remainder obtained by subtracting (i) the LIBO Rate for the Interest Period in effect for such Eurodollar Borrowing from (ii) the rate obtained by dividing such LIBO Rate by a percentage equal to 100% minus the Eurodollar Rate Reserve Percentage of such Lender for such Interest Period. Such additional interest shall be determined by such Lender. The Borrower shall from time to time, within 15 days after demand (which demand shall be accompanied by a certificate comporting with the requirements set forth in Section 2.15(c)) by such Lender (with a copy of such demand and certificate to the Administrative Agent) pay to the Lender giving such notice such additional interest; provided, however, that the Borrower shall not be required to pay to such Lender any portion of such additional interest that accrued more than 90 days prior to any such demand, unless such additional interest was not determinable on the date that is 90 days prior to such demand.

Interest. (a) The Loans comprising Subject to Section 9.17, each ABR Borrowing Base Rate Loan shall bear interest at a rate per annum equal to the Alternate Base Rate plus the Applicable MarginMargin for Base Rate Loans; each Term SOFR Loan shall bear interest at a rate per annum equal to Term SOFR plus the Applicable Margin for Term SOFR Loans. (b) The Loans comprising each LIBOR Borrowing Borrower shall bear interest at the Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus the Applicable Margin. (c) Notwithstanding the foregoing, upon the occurrence and during the continuance of a Specified Default upon delivery of notice thereof by the Administrative Agent, principal or pay interest on any Loan shall bear interest, after as well as before judgment, overdue amounts hereunder at a rate per annum equal to (i) in the case of overdue principal of any Loan, two percent (2.0%) 2.00% plus the rate otherwise applicable to such Loan as provided in the preceding paragraphs paragraph (a) of this Section 2.12 and 2.12, (ii) in the case of any other amountsoverdue amount, two percent (2.0%) 2.00% plus the rate applicable to ABR Base Rate Loans as provided in paragraph (a) of this Section 2.122.12 or (iii) in the case of L/C Fees, a rate equal to the Commitment Fee Rate plus 2.00% per annum. (dc) Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date for such Loan and upon termination of the Revolving Credit Commitments; provided provided, that (i) interest accrued pursuant to paragraph (cb) of this Section 2.12 shall be payable on written demand, (ii) in the event of any repayment or prepayment of any Loan of any Lender (other than a prepayment of an ABR Loan prior to a Base Rate Borrowing that is not made in connection with the end termination or permanent reduction of the Revolving Availability Period with respect to such LenderCredit Commitments), 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 LIBOR SOFR Loan prior to the end of the current Interest Period therefor, 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 (or 365/366 days a 365- or 366-day year, as the case may be, in the case of ABR LoansBase Rate Loans bearing interest based on the Prime Rate). (e) Notwithstanding anything to the contrary in the foregoing clauses (a) and (b), and to the extent in each case compliance with Section 2.22, as applicable, Loans extended in connection with an Extension Offer shall be payable for bear interest at the actual number of days elapsed (including rate set forth in the first day but excluding applicable Permitted Amendment to the last day). The applicable Alternate Base Rate or Adjusted LIBO Rate shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest errorextent a different interest rate is specified therein.

Interest. (a) The Loans comprising each ABR Borrowing outstanding principal balance of the Loan shall bear interest at the Alternate Base Prime Rate plus the Applicable Margin2 percentage point per annum. (b) The Loans comprising each LIBOR Borrowing shall bear interest at the Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus the Applicable Margin. (c) Notwithstanding the foregoing, upon Upon the occurrence and during the continuance of a Specified Default upon delivery any Event of notice thereof by the Administrative AgentDefault, principal or interest on any Loan shall bear interest, after as well as before judgmentLender may, at its option by written notice to Borrower, raise the interest rate charged on the Loan to a rate of up to the Prime Rate plus 4 percent per annum equal to (i) from the date of the occurrence of the Event of Default until the Event of Default is cured or waived by Lender or, absent cure or waiver, until the Loan is repaid in the case of overdue principal of any Loan, two percent (2.0%) plus the rate otherwise applicable to such Loan as provided in the preceding paragraphs of this Section 2.12 and (ii) in the case of any other amounts, two percent (2.0%) plus the rate applicable to ABR Loans as provided in paragraph (a) of this Section 2.12full. (dc) Accrued All computations of interest on each Loan shall be payable in arrears based on each Interest Payment Date for such Loan and upon termination of the Commitments; provided that (i) interest accrued pursuant to paragraph (c) of this Section 2.12 shall be payable on demand, (ii) in the event of any repayment or prepayment of any Loan of any Lender (other than a prepayment of an ABR Loan prior to the end of the Revolving Availability Period with respect to such Lender), 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 LIBOR Loan prior to the end of the current Interest Period therefor, 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 365/366-day year of 360 days (or 365/366 days in the case of ABR Loans), and in each case shall be payable for the actual number of days elapsed elapsed. (including d) In the event that Borrower fails to pay interest on the Loan when due under the terms of this Agreement, such past due interest shall bear interest at the interest rate applicable to the Loan. (e) Notwithstanding any provision contained herein, the total liability of Borrower for payment of interest pursuant hereto shall not exceed the maximum amount of interest permitted by Applicable Law to be charged, collected or received from Borrower; and if any payments by Borrower include interest in excess of that maximum amount, Lender shall apply the excess first to reduce the unpaid interest on and principal of the Loan, and any excess shall be returned to Borrower. (a) Commencing on the first day but excluding of the last day). The applicable Alternate Base Rate first month following the initial advance under the Loan and on the first day of each month thereafter, Borrower shall pay Lender an amount equal to all accrued interest on the Loan. (b) Borrower shall pay Lender all outstanding principal, accrued interest and other charges with respect to the Loan on the earlier of (i) December 31, 2001, or Adjusted LIBO Rate (ii) the date that Borrower receives any cash proceeds from the issuance of any equity securities after the date of this Agreement. (c) All sums payable to Lender pursuant to this Agreement shall be determined by paid directly to Lender in immediately available funds and in the Administrative Agentcurrency of the United States of America. Whenever any payment to be made hereunder becomes due and payable on a day that is not a Business Day, and such determination shall payment may be conclusive absent manifest errormade on the next succeeding Business Day.

Interest. (a) The Loans comprising Borrower shall pay interest to Agent, for the ratable benefit of Lenders, in arrears on each ABR Borrowing shall bear applicable Interest Payment Date, at the following rates: (i) with respect to the Revolving Credit Advances bearing interest at the Alternate Base Index Rate, at a per annum rate equal to the Index Rate plus the Applicable Index Margin, or at the election of Borrower, at a per annum rate equal to the applicable LIBOR Rate plus the Applicable LIBOR Margin, based on the aggregate Revolving Credit Advances outstanding from time to time; (ii) with respect to the Term Loan B, the Index Rate plus four percent (4%) per annum; and (iii) with respect to the Swing Line Loan at a per annum rate equal to the Commercial Paper Rate plus the Applicable Swing Line Margin. (b) If any payment on any Loan becomes due and payable on a day other than a Business Day, the maturity thereof will be extended to the next succeeding Business Day (except as set forth in the definition of LIBOR Period) and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. (c) All computations of interest with respect to LIBOR Loans and the Swing Line Loan shall be made by Agent on the basis of a three hundred sixty (360) day year, for the actual number of days occurring in the period for which such interest is payable. All computations of interest with respect to Index Rate Loans, shall be made by Agent on the basis of a three hundred sixty-five (365) day year for the actual number of days elapsed. The Loans comprising Index Rate shall be determined each LIBOR Borrowing day based upon the Index Rate as in effect each day. Each determination by Agent of an interest rate hereunder shall be conclusive, absent manifest error. (d) So long as any Event of Default shall have occurred and be continuing, and at the election of Agent (or upon the written request of Requisite Lenders) after written notice from Agent to Borrower, the interest rates applicable to the Revolving Loan, the Term Loan B, the Swing Line Loan and the Letter of Credit Fees shall be increased by two percentage points (2%) per annum above the rate of interest or the rate of such Fees otherwise applicable hereunder ("Default Rate"), and all outstanding Obligations shall bear interest at the Adjusted LIBO Default Rate applicable to such Obligations. If such notice is issued, interest and Letter of Credit Fees at the Default Rate shall accrue from the initial date of such Event of Default for the Interest Period in effect for such Borrowing plus the Applicable Marginso long as that Event of Default shall continue and shall be payable upon demand. (ce) Notwithstanding So long as no Default or Event of Default shall have occurred and be continuing, Borrower shall have the foregoing, upon the occurrence and during the continuance of a Specified Default upon delivery of notice thereof by the Administrative Agent, principal or interest on any Loan shall bear interest, after as well as before judgment, at a rate per annum equal option to (i) in the case of overdue principal of request that any Revolving Credit Advance (other than an Overadvance) be made as a LIBOR Loan, two percent (2.0%) plus the rate otherwise applicable to such Loan as provided in the preceding paragraphs of this Section 2.12 and (ii) in the case of any other amounts, two percent (2.0%) plus the rate applicable to ABR Loans as provided in paragraph (a) of this Section 2.12. (d) Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date for such Loan and upon termination of the Commitments; provided that (i) interest accrued pursuant to paragraph (c) of this Section 2.12 shall be payable on demand, (ii) convert at any time all or any part of outstanding Revolving Credit Advances (including a Refunded Swing Line Loan) from Index Rate Loans to LIBOR Loans, (iii) convert any LIBOR Loan to an Index Rate Loan, subject to payment of LIBOR breakage costs in accordance with Section 1.13(b) if such conversion is made prior to the event expiration of the LIBOR Period applicable thereto, or (iv) continue all or any portion of any repayment LIBOR Loan as a LIBOR Loan upon the expiration of the applicable LIBOR Period and the succeeding LIBOR Period of that continued Loan shall commence on the last day of the LIBOR Period of the Loan to be continued. Any Loan to be made or prepayment continued as, or converted into, a LIBOR Loan must be in a minimum amount of $5,000,000 and integral multiples of $1,000,000 in excess of such amount. Any such election must be made by 10:00 a.m. (Chicago time) on the second (2nd) Business Day prior to (1) the date of any proposed Advance which is to bear interest at the LIBOR Rate, (2) the end of each LIBOR Period with respect to any LIBOR Loans to be continued as such, or (3) the date on which Borrower wishes to convert any Index Rate Loan of any Lender to a LIBOR Loan for a LIBOR Period designated by Borrower in such election. If no election is received with respect to a LIBOR Loan by 10:00 a.m. (other than a prepayment of an ABR Loan Chicago time) on the second (2nd) Business Day prior to the end of the Revolving Availability LIBOR Period with respect to such Lenderthereto (or if a Default or an Event of Default shall have occurred and be continuing), accrued interest on the principal amount repaid or prepaid that LIBOR Loan shall be payable on converted to an Index Rate Loan at the date end of its LIBOR Period. Borrower must make such repayment election by notice to Agent in writing, by telecopy or prepayment and overnight courier. In the case of any conversion or continuation, such election must be made pursuant to a written notice (iiia "Notice of Conversion/Continuation") in the event form of Exhibit 1.5(e). Borrower shall not be entitled to request or continue any conversion of Revolving Loan as, or convert any Revolving Loan into, a LIBOR Loan prior to unless at the end time of such request, conversion or continuation, the aggregate outstanding principal balance of the current Interest Period therefor, accrued interest on such Loan Revolving Credit Advances plus the amount of the Swing Line Advances equals or exceeds $5,000,000. Not more than ten (10) LIBOR Loans shall be payable on the effective date of such conversionoutstanding at any time. (ef) All Notwithstanding anything to the contrary set forth in this Section 1.5, if a court of competent jurisdiction determines in a final order that the rate of interest payable hereunder exceeds the highest rate of interest permissible under law (the "Maximum Lawful Rate"), then so long as the Maximum Lawful Rate would be so exceeded, the rate of interest payable hereunder shall be computed equal to the Maximum Lawful Rate; provided, however, that if at any time thereafter the rate of interest payable hereunder is less than the Maximum Lawful Rate, Borrower shall continue to pay interest hereunder at the Maximum Lawful Rate until such time as the total interest received by Agent, on behalf of Lenders, is equal to the basis total interest which would have been received had the interest rate payable hereunder been (but for the operation of this paragraph) the interest rate payable since the Closing Date as otherwise provided in this Agreement. Thereafter, the interest rate payable hereunder shall be the rate(s) of interest provided in Sections 1.5(a) through (e) above, unless and until the rate of interest again exceeds the Maximum Lawful Rate, and at that time this paragraph shall again apply. In no event shall the total interest received by any Lender pursuant to the terms hereof exceed the amount which such Lender could lawfully have received had the interest due hereunder been calculated for the full term hereof at the Maximum Lawful Rate. If the Maximum Lawful Rate is calculated pursuant to this paragraph, such interest shall be calculated at a year daily rate equal to the Maximum Lawful Rate divided by the number of 360 days (or 365/366 days in the case year in which such calculation is made. If, notwithstanding the provisions of ABR Loansthis Section 1.5(f), a court of competent jurisdiction shall finally determine that a Lender has received interest hereunder in excess of the Maximum Lawful Rate, Agent shall, to the extent permitted by applicable law, promptly apply such excess in the order specified in Section 1.11 and in each case thereafter shall be payable for the actual number refund any excess to Borrower or as a court of days elapsed (including the first day but excluding the last day). The applicable Alternate Base Rate or Adjusted LIBO Rate shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest errorcompetent jurisdiction may otherwise order.

Interest. (a) The Loans comprising Subject to the other provisions of this Section 2.03, interest shall accrue at the applicable interest rates set forth in Sections 2.03(c) and 2.03(d) below (each ABR Borrowing an "Interest Rate"). Interest shall be calculated on the basis of a 360 day year for the actual number of days elapsed. Interest payments for Interest Periods ending (i) prior to the termination of this Agreement shall be treated as Advances pursuant to Sections 2.01 and 2.02 herein, as applicable, on the first day of the following Interest Period and (ii) on the termination of this Agreement shall be payable not later than the 15th day following the termination of this Agreement (each an "Interest Payment"). Outstanding Advances and Interest Payments for the final Interest Period not repaid when they become due and payable upon the termination of this Agreement as provided in Section 3.03 shall bear interest from and after the required date of payment to the date of payment at an annual rate of 18% (or, if lower, the Alternate Base Rate plus the Applicable Marginhighest lawful rate). (b) The Loans comprising each LIBOR Borrowing interest payable by EDS under this Agreement shall bear interest at be calculated by multiplying the Adjusted LIBO Interest Rate specified in Section 2.03(c) hereof by the EDS Balance for the applicable days in the Interest Period. The interest payable by USI under this Agreement shall be calculated by multiplying the Interest Rate specified in Section 2.03(d) hereof by the USI Balance for the applicable days in the Interest Period. The Interest Payment required to be made by each party is independent of the Interest Payment required to be paid by the other party, and interest may be paid by both EDS and USI for any given Interest Period. EDS shall calculate the amount of interest payable by both EDS and USI for each Interest Period in effect for such Borrowing plus the Applicable Marginand, upon request, shall provide notice thereof to USI, together with supporting calculations. (c) Notwithstanding the foregoing, upon the occurrence and during the continuance of a Specified Default upon delivery of notice thereof by the Administrative Agent, principal or interest on any Loan shall bear interest, after as well as before judgment, at a rate The Interest Rate per annum equal to (i) in the case of overdue principal of any Loan, two percent (2.0%) plus the rate otherwise applicable to such Loan as provided in the preceding paragraphs of this Section 2.12 and (ii) in the case of any other amountsAdvances from USI to EDS outstanding during an Interest Period shall equal LIBID, two percent (2.0minus 0.50%) plus the rate applicable to ABR Loans as provided in paragraph (a) of this Section 2.12. (d) Accrued interest on each Loan shall be payable in arrears on each The Interest Payment Date for such Loan and upon termination of the Commitments; provided that (i) interest accrued pursuant Rate per annum applicable to paragraph (c) of this Section 2.12 shall be payable on demand, (ii) in the event of any repayment or prepayment of any Loan of any Lender (other than a prepayment of Advances from EDS to USI outstanding during an ABR Loan prior to the end of the Revolving Availability Period with respect to such Lender), 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 LIBOR Loan prior to the end of the current Interest Period thereforshall equal LIBOR, accrued interest on such Loan shall be payable on the effective date of such conversionplus 0.50%. (e) All interest hereunder calculations shall be computed on the basis of a year of 360 days (or 365/366 days in the case of ABR Loans), performed by EDS and in each case shall be payable for subject to the actual number of days elapsed (including the first day but excluding the last day). The applicable Alternate Base Rate or Adjusted LIBO Rate shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest errordispute resolution mechanisms set forth in Section 3.01.

Interest. (a) The Loans comprising each ABR Borrowing shall bear interest at the Alternate Base Rate ABR plus the Applicable Margin. (b) The Loans comprising each LIBOR Eurocurrency Borrowing shall bear interest at the Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus the Applicable Margin. (c) Notwithstanding the foregoing, upon the occurrence and during the continuance if any principal of a Specified Default upon delivery of notice thereof by the Administrative Agent, principal or interest on any Loan or any Fees 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, two percent (2.0%) 2% plus the rate otherwise applicable to such Loan as provided in the preceding paragraphs of this Section 2.12 and or (ii) in the case of any other amountsamount, two percent (2.0%) 2% plus the rate applicable to ABR Loans as provided in paragraph (a) of this Section; provided, that this paragraph (c) shall not apply to any Event of Default that has been waived by the Lenders pursuant to Section 2.1210.08. (d) Accrued interest on each Loan shall be payable in arrears (i) on each Interest Payment Date for such Loan and upon termination of (ii) on the Commitmentsapplicable Term Facility Maturity Date; provided provided, that (iA) interest accrued pursuant to paragraph (c) of this Section 2.12 shall be payable on demand, (iiB) in the event of any repayment or prepayment of any Loan of any Lender (other than a prepayment of an ABR Loan prior to the end of the Revolving Availability Period with respect to such Lender)Loan, accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment and (iiiC) in the event of any conversion of any LIBOR Eurocurrency Loan prior to the end of the current Interest Period therefor, 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 ABR shall be computed on the basis of a year of 365 days (or 365/366 366 days in the case of ABR Loansa 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 ABR or Adjusted LIBO Rate shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error.

Interest. (a) The Term Loans comprising each ABR Borrowing shall bear interest at the Alternate Base Rate ABR plus the Applicable Margin. (b) The Term Loans comprising each LIBOR Eurodollar Borrowing shall bear interest at the Adjusted LIBO Eurodollar Rate for the Interest Period in effect for such Borrowing plus the Applicable Margin. (c) Notwithstanding the foregoing, upon the occurrence and during the continuance if any principal of a Specified Default upon delivery of notice thereof by the Administrative Agent, principal or interest on any Term Loan or any Fees 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 of, or interest on, any Term Loan, two percent (2.0%) 2% plus the rate otherwise applicable to such Term Loan as provided in the preceding paragraphs of this Section 2.12 and or (ii) in the case of any other amountsamount, two percent (2.0%) 2% plus the rate applicable to ABR Loans as provided in paragraph (a) of this Section 2.12(in each case, the “Default Rate”). (d) Accrued interest on each Term Loan shall be payable in arrears on each Interest Payment Date for such Term Loan and upon termination of on the CommitmentsMaturity Date; provided that (i) interest accrued pursuant to paragraph (c) of this Section 2.12 shall be payable on demand, (ii) in the event of any repayment or prepayment of any Loan of any Lender (other than a prepayment of an ABR Loan prior to the end of the Revolving Availability Period with respect to such Lender)Term 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 LIBOR Eurodollar Loan prior to the end of the current Interest Period therefor, accrued interest on such Eurodollar 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 three hundred sixty (360) days, except that interest computed by reference to the ABR at times when the ABR is based on the Prime Rate shall be computed on the basis of a year of three hundred sixty-five (365) days (or 365/366 three hundred sixty-six (366) days in the case of ABR Loansa 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 ABR, Eurodollar Base Rate or Adjusted LIBO Eurodollar Rate shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error.

Interest. (a) The Loans comprising each ABR Borrowing shall bear interest at the Alternate Base Rate plus the Applicable MarginRate. (b) The Loans comprising each LIBOR Eurodollar Borrowing shall bear interest at the Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus the Applicable MarginRate. (c) Notwithstanding the foregoing, upon the occurrence and during the continuance if any principal of a Specified Default upon delivery of notice thereof by the Administrative Agent, principal 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, when required to be prepaid, 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% (two percent (2.0%percent) plus the rate otherwise applicable to such Loan as provided in the preceding paragraphs of this Section 2.12 and or (ii) in the case of any other amountsamount, 2% (two percent (2.0%percent) plus the rate applicable to ABR Loans as provided in paragraph (a) of this Section 2.12Section. (d) Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date for such Loan and upon termination of on the CommitmentsTermination Date; provided that (i) interest accrued pursuant to paragraph (c) of this Section 2.12 shall be payable on demand, (ii) in the event of any repayment or prepayment of any Loan of any Lender (other than a prepayment of an ABR Loan prior to the end of the Revolving Availability Period with respect to such LenderPeriod), 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 LIBOR Eurodollar Loan prior to the end of the current Interest Period therefor, 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 365/366 366 days in the case of ABR Loansa 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 LIBO Rate or Adjusted LIBO Rate shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error.

Interest. (a) The Loans comprising Each Eurodollar Loan shall bear interest for each day during each Interest Period with respect thereto at a rate per annum equal to the Eurodollar Rate determined for such day plus the Applicable Margin. (b) Each ABR Borrowing Loan shall bear interest at a rate per annum equal to the Alternate Base Rate plus the Applicable Margin. (bc) The 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 shall not be paid when due (whether at the stated maturity, by acceleration or otherwise), the principal of the Term Loans comprising each LIBOR Borrowing and any such overdue interest, Fees or other amount shall bear interest at the Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus the Applicable Margin. (c) Notwithstanding the foregoing, upon the occurrence and during the continuance of a Specified Default upon delivery of notice thereof by the Administrative Agent, principal or interest on any Loan shall bear interest, after as well as before judgment, at a rate per annum equal to which is (ix) in the case of overdue principal of any Loanprincipal, two percent (2.0%) plus the rate that would otherwise be applicable thereto pursuant to such Loan as provided in the preceding paragraphs foregoing provisions of this Section 2.12 and 2.8 plus 2% or (iiy) in the case of any such overdue interest, Fees or other amountsamount, two percent (2.0%) plus the rate applicable in effect at such time pursuant to ABR Loans as provided in paragraph (ab) of this Section 2.122.8 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 (before as well as after receipt of a judgment). (d) Accrued interest on each Loan Interest shall be payable in arrears on each Interest Payment Date for such Loan and upon termination of the Commitments; Maturity Date, provided that (i) interest accrued accruing pursuant to paragraph (c) of this Section 2.12 2.8 shall be payable from time to time on demand, (ii) in the event of any repayment or prepayment of any Loan of any Lender (other than a prepayment of an ABR Loan prior to the end of the Revolving Availability Period with respect to such Lender), 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 LIBOR Loan prior to the end of the current Interest Period therefor, 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 year of 360 days 365- (or 365/366 days in 366-, as the case of ABR Loans), and in each case shall be payable may be) day year for the actual number days elapsed; and, otherwise, interest shall be calculated on the basis of a 360-day year for the actual days elapsed (including the first day but excluding the last day)elapsed. The applicable Administrative Agent shall as soon as practicable notify the 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 or Adjusted LIBO 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 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 Borrower and the Lenders in the absence of manifest error. The Administrative Agent shall, at the request of the Borrower, deliver to the Borrower a statement showing the quotations used by the Administrative Agent in determining any interest rate in respect of any Eurodollar Loan.

Interest. (a) The Loans comprising each ABR Borrowing shall bear interest at the Alternate Base Rate plus the Applicable Margin. (b) The Loans comprising each LIBOR Eurodollar Borrowing shall bear interest at the Adjusted LIBO Eurodollar Rate for the Interest Period in effect for such Borrowing plus the Applicable Margin. (c) Notwithstanding the foregoing, upon the occurrence and during the continuance if any principal of a Specified Default upon delivery of notice thereof by the Administrative Agent, principal 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, two percent (2.0%) % plus the rate otherwise applicable to such Loan as provided in the preceding paragraphs of this Section 2.12 and or (ii) in the case of any other amountsamount, two percent (2.0%) % plus the rate applicable to ABR Loans as provided in paragraph (a) of this Section 2.123.07(a). (d) Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date for such Loan and upon termination of the Aggregate Commitments; provided that provided, that, (i) interest accrued pursuant to paragraph (c) of this Section 2.12 shall be payable on demand, (ii) in the event of any repayment or prepayment of any Loan of any Lender (other than a prepayment of an ABR Loan prior to the end of the Revolving Availability Period with respect to such LenderPeriod), 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 LIBOR Eurodollar Loan prior to the end of the current Interest Period therefor, accrued interest on such Loan shall be payable on the effective date of such conversion. (e) All computations of interest hereunder for ABR Loans (including ABR Loans determined by reference to the Eurodollar Rate) shall be computed made on the basis of a year of 360 days (365 or 365/366 days in 366 days, as the case of ABR Loans)may be, and in each case actual days elapsed. All other computations of fees and interest shall be payable for made on the basis of a 360-day year and actual number of days elapsed (including which results in more fees or interest, as applicable, being paid than if computed on the first basis of a 365-day but excluding year). Interest shall accrue on each Loan for the last 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 3.12(a), bear interest for one day). The applicable Alternate Base Rate or Adjusted LIBO Eurodollar Rate shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error.

Interest. (a) The Loans comprising each ABR Borrowing (including each Swingline Loan) shall bear interest at the Alternate Base Rate plus the Applicable MarginRate. (b) The Loans comprising each LIBOR Eurodollar Borrowing shall bear interest at the Adjusted LIBO Applicable Rate for the Interest Period in effect for such Borrowing plus the Applicable Marginwith respect thereto. (c) [Reserved] (d) Notwithstanding the foregoing, upon the occurrence and during the continuance if any principal of a Specified Default upon delivery of notice thereof by the Administrative Agent, principal 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, two percent (2.0%) 2% plus the rate otherwise applicable to such Loan as provided in the preceding paragraphs of this Section 2.12 and or (ii) in the case of any other amountsamount, two percent (2.0%) 2% plus the rate applicable to ABR Loans as provided in paragraph (a) of this Section 2.12Section. (de) Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date for such Loan and and, in the case of Revolving Loans, upon termination of the Commitments; provided that (i) interest accrued pursuant to paragraph (cd) of this Section 2.12 shall be payable on demand, (ii) in the event of any repayment or prepayment of any Loan of any Lender (other than a prepayment of an ABR Revolving Loan prior to the end of the Revolving Availability Period with respect to such LenderPeriod), 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 LIBOR Eurodollar Revolving Loan prior to the end of the current Interest Period therefor, 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 365/366 366 days in the case of ABR Loansa 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 LIBO Rate or Adjusted LIBO Rate shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error.

Interest. (a) The Loans comprising each ABR Borrowing (including each Swingline Loan) shall bear interest at the Alternate Base Rate plus the Applicable MarginRate. (b) The Loans comprising each LIBOR Eurodollar Borrowing shall bear interest at the Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus the Applicable MarginRate. (c) Notwithstanding the foregoing, upon the occurrence and during the continuance (i) any overdue principal of a Specified Default upon delivery of notice thereof by the Administrative Agent, principal or interest on any Loan shall bear interest, after as well as before judgment, interest at a rate 2% per annum equal to (i) in the case of overdue principal of any Loan, two percent (2.0%) plus the rate otherwise applicable to such Loan as provided in the preceding paragraphs of this Section 2.12 and (ii) in the case of any other amounts, two percent overdue amount (2.0%including overdue interest) shall bear interest at 2% per annum plus the rate applicable to ABR Loans as provided in paragraph (a) of this Section 2.12. (d) Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date for such Loan and upon termination of the Commitments; provided that (i) interest accrued pursuant to paragraph (c) of this Section 2.12 shall be payable on demand, (ii) in the event of any repayment or prepayment of any Loan of any Lender (other than a prepayment of an ABR Loan prior to the end of the Revolving Availability Period with respect to such LenderPeriod), 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 LIBOR Eurodollar Loan prior to the end of the current Interest Period therefor, 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 365/366 366 days in the case of ABR Loansa 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 LIBO Rate or Adjusted LIBO Rate shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error.

Interest. (a) The Loans comprising each ABR Borrowing shall bear interest at a rate per annum equal to the Alternate Base Rate plus the Applicable MarginRate. (b) The Loans comprising each LIBOR Eurodollar Borrowing shall bear interest at a rate per annum equal to the Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus the Applicable MarginRate. (c) [Reserved]. (d) Notwithstanding the foregoing, upon the occurrence and during the continuance if any principal of a Specified Default upon delivery of notice thereof by the Administrative Agent, principal 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, two percent (2.0%) 2% plus the rate otherwise applicable to such Loan as provided in the preceding paragraphs of this Section 2.12 and above or (ii) in the case of any other amountsamount, two percent (2.0%) 2% plus the rate applicable to ABR Loans as provided in paragraph (a) of this Section 2.12above. (de) Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date for such Loan and upon termination of the CommitmentsLoan; provided that (i) interest accrued pursuant to paragraph (cd) of this Section 2.12 shall be payable on demand, (ii) in the event of any repayment or prepayment of any Loan of any Lender (other than a prepayment of an ABR Loan prior to the end of the Revolving Availability Period with respect to such Lender)Loan, accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment and prepayment, (iii) in the event of any conversion of any LIBOR Eurodollar Revolving Loan prior to the end of the current Interest Period therefor, 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 365/366 366 days in the case of ABR Loansa 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 or Adjusted LIBO Rate shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error.

Interest. (a) The Borrower agrees to pay cash interest (“Cash Interest”) in respect of the unpaid principal amount of the Loans comprising each ABR from the date of Borrowing shall bear interest at thereof until the Alternate Base Rate plus the Applicable Margin. maturity thereof (b) The Loans comprising each LIBOR Borrowing shall bear interest at the Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus the Applicable Margin. (c) Notwithstanding the foregoing, upon the occurrence and during the continuance of a Specified Default upon delivery of notice thereof whether by the Administrative Agent, principal acceleration or interest on any Loan shall bear interest, after as well as before judgmentotherwise), at a rate per annum equal to (i) in during the case of overdue principal of any Loanperiod from the Effective Date until the Escrow Release Date, two percent (2.0%) plus the rate otherwise applicable to such Loan as provided in the preceding paragraphs of this Section 2.12 12% and (ii) from and after the Escrow Release Date, 13%. (b) In addition to the payment of Cash Interest pursuant to preceding clause (a), the Borrower shall, during the period from the Effective Date until the Escrow Release Date, pay additional interest on the Loans at a rate per annum equal to 3.0% “in kind”, with the amount of interest accruing pursuant to this clause (b) being added to the outstanding principal amount of the Loans on each Quarterly Payment Date occurring during such period; provided that in the case event the Borrower provides written notice thereof to the Administrative Agent prior to 11:00 A.M. (New York City time) at least two Business Days prior to the relevant Quarterly Payment Date, the Borrower may pay in cash interest accrued pursuant to this clause (b) that is payable on such Quarterly Payment Date. Such paid-in-kind interest (“PIK Interest”) shall be deemed paid, and the principal amount of the Loans as so increased shall be deemed “Loans” hereunder and under the other Credit Documents for all purposes and shall thereafter accrue interest in accordance with the terms of this Agreement. (c) Overdue principal and, to the extent permitted by law, overdue interest in respect of each Loan and all other overdue amounts payable hereunder and under any other amounts, two percent (2.0%) plus Credit Document shall bear interest at a rate per annum equal to the rate applicable to ABR Loans as provided which is 2% in paragraph (a) excess of the rate then borne by the Loans. Interest that accrues under this Section 2.122.07(b) shall be payable on demand. (d) Accrued (and theretofore unpaid) interest on each Loan Loans shall be payable (i) quarterly in arrears on each Interest Quarterly Payment Date for such Loan and upon termination of the Commitments; provided that (i) interest accrued pursuant to paragraph (c) of this Section 2.12 shall be payable on demandDate, (ii) in on the event date of any repayment or prepayment of any Loan of any Lender (other than a prepayment of an ABR Loan prior to the end of the Revolving Availability Period with respect to such Lender), accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment prepaid) and (iii) in the event of any conversion of any LIBOR Loan prior to the end of the current Interest Period thereforat maturity (whether by acceleration or otherwise) and, accrued interest after such maturity, on such Loan shall be payable on the effective date of such conversiondemand. (e) All interest hereunder shall be computed on the basis of a year of 360 days (or 365/366 days in the case of ABR Loans), 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 or Adjusted LIBO Rate shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error.

Interest. (a) The Loans comprising each ABR Borrowing shall bear interest at the Alternate Base Rate plus the Applicable Margin4.00%. (b) The Loans comprising each LIBOR Eurodollar Borrowing shall bear interest at the Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus the Applicable Margin4.00%. (c) Notwithstanding the foregoing, upon the occurrence and during the continuance if any principal of a Specified Default upon delivery of notice thereof by the Administrative Agent, principal 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, two percent (2.0%) 2% plus the rate otherwise applicable to such Loan as provided in the preceding paragraphs of this Section 2.12 and or (ii) in the case of any other amountsamount, two percent (2.0%) 2% plus the rate applicable to ABR Loans as provided in paragraph (a) of this Section 2.12Section. (d) Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date for such Loan and and, in the case of Revolving Loans, upon termination of the CommitmentsCommitments therefor; provided that (i) interest accrued pursuant to paragraph (c) of this Section 2.12 shall be payable on demand, (ii) in the event of any repayment or prepayment of any Loan of any Lender (other than a prepayment of an ABR Revolving Loan prior to the end of the Revolving Availability Period with respect to such LenderPeriod), 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 LIBOR Eurodollar Loan prior to the end of the current Interest Period therefor, 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 365/366 366 days in the case of ABR Loansa 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 LIBO Rate or Adjusted LIBO Rate shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error.

Interest. (a) The Loans comprising each ABR Borrowing shall bear interest at the Alternate Base Rate ABR plus the Applicable Margin. (b) The Loans comprising each LIBOR Eurocurrency Borrowing shall bear interest at the Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus the Applicable Margin. (c) Notwithstanding the foregoing, upon the occurrence and during the continuance if any principal of a Specified Default upon delivery of notice thereof by the Administrative Agent, principal or interest on any Loan or any Fees 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, two percent (2.0%) % plus the rate otherwise applicable to such Loan as provided in the preceding paragraphs clauses of this Section 2.12 and 2.13 or (ii) in the case of any other amountsamount payable by the Borrower, two percent (2.0%) % plus the rate applicable to ABR Loans as provided in paragraph (a) of this Section 2.122.13; provided, that this clause (c) shall not apply to any Event of Default that has been waived by the Lenders pursuant to Section 9.08. (d) Accrued interest on each Loan shall be payable in arrears (i) on each Interest Payment Date for such Loan and (ii) in the case of Loans in respect of any Class, upon termination of the CommitmentsCommitments in respect of such Class; provided provided, that (ix) interest accrued pursuant to paragraph (c) of this Section 2.12 2.13 shall be payable on demand, (iiy) in the event of any repayment or prepayment of any Loan of any Lender (other than a prepayment of an ABR Loan prior to the end of the Revolving Availability Period with respect to such Lender)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 LIBOR Eurocurrency Loan prior to the end of the current Interest Period therefor, 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 ABR at times when the ABR is based on the Prime Rate shall be computed on the basis of a year of 365 days (or 365/366 366 days in the case of ABR Loansa 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 ABR, Adjusted LIBO Rate or Adjusted LIBO Rate shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error.

Interest. (a) The Loans comprising each ABR Borrowing (including each Swingline Loan that is an ABR Loan) shall bear interest at the Alternate Base Rate plus the Applicable MarginRate. (b) The Loans comprising each LIBOR Eurocurrency Borrowing shall bear interest at the Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus the Applicable MarginRate. (c) Notwithstanding the foregoing, upon the occurrence and during the continuance if any principal of a Specified Default upon delivery of notice thereof by the Administrative Agent, principal or interest on any Loan or any fee or other amount payable by 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, two percent (2.0%) 2% plus the rate otherwise applicable to such Loan as provided in the preceding paragraphs of this Section 2.12 and or (ii) in the case of any other amountsamount, two percent (2.0%) 2% plus the rate applicable to ABR Revolving Loans as provided in paragraph (a) of this Section 2.12Section. (d) Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date for such Loan and upon termination of the CommitmentsLoan; provided that (i) interest accrued pursuant to paragraph (c) of this Section 2.12 shall be payable on demand, demand and (ii) in the event of any repayment or prepayment of any Loan of any Lender (other than a prepayment of an ABR Loan prior to the end of the Revolving Availability Period with respect to such Lender), 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 LIBOR Eurocurrency Loan prior to the end of the current Interest Period therefor, 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 (i) 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 365/366 366 days in a leap year) and (ii) for Borrowings denominated in Pounds Sterling shall be computed on the case basis of ABR Loans)a year of 365 days, 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 LIBO Rate or Adjusted LIBO Rate shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error. (f) Each payment on account of interest on the Revolving Loans shall be made pro rata according to the respective outstanding principal amounts of the Revolving Loans then held by the Revolving Lenders and each payment of interest on account of the Term Loans shall be made pro rata according to the respective outstanding principal amounts of the Term Loans then held by the Term Lenders.

Interest. (a) The Loans comprising each ABR Borrowing Each Borrower shall bear pay interest to Lender on the aggregate outstanding Revolving Credit Advances attributable to such Borrower at a floating rate equal to the Alternate Base Index Rate plus three and seventy five hundredths percent (3.75 %) per annum (the Applicable Margin. (b) The Loans comprising each LIBOR Borrowing shall bear interest at the Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus the Applicable Margin. (c) Notwithstanding the foregoing, upon the occurrence and during the continuance "Revolving Credit Rate"). All computations of a Specified Default upon delivery of notice thereof by the Administrative Agent, principal or interest on any Loan shall bear interest, after as well as before judgmentand all calculations of the Letter of Credit Fee, at a rate per annum equal to (i) in the case of overdue principal of any Loan, two percent (2.0%) plus the rate otherwise applicable to such Loan as provided in the preceding paragraphs of this Section 2.12 and (ii) in the case of any other amounts, two percent (2.0%) plus the rate applicable to ABR Loans as provided in paragraph (a) of this Section 2.12. (d) Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date for such Loan and upon termination of the Commitments; provided that (i) interest accrued pursuant to paragraph (c) of this Section 2.12 shall be payable on demand, (ii) in the event of any repayment or prepayment of any Loan of any made by Lender (other than a prepayment of an ABR Loan prior to the end of the Revolving Availability Period with respect to such Lender), 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 LIBOR Loan prior to the end of the current Interest Period therefor, 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 three hundred sixty (or 365/366 days in the case of ABR Loans)360) day year, and in each case shall be payable for the actual number of days elapsed occurring in the period for which such interest or fee is payable. Each determination by Lender of an interest rate hereunder shall be conclusive and binding for all purposes, absent manifest error. In no event will Lender charge interest at a rate that exceeds the highest rate of interest permissible under any law that a court of competent jurisdiction shall, in a final determination, deem applicable. (including b) Interest shall be payable on the outstanding Revolving Credit Advances (i) in arrears for the preceding calendar month on the first day but excluding of each calendar month, (ii) on the last dayCommitment Termination Date, and (iii) if any interest accrues or remains payable after the Commitment Termination Date, upon demand by Lender. (c) Effective upon the occurrence of any Event of Default and for so long as any Event of Default shall be continuing, the Revolving Credit Rate and the Letter of Credit Fee shall automatically be increased by two percentage points (2%) per annum (such increased rate, the "Default Rate"), and all outstanding Obligations, including unpaid interest and Letter of Credit Fees, shall continue to accrue interest from the date of such Event of Default at the Default Rate applicable to such Obligations. (d) If any interest or any other payment (including Unused Line Fees) to Lender under this Agreement becomes due and payable on a day other than a Business Day, such payment date shall be extended to the next succeeding Business Day and interest thereon shall be payable at the then applicable rate during such extension. (e) On any day on which interest is payable by any Borrower to Lender, each Borrower shall make a payment to Lender of its "Pro Rata Share" of any "Additional Interest" due for such period. "Additional Interest" shall be due if the aggregate average balance of the outstanding Revolving Credit Advances during any period (the "Aggregate Average Balance") is less than the "Minimum Balance Amount" for such period. As used in this Section 1.5(e), the Minimum Balance Amount shall be (i) $2,000,000 from the Closing Date until the first anniversary date of this Agreement, (ii) $2,500,000 from the first anniversary date of this Agreement to the second anniversary date of this Agreement, and (iii) $3,000,000 at all times after the second anniversary date of this Agreement. If the Minimum Balance Amount exceeds the Aggregate Average Balance for any such period, then the amount of Additional Interest that is due to Lender shall be an amount derived by multiplying such excess by the blended Revolving Credit Rate for such period (as determined by Lender). The applicable Alternate Base Rate or Adjusted LIBO Rate Each Borrower's "Pro Rata Share" of any Additional Interest shall be determined by Lender based on the Administrative Agent, and such determination shall be conclusive absent manifest erroraverage relative borrowings of each Borrower.

Interest. (a) The Loans comprising each ABR Borrowing shall bear interest at the Alternate Base Rate plus the Applicable MarginRate. (b) The Loans comprising each LIBOR Eurodollar Borrowing shall bear interest at the Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus the Applicable MarginRate. (c) Notwithstanding the foregoing, upon the occurrence and during the continuance if any principal of a Specified Default upon delivery of notice thereof by the Administrative Agent, principal 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, to the extent permitted by applicable law, after as well as before judgment, at a rate per annum equal to (i) in the case of overdue principal of any Loan, two percent (2.0%) 2% plus the rate otherwise applicable to such Loan as provided in the preceding paragraphs of this Section 2.12 and or (ii) in the case of any other amountsamount, two percent (2.0%) 2% plus the rate applicable to ABR Loans as provided in paragraph (a) of this Section 2.12Section. (d) Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date for such Loan and upon termination of the Commitments; provided that (i) interest accrued pursuant to paragraph (c) of this Section 2.12 shall be payable on demand, (ii) in the event of any repayment or prepayment of any Loan of any Lender (other than a prepayment of an ABR Loan prior to the end of the Revolving Availability Period with respect to such LenderCommitment 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 LIBOR Eurodollar Loan prior to the end of the current Interest Period therefor, 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 365/366 366 days in the case of ABR Loansa 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 or and Adjusted LIBO Rate shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error.

Interest. Subject to the terms of Section 10.05, (a) The Loans comprising each ABR CBFR Borrowing shall bear interest at a rate per annum equal to the Alternate Base CB Floating Rate plus the Applicable MarginRate, provided that such rate shall never exceed the Highest Lawful Rate. (b) The Loans comprising each LIBOR Eurodollar Borrowing shall bear interest at a rate per annum equal to the Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus the Applicable MarginRate, provided that such rate shall never exceed the Highest Lawful Rate. (c) Notwithstanding the foregoing, upon if an Event of Default has occurred and is continuing, the occurrence Loans and during Obligations shall, to the continuance of a Specified Default upon delivery of notice thereof extent permitted by the Administrative Agentapplicable Law, principal or interest on any Loan shall bear interest, after as well as before judgment, at a rate per annum equal to the lesser of (i) in the case of overdue principal of any Loan, two percent Highest Lawful Rate and (2.0%ii) 3.00% plus the rate otherwise applicable to such Loan as provided in the preceding paragraphs of this Section 2.12 and (ii) in the case of any other amounts, two percent (2.0%) plus the rate applicable to ABR Loans as provided in paragraph (a) of this Section 2.12Section. (d) Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date for such Loan and upon termination of the CommitmentsRevolving Credit Commitment, as applicable; provided that (i) interest accrued pursuant to paragraph (c) of this Section 2.12 shall be payable on demand, (ii) in the event of any repayment or prepayment of any Loan of any Lender (other than a prepayment of an ABR Loan prior to the end of the Revolving Availability Period with respect to such Lendera CBFR 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 LIBOR Eurodollar Loan prior to the end of the current Interest Period therefor, accrued interest on such Loan shall be payable on the effective date of such conversion. (e) All Subject to Section 10.05, all interest hereunder shall be computed on the basis of a year of 360 days, except that interest computed by reference to the CB Floating Rate at times when the CB Floating Rate is based on the Prime Rate shall be computed on the basis of a year of 365 days (or 365/366 366 days in the case of ABR Loansa 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 or CB Floating Rate, Adjusted LIBO Rate, LIBO Rate and Adjusted One Month LIBOR Rate shall be determined by the Administrative AgentLender, and such determination shall be conclusive absent manifest error.

Interest. (a) The Loans comprising each ABR Borrowing shall bear interest at the Alternate Base Rate ABR plus the Applicable Margin. (b) The Loans comprising each LIBOR Eurocurrency Borrowing shall bear interest at the Adjusted LIBO Eurocurrency Rate for the Interest Period in effect for such Borrowing plus the Applicable Margin. (c) Notwithstanding the foregoingFor so long as any Event of Default shall have occurred and be continuing under Section 7.01(b), (c), (h) or (i), upon the occurrence and during the continuance notice of a Specified Default upon delivery of notice thereof by the Administrative AgentAgent (at the direction of the Required Lenders) to the Lead Borrower, principal or interest on (i) any overdue Loan 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, two percent (2.0%) 2% plus the rate otherwise applicable to such Loan as provided in the preceding paragraphs of this Section 2.12 and or (ii) in the case of any other amountsoverdue amount (including, two percent (2.0%) but not limited to, fees to be paid under the Loan Documents), such other overdue amount shall bear interest at a rate per annum equal to 2% plus the rate applicable to ABR Loans as provided in paragraph (a) of this Section 2.12Section. (d) Accrued interest on each Loan shall be payable in arrears (i) on each Interest Payment Date for such Loan and upon Loan, (ii) on the earlier of (A) the termination of all of the CommitmentsCommitments and (B) the Maturity Date and (iii) on the date of each prepayment or repayment of such Loans; provided provided, that (ix) interest accrued pursuant to paragraph (c) of this Section 2.12 shall be payable on demand, (iiy) in the event of any repayment or prepayment of any Loan of any Lender (other than a prepayment of an ABR Loan prior to the end of the Revolving Availability Period with respect to such LenderPeriod), accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment and (iiiz) in the event of any conversion of any LIBOR Eurocurrency Loan prior to the end of the current Interest Period therefor, 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 ABR shall be computed on the basis of a year of 365 days (or 365/366 366 days in the case of ABR Loansa 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 ABR, Adjusted Eurocurrency Rate or Adjusted LIBO Eurocurrency Rate shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error.

Interest. (a) The Loans comprising each ABR Borrowing shall bear interest at the Alternate Base Rate plus the Applicable MarginRate. (b) The Loans comprising each LIBOR Eurodollar Borrowing shall bear interest at the Adjusted LIBO Eurodollar Rate for the Interest Period in effect for such Borrowing plus the Applicable MarginRate. (c) Notwithstanding the foregoing, upon the occurrence of and during the continuance continuation of a Specified Default an Event of Default, commencing upon delivery of written notice thereof by from the Administrative AgentAgent to the Borrower (or at the request of the Required Lenders), all principal of or interest on any Loan or any fee or other amount payable by the Borrower hereunder 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, two percent (2.0%) 2.00% per annum plus the rate otherwise applicable to such Loan as provided in the preceding paragraphs of this Section 2.12 and or (ii) in the case of any other amountsamount, two percent (2.0%) 2.00% per annum plus the rate applicable to ABR Loans as provided in paragraph (a) of this Section 2.12Section. (d) Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date for such Loan and upon termination of the Commitments; Loan, provided that (i) interest accrued pursuant to paragraph (c) of this Section 2.12 shall be payable on demand, (ii) in the event of any repayment or prepayment of any Loan of any Lender (other than a prepayment of an ABR Loan prior to the end of the Revolving Availability Period with respect to such Lender)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 LIBOR Eurodollar Loan prior to the end of the current Interest Period therefor, 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 shall be computed on the basis of a year of 365 days (or 365/366 366 days in the case of ABR Loansa 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 or Adjusted LIBO Eurodollar Rate shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error.

Interest. (a) The Loans comprising Borrower shall pay interest on the unpaid principal amount of each ABR Borrowing Loan owing by such Borrower to the Lenders from the date of such Loan until such principal amount shall bear interest be paid in full at a rate per annum equal at all times during each Interest Period for such Loan to the Alternate Base sum of (x) the Yen LIBO Rate for such Interest Period for such Loan plus (y) the Applicable Margin. (b) The Loans comprising each LIBOR Borrowing shall bear interest at the Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus the Applicable Margin. (c) Notwithstanding the foregoing, upon the occurrence and during the continuance of a Specified Default upon delivery any Event of notice thereof by the Administrative AgentDefault, if any principal of or interest on any Loan or any fee or other amount payable by the Borrowers 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 or interest on any Loan, two percent (2.0%) 2% plus the rate otherwise applicable to such Loan as provided in the preceding paragraphs paragraph (a) of this Section 2.12 and or (ii) in the case of any other amountsamount, two percent (2.0%) 2% plus the rate applicable to ABR Loans as provided in paragraph (a) of this Section 2.12Section. (dc) Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date for such Loan and upon termination of the CommitmentsCommitment; provided that (i) interest accrued pursuant to paragraph (cb) of this Section 2.12 shall be payable on demand, demand and (ii) in the event of any repayment or prepayment of any Loan of any Lender (other than a prepayment of an ABR Loan prior to the end of the Revolving Availability Period with respect to such Lender), accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment prepayment. For the avoidance of doubt, it is understood and (iii) agreed that interest will not be double counted in the event respect of any conversion of any LIBOR Loan prior to additional days included at the end of the current an Interest Period thereforas a result of an extension thereof due to the operation of the proviso contained in the definition of “Interest Payment Date” contained in Section 1.01, accrued such that interest on for such Loan shall be payable on extended days will accrue only in the effective date of Interest Period to which such conversionextended days have been added and not any subsequent Interest Period. (ed) All interest hereunder shall be computed on the basis of a year of 360 days (or 365/366 days in the case of ABR Loans), and in each case shall be payable for the actual number of days elapsed (including the first day but excluding the last day)) occurring in the period for which such interest is payable. The applicable Alternate Base Rate or Adjusted Yen LIBO Rate shall be reasonably determined by the Administrative Agent, and such determination shall be conclusive absent manifest error. In calculating interest owed hereunder, the Administrative Agent shall calculate the interest owed to each Lender individually (based on the then current outstanding principal amount of Loan owed to such Lender), rounded down to the nearest whole Yen (on a Lender by Lender basis), which will then be aggregated and provided to the Borrower. (e) All interest paid or payable pursuant to this Section shall be paid in JPY.

Interest. (a) The Loans comprising each ABR Borrowing (including each Swingline Loan) shall bear interest at the Alternate Base Rate ABR plus the Applicable Margin. (b) The Loans comprising each LIBOR Eurocurrency Borrowing shall bear interest at the Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus the Applicable Margin. (c) Notwithstanding the foregoing, upon Following the occurrence and during the continuance continuation of a Specified Default upon delivery Event of notice thereof by Default, the Administrative Agent, principal or Borrower Parties shall pay interest on any Loan shall bear interest, after as well as before judgment, overdue amounts hereunder at a rate per annum equal to (i) in the case of overdue principal of of, or interest on, any Loan, two percent (2.0%) % plus the rate otherwise applicable to such Loan as provided in the preceding paragraphs of this Section 2.12 and 2.13 or (ii) in the case of any other amountsoverdue amount, two percent (2.0%) % plus the rate applicable to ABR Loans as provided in paragraph clause (a) of this Section 2.122.11. (d) Accrued interest on each Loan shall be payable by the Borrower Parties, jointly and severally, in arrears (i) on each Interest Payment Date for such Loan and (ii) upon termination of the Revolving Facility Commitments; provided that (iA) interest accrued pursuant to paragraph (c) of this Section 2.12 2.13 shall be payable on demand, (iiB) in the event of any repayment or prepayment of any Loan of any Lender (other than a prepayment repayment of an ABR Revolving Loan or Swingline Loan prior to the end of the Revolving Availability Period with respect to such LenderPeriod), accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment and (iiiC) in the event of any conversion of any LIBOR Eurocurrency Revolving Loan prior to the end of the current Interest Period therefor, 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 ABR shall be computed on the basis of a year of 365 days (or 365/366 366 days in the case of ABR Loansa 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 ABR, Adjusted LIBO Rate or Adjusted LIBO Rate shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error.

Interest. (a) The Loans comprising each ABR Base Rate Borrowing shall bear interest at the Alternate Base Rate plus the Applicable MarginRate. (b) The Loans comprising each LIBOR Eurodollar Borrowing shall bear interest at the Adjusted LIBO LIBOR Rate for the Interest Period in effect for such Borrowing plus the Applicable Margin. (c) Notwithstanding the foregoing, upon the occurrence and during the continuance if any principal of a Specified Default upon delivery of notice thereof by the Administrative Agent, principal 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, two percent (2.0%) plus the rate otherwise applicable to such Loan as provided in the preceding paragraphs of this Section 2.12 and (ii) in the case of any other amounts, two percent (2.0%) 2% plus the rate applicable to ABR Base Rate Loans as provided in paragraph (a) of this Section 2.122.10. (d) Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date for such Loan and upon termination of the Commitments; provided that (i) interest accrued pursuant to paragraph (c) of this Section 2.12 2.10 shall be payable on demand, (ii) in the event of any repayment or prepayment of any Loan of any Lender (other than a prepayment of an ABR a Base Rate Loan prior to the end of the Revolving Availability Period with respect to such LenderPeriod), 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 LIBOR Eurodollar Loan prior to the end of the current Interest Period therefor, 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 365/366 366 days in the case of ABR Loansa 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 or Adjusted LIBO LIBOR Rate shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error.

Interest. (a) The Loans comprising each ABR Borrowing shall bear Borrowers, jointly and severally, covenant and agree to pay to the Lender interest on the unpaid principal amount of the advances under the Revolving Line of Credit outstanding from time to time at the Alternate Base Rate plus Note Rate, determined as described below. Provided no Default shall have occurred and be continuing or no Event of Default shall have occurred which has not been expressly waived in writing by Lender, the Applicable Margin. (b) The Loans comprising each LIBOR Borrowing Borrowers, acting jointly, shall bear interest at have the Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus the Applicable Margin. (c) Notwithstanding the foregoingright, upon the occurrence and on a monthly basis during the continuance term of a Specified Default upon delivery the Revolving Line of notice thereof by Credit, to designate the Administrative Agent, principal or interest on any Loan shall bear interest, after as well as before judgment, at a rate per annum equal to computation of the Note Rate from the following two alternatives: (i) Prime Rate Based. The Lender's Prime Rate less 110 basis points. As the Prime Rate increases or decreases, the Note Rate shall increase (up to but never in the case of overdue principal of any Loan, two percent (2.0%) plus the rate otherwise applicable to such Loan as provided in the preceding paragraphs of this Section 2.12 and (ii) in the case of any other amounts, two percent (2.0%) plus the rate applicable to ABR Loans as provided in paragraph (a) of this Section 2.12. (d) Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date for such Loan and upon termination excess of the Commitments; provided that (imaximum amount allowed by law) interest accrued pursuant to paragraph (c) of this Section 2.12 shall be payable on demandor decrease, (ii) in the event of any repayment or prepayment of any Loan of any Lender (other than a prepayment of an ABR Loan prior to the end as of the Revolving Availability Period with respect to such Lender), accrued interest on the principal amount repaid or prepaid shall be payable on the date opening of such repayment or prepayment and (iii) in the event of any conversion of any LIBOR Loan prior to the end of the current Interest Period therefor, accrued interest on such Loan shall be payable business on the effective date of such conversionchange, by an amount equal to the change in the Prime Rate. (eii) Interbank Rate Based. The one-month Interbank Rate plus 100 basis points. As the Interbank Rate increases or decreases, the Note Rate shall increase (up to but never in excess of the maximum amount allowed by law) or decrease, by an amount equal to the change in the Interbank Rate as of the opening of business on the Business Day which is or is closest to the tenth day of each month from the Interbank Rate effective for the immediately preceding month. The Interbank Rate shall change only once each month, if at all. The parties may modify the one-month Interbank Rate plus 100 basis points to the three, six or twelve-month Interbank Rate plus such number of basis points added thereto as the parties shall mutually agree to in writing. The Borrowers, acting jointly, shall provide written or oral notice of their election as to the computation of interest on the Revolving Line of Credit on the Business Day which is or is closest to the tenth day of each month. Any notice given after the Business Day which is or is closest to the tenth day of each month shall only be effective as of the tenth day of the following month. Following the Borrowers' election concerning the computation of the Note Rate, the Note Rate shall continue to be computed upon the same basis until the Borrowers give written or oral notice of any election to change. (b) All interest hereunder accrued on the Revolving Line of Credit shall be due and payable on the tenth day of each month or the Business Day which is or is closest to the tenth day of each calendar month, in arrears. (c) Interest on the Revolving Line of Credit shall be computed on the basis of the actual days elapsed in a year consisting of 360 days (or 365/366 days in the case of ABR Loans), 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 or Adjusted LIBO Rate shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest errordays.

Interest. (a) The Loans comprising each ABR Base Rate Borrowing shall bear interest at the Alternate Base Rate in effect from time to time plus the Applicable MarginRate. (b) The Loans comprising each LIBOR Eurocurrency Borrowing shall bear interest at the Adjusted LIBO Eurocurrency Rate for the Interest Period in effect for such Borrowing plus the Applicable MarginRate. (c) Notwithstanding the foregoing, upon the occurrence at any time (x) an Event of Default has occurred and during the continuance is continuing under clauses (h) or (i) of a Specified Default upon delivery Article 7 or (y) if any principal of notice thereof by the Administrative Agent, principal or interest on the Loan or any Loan fee or other amount payable by the Borrower hereunder is not paid when due, whether at stated maturity, upon acceleration or otherwise, then 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 the Loan, two percent (2.0%) 2% plus the rate otherwise applicable to such the Loan as provided in the preceding paragraphs of this Section 2.12 and or (ii) in the case of any other amountsamount, two percent (2.0%) upon the request of the Required Lenders, 2% plus the rate applicable to ABR Base Rate Loans as provided in paragraph (a) of this Section 2.12(the “Default Rate”). (d) Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date for such Loan and upon termination of on the CommitmentsMaturity Date applicable to such Loan (or such earlier date on which the Loans become due and payable pursuant to Article 7); provided that (i) interest accrued pursuant to paragraph (c) of this Section 2.12 shall be payable on demand, (ii) in the event of any repayment or prepayment of any Loan of any Lender (other than a prepayment of an ABR Loan prior to the end of the Revolving Availability Period with respect to such Lender)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 LIBOR Eurocurrency Loan prior to the end of the current Interest Period therefor, 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 shall be computed on the basis of a year of 365 days (or 365/366 366 days in the case of ABR Loans)a leap year) and, and in each case 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 or Adjusted LIBO Eurocurrency 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. (a) The Loans comprising each ABR Borrowing shall bear interest at the Alternate Base Rate plus the Applicable MarginRate. (b) The Loans comprising each LIBOR Eurocurrency Borrowing shall bear interest at the Adjusted LIBO Eurocurrency Rate for the Interest Period in effect for the Borrowing of which such Borrowing Loan is a part plus the Applicable MarginRate. (c) Notwithstanding the foregoing, upon the occurrence and during the continuance if any principal of a Specified Default upon delivery of notice thereof by the Administrative Agent, principal or interest on any Loan or any fee or other amount payable by the Company 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, two percent (2.0%) 2% plus the rate otherwise applicable to such Loan as provided in the preceding paragraphs of this Section 2.12 and or (ii) in the case of any other amountsamount, two percent (2.0%) 2% plus the rate applicable to ABR Loans as provided in paragraph (a) of this Section 2.12Section. (d) Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date for such Loan and upon termination of the CommitmentsLoan; provided that (i) interest accrued pursuant to paragraph (c) of this Section 2.12 shall be payable on demand, (ii) in the event of any repayment or prepayment of any Loan of any Lender (other than a prepayment of an ABR Loan prior to the end of the Revolving Availability Period with respect to such Lender)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 LIBOR Eurocurrency Loan prior to the end of the current Interest Period therefor, 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 three hundred sixty (360) days, except that interest computed by reference to clause (a) of the definition of the Alternate Base Rate shall be computed on the basis of a year of three hundred sixty-five (365) days (or 365/366 three hundred sixty-six (366) days in the case of ABR Loansa 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 or Adjusted LIBO and the Eurocurrency Rate shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error.

Interest. (a) The Loans comprising each ABR Borrowing shall bear interest at the Alternate Base Rate plus the Applicable MarginRate. (b) The Loans comprising each LIBOR Eurodollar Borrowing shall bear interest at the Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus the Applicable MarginRate. (c) Notwithstanding the foregoing, upon the occurrence and during the continuance if any principal of a Specified Default upon delivery of notice thereof by the Administrative Agent, principal 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, two percent (2.0%) 2.00% plus the rate otherwise applicable to such Loan as provided in the preceding paragraphs of this Section 2.12 and or (ii) in the case of any other amountsamount, two percent (2.0%) 2.00% plus the rate applicable to ABR Loans as provided in paragraph (a) of this Section 2.12Section. (d) Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date for such Loan and shall be payable for each Loan upon termination reduction of the CommitmentsTotal Commitment to zero; provided that (i) interest accrued pursuant to paragraph (c) of this Section 2.12 shall be payable on demand, (ii) in the event of any repayment or prepayment of any Loan of any Lender (other than a prepayment of an ABR Loan prior to the end of the Revolving Availability Period with respect to such LenderPeriod), 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 LIBOR Eurodollar Loan prior to the end of the current Interest Period therefor, 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 365/366 366 days in the case of ABR Loansa 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 or Adjusted LIBO Rate shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error.

Interest. (a) The Loans comprising each ABR Borrowing shall bear interest at the Alternate Base Rate plus the Applicable MarginRate. (b) The Loans comprising each LIBOR Eurodollar Borrowing shall bear interest at the Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus the Applicable MarginRate. (c) Notwithstanding the foregoingparagraphs (a) and (b) of this Section 2.12, upon the occurrence and during the continuance if any principal of a Specified Default upon delivery of notice thereof by the Administrative Agent, principal or interest on any Loan or any fee or other amount payable by either 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, two percent (2.0%) 2.00% plus the rate otherwise applicable to such Loan as provided in the preceding paragraphs of this Section 2.12 and or (ii) in the case of any other amountsoverdue amount, two percent (2.0%) 2.00% plus the rate applicable to ABR Loans as provided in paragraph (a) of this Section 2.12. (d) Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date for such Loan and upon termination of the CommitmentsLoan; provided that (i) interest accrued pursuant to paragraph (c) of this Section 2.12 shall be payable on demand, (ii) in the event of any repayment or prepayment of any Loan of any Lender (other than a prepayment of an ABR Loan prior to the end of the Revolving Availability Period with respect to such Lender)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 LIBOR Eurodollar Loan prior to the end of the current Interest Period therefor, 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 365/366 366 days in the case of ABR Loansa 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 or Adjusted LIBO Rate shall be determined by the Administrative AgentAgent in accordance with the terms hereof, and such determination shall be conclusive absent manifest error.

Interest. (a) The Loans comprising Subject to Section 9.17, each ABR Borrowing Loan shall bear interest at the Alternate Base Reference Rate plus the Applicable Margin. (b) The Loans comprising each LIBOR Borrowing shall bear interest at the Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus the Applicable Margin. (c) Notwithstanding the foregoing, upon Following the occurrence and during the continuance continuation of a Specified Default upon delivery Event of notice thereof by Default, the Administrative Agent, principal or applicable Borrowers shall pay interest on any Loan shall bear interest, after as well as before judgment, overdue amounts hereunder at a rate per annum equal to (the “Default Rate”): (i) in the case of overdue principal of of, or interest on, any Loan, two percent (2.0%) 2.00% plus the rate otherwise applicable to such Loan as provided in the preceding paragraphs of this Section 2.12 and 2.15 or (ii) in the case of any other amountsoverdue amount, two percent (2.0%) 2.00% plus the rate applicable to ABR Loans as provided in paragraph (a) of this Section 2.122.15. (dc) Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date for such Loan and and, in the case of Revolving Credit Loans, upon termination of the Revolving Credit Commitments; provided provided, that (i) interest accrued pursuant to paragraph (cb) of this Section 2.12 2.15 shall be payable on demand, (ii) in the event of any repayment or prepayment of any Loan of any Lender (other than a prepayment of an ABR Revolving Credit Loan prior to that is not made in connection with the end termination or permanent reduction of the Revolving Availability Period with respect to such LenderCredit Commitments), 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 LIBOR Eurodollar Loan prior to the end of the current Interest Period therefor, 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 (or 365/366 days in a 365- or 366-day year, as the case of ABR Loans), and in each case shall be payable for the actual number of days elapsed (including the first day but excluding the last daymay be). The applicable Alternate Base Rate, Adjusted LIBO Rate or Adjusted LIBO Rate shall be determined by the applicable Administrative Agent, and such determination shall be conclusive absent manifest error. (e) Notwithstanding anything to the contrary in the foregoing clauses (a) and (b), and to the extent in compliance with Section 2.23, 2.24 or 2.25, as applicable, Loans made pursuant to an Incremental Facility or Replacement Facility or extended in connection with an Extension Offer shall bear interest at the rate set forth in the applicable Permitted Amendment to the extent a different interest rate is specified therein.

Interest. (a) The Loans comprising each ABR Borrowing shall bear interest at the Alternate Base Rate plus the Applicable MarginRate. (b) The Loans comprising each LIBOR Eurodollar Borrowing shall bear interest at the Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus the Applicable MarginRate. (c) Notwithstanding the foregoing, upon the occurrence if any Default has occurred and during the continuance of a Specified Default upon delivery of notice thereof by the Administrative Agentis continuing, principal or interest on any Loan (i) all amounts outstanding hereunder shall bear interest, after as well as before judgment, at a rate per annum equal to (iA) in the case of overdue principal of any Loan, two percent (2.0%) 2% plus the rate otherwise applicable to such Loan as provided in the preceding paragraphs of this Section 2.12 and or (iiB) in the case of any other amountsamount, two percent (2.0%) 2% plus the rate applicable to ABR Loans as provided in paragraph (a) of this Section 2.12and (ii) the participation fees referred to in Section 2.10(b)(i) shall be increased by 2% per annum. (d) Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date for such Loan and upon termination of the Commitments; provided that (i) interest accrued pursuant to paragraph (c) of this Section 2.12 shall be payable on demand, (ii) in the event of any repayment or prepayment of any Loan of any Lender (other than a prepayment of an ABR Loan prior to the end of the Revolving Availability Period with respect to such LenderPeriod), 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 LIBOR Eurodollar Loan prior to the end of the current Interest Period therefor, 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 365/366 366 days in the case of ABR Loansa 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 LIBO Rate or Adjusted LIBO Rate shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error.

Interest. (a) The Loans comprising each ABR Base Rate Borrowing and each Swingline Loan shall bear interest at the Alternate Base Rate plus the Applicable MarginRate. (b) The Loans comprising each LIBOR LIBO Rate Borrowing shall bear interest at the Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus the Applicable MarginRate. (c) Notwithstanding the foregoing, upon the occurrence and during the continuance of a Specified an Event of Default under clauses (a), (b), (h), (i) or (n) of Article VII or upon delivery of written notice thereof by to the Borrower from the Administrative AgentAgent or Required Lenders following the occurrence and during the continuance of any other Event of Default, (i) the outstanding principal or interest on any Loan amount of the Loans shall bear interest, after as well as before judgment, interest at a rate per annum equal to (ithe interest rate specified in Section 2.12(a) in the case of overdue principal of any Loanor Section 2.12(b), two percent (2.0%) as applicable, plus the incremental rate otherwise applicable to such Loan as provided in the preceding paragraphs of this Section 2.12 2.00% per annum, and (ii) the other outstanding Obligations, if any, shall bear interest at a rate equal to the interest rate specified in the case of any other amounts, two percent (2.0%Section 2.12(a) plus the incremental rate applicable of 2.00% per annum. Upon the occurrence and during the continuance of an Event of Default, no new LIBO Rate Loans may be requested pursuant to ABR Loans as provided in paragraph (a) of this Section 2.122.3. (d) Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date for such Loan and upon termination of the Commitments; provided that (i) interest accrued pursuant to paragraph (cSection 2.12(c) of this Section 2.12 shall be payable on demand, (ii) in the event of any repayment or prepayment of any Loan of any Lender (other than a prepayment of an ABR a Base Rate Loan prior to the end of the Revolving Availability Period with respect to such LenderPeriod), 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 LIBOR LIBO Rate Loan prior to the end of the current Interest Period therefor, 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 with reference to the Base Rate and interest computed with reference to any LIBO Rate Loan denominated in Sterling shall be computed on the basis of a year of 365 days (or 365/366 366 days in the case of ABR Loansa 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 LIBO Rate or Adjusted LIBO Rate shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error.

Interest. (a) The Loans comprising each ABR Borrowing shall bear interest on the outstanding principal amount thereof at a rate of ten percent (10%) per annum from the Closing Date. All accrued interest on the Loans shall be, at the Alternate Base Rate plus option of the Applicable Margin. Borrower (bunless required to be paid earlier by the terms hereof or any Note): (i) The Loans comprising upon not less than five (5) Business Days’ prior written notice to the Lender, paid by the Borrower to the Lender in arrears on the last day of each LIBOR Borrowing calendar quarter, or (ii) if not paid pursuant to clause (i) above, capitalized with, and added to, the principal amount of such Loan on the last day of each calendar quarter, and shall bear thereafter be deemed for all purposes to be a part of the principal amount thereof (and the principal amount shall be increased by the amount of such capitalized interest at the Adjusted LIBO Rate for the Interest Period in effect for end of such Borrowing plus the Applicable Margin. (c) Notwithstanding the foregoing, upon the occurrence and during the continuance of a Specified Default upon delivery of notice thereof by the Administrative Agent, principal or interest on any Loan 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, two percent (2.0%) plus the rate otherwise applicable to such Loan as provided in the preceding paragraphs of this Section 2.12 and (ii) in the case of any other amounts, two percent (2.0%) plus the rate applicable to ABR Loans as provided in paragraph (a) of this Section 2.12. (d) Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date for such Loan and upon termination of the Commitmentscalendar quarter); provided that (i1) interest accrued pursuant to paragraph (cSection 2.3(b) of this Section 2.12 shall be payable on demand, and (ii2) in the event of any repayment or prepayment of any Loan of any Lender (other than a prepayment of an ABR Loan prior to the end of the Revolving Availability Period with respect to such Lender)Loans, accrued interest on the principal amount repaid or prepaid (not previously capitalized and added to the principal amount of the Loans) shall be payable on the date of such repayment or prepayment and (iii) in the event prepayment. All computations of any conversion of any LIBOR Loan prior to the end of the current Interest Period therefor, accrued interest on such Loan shall be payable on the effective date of such conversion. (e) All interest hereunder shall be computed made on the basis of a year of 360 days, and actual days elapsed. (or 365/366 days in b) Notwithstanding the case rate of ABR Loansinterest specified above, after an Event of Default and during the continuance thereof (regardless of whether the Loans have been accelerated), the Borrower agrees to pay interest (after as well as before judgment to the extent permitted by applicable law) on all unpaid principal, interest or other amounts owing under the Transaction Documents, at a rate of thirteen percent (13%) per annum. Unpaid interest on such amounts will continue to accrue and in each case shall will (to the extent permitted by applicable law) be payable for the actual number of days elapsed (including the first day but excluding the last day). The applicable Alternate Base Rate or Adjusted LIBO Rate shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest errorcompounded daily.

Interest. (a) The Loans comprising each ABR Borrowing shall bear interest at the Alternate Base Rate plus the Applicable Margin4.00%. (b) The Loans comprising each LIBOR Eurodollar Borrowing shall bear interest at the Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus the Applicable Margin5.00%. (c) Notwithstanding the foregoing, upon the occurrence and during the continuance if any principal of a Specified Default upon delivery of notice thereof by the Administrative Agent, principal 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, two percent (2.0%) 2% plus the rate otherwise applicable to such Loan as provided in the preceding paragraphs of this Section 2.12 and or (ii) in the case of any other amountsamount, two percent (2.0%) 2% plus the rate applicable to ABR Loans as provided in paragraph (a) of this Section 2.12Section. (d) Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date for such Loan and and, in the case of Revolving Loans, upon termination of the CommitmentsCommitments therefor; provided that (i) interest accrued pursuant to paragraph (c) of this Section 2.12 shall be payable on demand, (ii) in the event of any repayment or prepayment of any Loan of any Lender (other than a prepayment of an ABR Revolving Loan prior to the end of the Revolving Availability Period with respect to such LenderPeriod), 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 LIBOR Eurodollar Loan prior to the end of the current Interest Period therefor, 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 365/366 366 days in the case of ABR Loansa 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 LIBO Rate or Adjusted LIBO Rate shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error.

Interest. (a) The Loans comprising each ABR Borrowing Each Base Rate Loan shall bear interest at the Alternate Base Rate plus the Applicable MarginBasis. (b) The Loans comprising each Each LIBOR Borrowing Loan shall bear interest at the Adjusted LIBO Rate LIBOR Basis for the Interest Period in effect for such Borrowing plus the Applicable MarginLoan. (c) Notwithstanding the foregoing, upon during the occurrence and during the continuance of a Specified Default upon delivery an Event of notice thereof by Default, the Administrative Agent, principal or interest on any Loan shall bear interest, after as well as before judgmentAgent may, at a rate per annum equal its option, or shall, at the request of the Required Lenders, by notice to the Borrower Representative, declare that: (i) in the case of overdue principal of any Loan, two percent (2.0%) plus all Acquisition Loans and Revolving Loans shall bear interest at 2% above the rate otherwise applicable to such Loan as provided in the preceding paragraphs of this Section 2.12 Acquisition Loans; and (ii) in the case of any other amounts, two percent (2.0%) plus Term Loan and the Real Estate Loan shall bear interest at 5% above the rate otherwise applicable to ABR Loans as provided in paragraph (a) of this Section 2.12such Loan. (d) Accrued Borrowers shall pay accrued interest on each Loan shall be payable in arrears on each Interest Payment Date for such Loan and upon termination of the Commitmentsapplicable maturity date of such Loan; provided that (i) interest accrued pursuant to paragraph (c) of this Section 2.12 shall be payable on demand, (ii) in the event of any repayment or prepayment of any Loan of any Lender (other than a prepayment of an ABR Loan prior to the end of the Revolving Availability Period with respect to such Lender)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 LIBOR Loan prior to the end of the current Interest Period therefor, 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 consisting of 360 days (or 365/366 days i) in the case of ABR Base Rate Loans), 365 or 366 days, as the case may be, or (ii) in the case of LIBOR Loans, 360 days; and in each case instance under (i) and (ii) above, shall be payable for the actual number of days elapsed (including the first day but excluding the last day)elapsed. The applicable Alternate Base Rate or Adjusted LIBO Rate LIBOR Basis shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error. (f) If, for any fiscal quarter, the Consolidated Leverage Ratio set forth in the Compliance Certificate with respect to the applicable Test Period shall be determined to have been incorrectly reported, then at the Required Lender’s election, the Applicable Margins may be retroactively adjusted to reflect any higher rate that would have been applicable had the Consolidated Leverage Ratio been correctly reported on such Compliance Certificate. The Borrowers shall pay on demand the unpaid interest that should have been paid had the correct Applicable Margins been in effect for the interest periods affected thereby.

Interest. (a) The Loans comprising each ABR Borrowing (including each Swingline Loan) shall bear interest at the Alternate Base Rate plus the Applicable MarginRate. (b) The Loans comprising each LIBOR Eurodollar Borrowing shall bear interest at the Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus the Applicable MarginRate. (c) Notwithstanding the foregoing, upon the occurrence and during the continuance if any principal of a Specified Default upon delivery of notice thereof by the Administrative Agent, principal 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, two percent (2.0%) 2% plus the rate otherwise applicable to such Loan as provided in the preceding paragraphs of this Section 2.12 and or (ii) in the case of any other amountsamount, two percent (2.0%) 2% plus the rate applicable to ABR Loans as provided in paragraph (a) of this Section 2.12Section. (d) Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date for such Loan and upon termination of the Commitments; provided that (i) interest accrued pursuant to paragraph (c) of this Section 2.12 shall be payable on demand, (ii) in the event of any repayment or prepayment of any Loan of any Lender (other than a prepayment of an ABR Revolving Loan prior to the end of the Revolving Availability Period with respect to such LenderPeriod), 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 LIBOR Eurodollar Loan prior to the end of the current Interest Period therefor, 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 365/366 366 days in the case of ABR Loansa 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 LIBO Rate or Adjusted LIBO Rate shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error.

Interest. (a) The Loans comprising each ABR Borrowing shall bear interest at the Alternate Base Rate plus the Applicable Margin[Intentionally omitted]. (b) The Loans comprising each LIBOR Borrowing shall bear interest on the daily amount outstanding at the Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus the Applicable Eurodollar Margin. (c) Notwithstanding the foregoing, upon the occurrence and during the continuance if any principal of a Specified Default upon delivery of notice thereof by the Administrative Agent, principal or interest on any Loan or any fee or other amount payable by 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, two percent (2.0%) 2% plus the rate otherwise applicable to such Loan as provided in the preceding paragraphs paragraph of this Section 2.12 and or (ii) in the case of any other amountsamount, two percent (2.0%) 2% plus the rate applicable to ABR Loans Borrowings with an Interest Period equal to one month as provided in paragraph (a) of this Section 2.12the date of determination. (d) Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date for such Loan and upon termination of on the CommitmentsMaturity Date; provided that (i) interest accrued pursuant to paragraph (c) of this Section 2.12 shall be payable on demand, (ii) in the event of any repayment or prepayment of any Loan of any Lender (other than a prepayment of an ABR Loan prior to the end of the Revolving Availability Period with respect to such Lender)Loan, accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment and prepayment, (iii) in the event of any conversion of any LIBOR Loan prior to the end of the current Interest Period therefor, accrued interest on such Loan shall be payable on the effective date of such conversion, and (iv) with respect to any Declining Lender, accrued interest shall be paid upon the termination of the Commitment of such Lender. (e) All Subject to Section 10.12, all interest hereunder shall be computed on the basis of a year of 360 days (or 365/366 days in the case of ABR Loans)days, 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 or Adjusted LIBO Rate shall be determined by the Australian Administrative Agent, and such determination shall be conclusive absent manifest error.

Interest. (a) The Loans comprising each ABR Borrowing shall bear interest at the Alternate Base Rate plus the Applicable Margin. (b) The Loans comprising each LIBOR Eurodollar Borrowing shall bear interest at the Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus the Applicable Margin. (c) Notwithstanding the foregoing, upon the occurrence and during the continuance if any principal of a Specified Default upon delivery of notice thereof by the Administrative Agent, principal 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, two percent (2.0%) 2% plus the rate otherwise applicable to such Loan as provided in the preceding paragraphs of this Section 2.12 and or (ii) in the case of any other amountsamount, two percent (2.0%) including interest and fees, 2% plus the rate applicable to ABR Loans as provided in paragraph (a) of this Section 2.12Section. (d) Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date for such Loan and upon termination of the Commitments; provided that (i) interest accrued pursuant to paragraph (c) of this Section 2.12 shall be payable on demand, (ii) in the event of any repayment or prepayment of any Loan of any Lender (other than a prepayment of an ABR Loan prior to the end of the Revolving Availability Period with respect to such LenderPeriod), 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 LIBOR Eurodollar Loan prior to the end of the current Interest Period therefor, 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 365/366 366 days in the case of ABR Loansa 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 LIBO Rate or Adjusted LIBO Rate shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error.

Interest. (a) The Loans comprising each ABR Borrowing shall bear interest at the Alternate Base Rate plus the Applicable MarginRate. (b) The Loans comprising each LIBOR Eurodollar Borrowing shall bear interest at the Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus the Applicable MarginRate. (c) Notwithstanding Upon the foregoingoccurrence of an Event of Default under clauses (a), (b), (h) or (i) of Section 7.01, or at the election of Required Lenders (or the Administrative Agent at the direction of the Required Lenders), upon the occurrence of any other Event of Default, and during the continuance of a Specified continuation thereof, the Obligations shall bear interest at the Applicable Rate plus two (2%) percent per annum (the “Default upon delivery of notice thereof Rate”); provided that any such election by the Administrative Agent, principal or interest on Required Lenders may be revoked at the option of the Required Lenders notwithstanding any Loan shall bear interest, after as well as before judgment, at a rate per annum equal provision of Section 9.02 to (i) in the case of overdue principal of any Loan, two percent (2.0%) plus the rate otherwise applicable to such Loan as provided in the preceding paragraphs of this Section 2.12 and (ii) in the case of any other amounts, two percent (2.0%) plus the rate applicable to ABR Loans as provided in paragraph (a) of this Section 2.12contrary. (d) Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date for such Loan and upon termination of the Commitments; provided that (i) interest accrued pursuant to paragraph (c) of this Section 2.12 shall be payable on demand, (ii) in the event of any repayment or prepayment of any Loan of any Lender (other than a prepayment of an ABR Revolving Loan prior to the end of the Revolving Availability Period with respect to such LenderPeriod), 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 LIBOR Eurodollar Revolving Loan prior to the end of the current Interest Period therefor, 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 365/366 366 days in the case of ABR Loansa 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 LIBO Rate or Adjusted LIBO Rate shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error. (f) The Loans comprising Swingline Loans shall bear interest at the LIBO Rate plus the LIBOR Margin.

Interest. (a) The Loans comprising each ABR Borrowing (including each Swing Line Loan) shall bear interest at the Alternate Base Rate plus the Applicable MarginRate. (b) The Loans comprising each LIBOR Eurodollar Borrowing shall bear interest at the Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus the Applicable MarginRate. (c) Notwithstanding the foregoing, upon the occurrence at all times when an Event of Default listed in paragraph (a), (b), (h) or (i) of Article VIII has occurred hereunder and during the continuance of a Specified Default upon delivery of notice thereof by the Administrative Agentis continuing, principal or interest on any Loan all overdue amounts outstanding hereunder 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, two percent (2.0%) 2% plus the rate otherwise applicable to such Loan as provided in the preceding paragraphs of this Section 2.12 and or (ii) in the case of any other amountsoverdue amount, two percent (2.0%) 2% plus the rate applicable to ABR Loans as provided in paragraph (a) of this Section 2.12Section. (d) Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date for such Loan and upon termination of the Commitments; provided that (i) interest accrued pursuant to paragraph (c) of this Section 2.12 shall be payable on demand, (ii) in the event of any repayment or prepayment of any Loan of any Lender (other than a prepayment of an ABR Loan prior to the end of the Revolving Availability Period with respect to such LenderPeriod), 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 LIBOR Eurodollar Loan prior to the end of the current Interest Period therefor, 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 365/366 366 days in the case of ABR Loansa 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 LIBO Rate or Adjusted LIBO Rate shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error. (f) The Borrower agrees to pay to each Issuing Bank, with respect to drawings honored under any Letter of Credit issued by such Issuing Bank, interest on the Dollar Equivalent paid by such Issuing Bank in respect of each such honored drawing from the date such drawing is honored to but excluding the date such amount is reimbursed by or on behalf of the Borrower at a rate equal to (i) for the period from the applicable Disbursement Date to but excluding the applicable Reimbursement Date, the rate of interest otherwise payable hereunder with respect to Revolving Loans that are ABR Loans, and (ii) thereafter, a rate which is 2% per annum in excess of the rate of interest otherwise payable hereunder with respect to Revolving Loans that are ABR Loans. (g) Interest payable pursuant to Section 2.12(f) shall be computed on the basis of a 365/366 day year for the actual number of days elapsed in the period during which it accrues, and shall be payable on demand or, if no demand is made, on the date on which the related drawing under a Letter of Credit is reimbursed in full. In the event any Issuing Bank shall have been reimbursed by Lenders for all or any portion of any honored drawing, such Issuing Bank shall distribute to the Administrative Agent, for the account of each Lender which has paid all amounts payable by it under Section 2.4(d) with respect to such honored drawing, such Lender’s Applicable Percentage of any interest received by such Issuing Bank in respect of that portion of such honored drawing so reimbursed by such Lender for the period from the date on which such Issuing Bank was so reimbursed by such Lender to but excluding the date on which such portion of such honored drawing is reimbursed by the Borrower.

Interest. (a) The Loans comprising each ABR Borrowing (including each Swingline Loan) shall bear interest at the Alternate Base Rate plus the Applicable MarginRate. (b) The Loans comprising each LIBOR Eurocurrency Borrowing shall bear interest at the Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus the Applicable MarginRate. (c) Notwithstanding the foregoing, upon the occurrence and during the continuance if any principal of a Specified Default upon delivery of notice thereof by the Administrative Agent, principal 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, two percent (2.0%) 2% plus the rate otherwise applicable to such Loan as provided in the preceding paragraphs of this Section 2.12 and or (ii) in the case of any other amountsamount, two percent (2.0%) 2% plus the rate applicable to ABR Loans as provided in paragraph (a) of this Section 2.12Section. (d) Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date for such Loan and upon termination of the Commitments; provided that (i) interest accrued pursuant to paragraph (c) of this Section 2.12 shall be payable on demand, (ii) in the event of any repayment or prepayment of any Loan of any Lender (other than a prepayment of an ABR Loan prior to the end of the Revolving Availability Period with respect to such LenderPeriod), 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 LIBOR Eurocurrency Loan prior to the end of the current Interest Period therefor, 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 365/366 366 days in the case of ABR Loansa 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 LIBO Rate or Adjusted LIBO Rate shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error.

Interest. (a) The Loans comprising each ABR Borrowing (including each Swingline Loan) shall bear interest at the Alternate Base Rate plus the Applicable MarginRate. (b) The Loans comprising each LIBOR Eurodollar Borrowing shall bear interest at the Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus the Applicable MarginRate. (c) Notwithstanding the foregoing, upon the occurrence if at any time an Event of Default has occurred and during the continuance of a Specified Default upon delivery of notice thereof by the Administrative Agentis continuing, principal or interest on any Loan all outstanding Loans and other Obligations 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, two percent (2.0%) 2% plus the rate otherwise applicable to such Loan as provided in the preceding paragraphs of this Section 2.12 and or (ii) in the case of any other amountsamount, two percent (2.0%) 2% plus the rate applicable to ABR Revolving Loans as provided in paragraph (a) of this Section 2.12Section. (d) Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date for such Loan and on the Maturity Date, and, in the case of Revolving Loans, upon termination of the Revolving Commitments; provided that (i) interest accrued pursuant to paragraph (c) of this Section 2.12 shall be payable on demand, (ii) in the event of any repayment or prepayment of any Loan of any Lender (other than a prepayment of an ABR Revolving Loan prior to the end of the Revolving Availability Period with respect to such LenderPeriod), 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 LIBOR Eurodollar Revolving Loan prior to the end of the current Interest Period therefor, 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 365/366 366 days in the case of ABR Loansa 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 LIBO Rate or Adjusted LIBO Rate shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error.

Interest. (a) The Revolving Loans comprising each ABR Revolving Borrowing shall bear interest at the Alternate Base applicable Adjusted Eurocurrency Rate plus 2.00% per annum. Swingline Loans shall bear interest at the Applicable MarginSwingline Rate plus 2.00% per annum. (b) The Loans comprising each LIBOR Borrowing shall bear interest at the Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus the Applicable Margin. (c) Notwithstanding the foregoing, upon the occurrence and during the continuance if any principal of a Specified Default upon delivery of notice thereof by the Administrative Agent, principal or interest on any Loan or any fee or other amount payable by 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, two percent (2.0%) 2.00% plus the rate otherwise applicable to such Loan as provided in the preceding paragraphs of this Section 2.12 and or (ii) in the case of any other amountsamount, two percent (2.0%) 2.00% plus the interest rate applicable to ABR Loans as provided that would have applied had such amount, during the period of non-payment, constituted a Loan in paragraph (a) the currency of this Section 2.12the overdue amount for successive Interest Periods of one month's duration. (dc) Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date for such Loan and and, in the case of Revolving Loans, upon termination of the CommitmentsRevolving Commitments of the applicable Tranche; provided that (i) interest accrued pursuant to paragraph (cb) of this Section 2.12 shall be payable on demand, and (ii) in the event of any repayment or prepayment of any Loan of any Lender (other than a prepayment of an ABR Loan prior to the end of the Revolving Availability Period with respect to such Lender)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 LIBOR Loan prior to the end of the current Interest Period therefor, accrued interest on such Loan shall be payable on the effective date of such conversionprepayment. (ed) All interest hereunder shall be computed on the basis of a year of 360 days (or 365/366 days days, except that interest on Loans denominated in Pounds Sterling shall be computed on the case basis of ABR Loans)a year of 365 days, 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 or Adjusted LIBO Eurocurrency Rate shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error.

Interest. (a) The Loans comprising each ABR Borrowing shall bear interest at the Alternate Base Rate plus the Applicable MarginRate. (b) The Loans comprising each LIBOR Eurodollar Borrowing shall bear interest at the Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus the Applicable MarginRate. (c) Notwithstanding the foregoing, upon the occurrence and during the continuance if any principal of a Specified Default upon delivery of notice thereof by the Administrative Agent, principal or interest on any Loan shall or any fee or other amount payable by either Borrower hereunder is not paid when due, whether at stated maturity, upon acceleration or otherwise, such overdue amount shall, on and after the date the Required Lenders so request, 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, two percent (2.0%) 2% plus the rate otherwise applicable to such Loan as provided in the preceding paragraphs of this Section 2.12 and or (ii) in the case of any other amountsamount, two percent (2.0%) 2% plus the rate applicable to ABR Loans as provided in paragraph (a) of this Section 2.12Section. (d) Accrued interest on each Loan shall be payable by the Borrowers in arrears on each Interest Payment Date for each such Loan and upon termination of the CommitmentsLoan; provided that (i) interest accrued pursuant to paragraph (c) of this Section 2.12 shall be payable on demand, (ii) in the event of any repayment or prepayment of any Loan of any Lender (other than a prepayment of an ABR Loan prior to the end of the Revolving Availability Period with respect to such LenderMaturity Date), 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 LIBOR Eurodollar Loan prior to the end of the current Interest Period therefor, 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 365/366 366 days in the case of ABR Loansa 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 or Adjusted LIBO Rate shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error.

Interest. (a) The Loans comprising each ABR Borrowing shall bear interest at the Alternate Base Rate plus the Applicable Margin. (b) The Loans comprising each LIBOR Borrowing shall bear interest at the Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus the Applicable Margin. (c) Notwithstanding the foregoing, upon the occurrence and during the continuance of a Specified Default upon delivery Default, at the written election of notice thereof by the Administrative AgentRequired Lenders, principal or interest on any Loan 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, two percent (2.0%) plus the rate otherwise applicable to such Loan as provided in the preceding paragraphs of this Section 2.12 2.13 and (ii) in the case of any other amounts, two percent (2.0%) plus the rate applicable to ABR Loans as provided in paragraph (a) of this Section 2.122.13. (d) Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date for such Loan and upon termination of the Commitments; provided that (i) interest accrued pursuant to paragraph (c) of this Section 2.12 2.13 shall be payable on demand, (ii) in the event of any repayment or prepayment of any Loan of any Lender (other than a prepayment of an ABR Loan prior to the end of the Revolving Availability Period with respect to such Lender), 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 LIBOR Loan prior to the end of the current Interest Period therefor, 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 (or 365/366 days in the case of ABR Loans), 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 or Adjusted LIBO Rate shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error.

Interest. (a) The Loans comprising each ABR Borrowing shall bear interest at the Alternate Base Rate plus the Applicable Margin. (b) The Loans comprising each LIBOR Borrowing shall bear interest at the Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus the Applicable Margin. (c) Notwithstanding the foregoing, upon the occurrence and during the continuance of a Specified Default upon delivery of notice thereof by the Administrative Agent, principal or interest on any Loan shall bear interest, after as well as before judgment, at a rate per annum equal to (i) in Subject to Section 3.1(d) below, interest on the case of overdue principal of any Loan, two percent (2.0%) plus Notes shall accrue quarterly at the rate otherwise applicable of 14% per annum. The Company shall pay accrued interest quarterly on the last day of March, June, September and December of each year or, if any such date shall not be a Business Day, on the next succeeding Business Day to occur after such Loan as provided in the preceding paragraphs of this Section 2.12 and date (ii) in the case of any other amounts, two percent (2.0%) plus the rate applicable to ABR Loans as provided in paragraph (a) of this Section 2.12. (d) Accrued each date upon which interest on each Loan shall be payable in arrears so payable, an "Interest Payment Date"), beginning on September 30, 2001. Interest on the Notes shall be paid as follows: with respect to each Interest Payment Date for such Loan and upon termination Date, (I) not less than the Applicable Cash Percentage (as defined below) of the Commitments; provided that (i) interest accrued pursuant to paragraph (c) of this Section 2.12 payment due and payable on such Interest Payment Date shall be payable on demandpaid by wire transfer of immediately available funds to an account designated by each holder of Notes, and (iiII) in the event outstanding principal amount of any repayment or prepayment of any Loan of any Lender (other than a prepayment of an ABR Loan prior to the end of the Revolving Availability Period with respect to such Lender), accrued interest each Note shall be increased pro rata based on the principal amount repaid or prepaid of each outstanding Note on such Interest Payment Date by an amount (the "Principal Increase") equal to the remaining balance of such interest payment due on such Interest Payment Date. Interest on the Notes shall be payable on accrue quarterly from the date of such issuance until repayment or prepayment and (iii) in the event of any conversion of any LIBOR Loan prior to the end of the current Interest Period therefor, principal and payment of all accrued interest on such Loan shall be payable on the effective date of such conversion. (e) All interest hereunder in full. Interest shall be computed on the basis of a 360-day year of 360 days twelve 30-day months. (or 365/366 days ii) The "Applicable Cash Percentage" shall be equal to 89.2857%. (iii) On any Interest Payment Date the Company may, at its option, pay in cash more than the case Applicable Cash Percentage of ABR Loansthe interest payment due and payable on such Interest Payment Date. (iv) Notwithstanding anything to the contrary contained in subparagraph (i) above, if the Notes shall remain outstanding after June 30, 2006 and the aggregate amount of accrued and unpaid interest on the Notes on any Interest Payment Date occurring after the fifth anniversary of the date of issuance thereof shall exceed an amount equal to the first twelve months' yield accrued after issuance thereof (where the "first twelve months' yield" on Notes equals the product of such Notes' issue price (as defined in Code Sections 1273(b) and 1274(a)) and their yield to maturity) (the "Maximum Accrual"), all accrued and unpaid interest on Notes in each case excess of an amount equal to the Maximum Accrual shall be payable paid by the Company to the holders of Notes on each such Interest Payment Date occurring after the fifth anniversary of the date of issuance thereof. Any accrued interest which for the actual number of days elapsed (including the first day but excluding the last day). The applicable Alternate Base Rate or Adjusted LIBO Rate any reason has not theretofore been paid shall be determined by paid in full on the Administrative Agent, and such determination shall be conclusive absent manifest errordate on which the final principal payment on a Note is made.

Interest. (a) The Term Loans comprising each ABR Borrowing shall bear interest at the Alternate Base Rate plus the Applicable MarginRate. (b) The Term Loans comprising each LIBOR Eurodollar Borrowing shall bear interest at the Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus the Applicable MarginRate. (c) Notwithstanding the foregoing, upon the occurrence and during the continuance if any principal of a Specified Default upon delivery of notice thereof by the Administrative Agent, principal or interest on any Term 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 Term Loan, two percent (2.0%) 2% plus the rate otherwise applicable to such Term Loan as provided in the preceding paragraphs clauses of this Section 2.12 and or (ii) in the case of any other amountsamount, two percent (2.0%) 2% plus the rate applicable to ABR Term Loans as provided in paragraph (a) of this Section 2.122.12(a). (d) Accrued interest on each Term Loan shall be payable in arrears on each Interest Payment Date for such Loan and upon termination of the CommitmentsTerm Loan; provided that (i) interest accrued pursuant to paragraph (cSection 2.12(c) of this Section 2.12 shall be payable on demand, (ii) in the event of any repayment or prepayment of any Term Loan of any Lender (other than a prepayment of an ABR Term Loan prior to the end of the Revolving Availability Period with respect to such Lender)Maturity Date) , 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 LIBOR Eurodollar Term Loan prior to the end of the current Interest Period therefor, accrued interest on such Term 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 365/366 366 days in the case of ABR Loansa 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 LIBO Rate or Adjusted LIBO Rate shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error.

Interest. (a) The Loans comprising each ABR Borrowing (including each Swingline Loan) shall bear interest at the Alternate Base Rate plus the Applicable MarginRate. (b) The Loans comprising each LIBOR Eurodollar Borrowing shall bear interest at the Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus the Applicable MarginRate. (c) Notwithstanding the foregoing, upon the occurrence and during the continuance if any principal of a Specified Default upon delivery of notice thereof by the Administrative Agent, principal 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, two percent (2.0%) 2% plus the rate otherwise applicable to such Loan as provided in the preceding paragraphs of this Section 2.12 and or (ii) in the case of any other amountsamount, two percent (2.0%) 2% plus the rate applicable to ABR Loans as provided in paragraph (a) of this Section 2.12Section. (d) Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date for such Loan and upon termination of the applicable Commitments; provided that (i) interest accrued pursuant to paragraph (c) of this Section 2.12 shall be payable on demand, (ii) in the event of any repayment or prepayment of any Loan of any Lender (other than a prepayment of an ABR Revolving Loan prior to the end of the Revolving Availability Period with respect to such LenderPeriod), 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 LIBOR Eurodollar Revolving Loan prior to the end of the current Interest Period therefor, 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 365/366 366 days in the case of ABR Loansa 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 LIBO Rate or Adjusted LIBO Rate shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error.

Interest. (a) The Loans comprising each ABR Borrowing (including each Swingline Loan) shall bear interest at the Alternate Base Rate plus the Applicable MarginRate. (b) The Loans comprising each LIBOR Eurodollar Borrowing shall bear interest at the Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus the Applicable MarginRate. (c) Notwithstanding the foregoing, upon the occurrence if at any time an Event of Default has occurred and during the continuance of a Specified Default upon delivery of notice thereof by the Administrative Agentis continuing, principal or interest on any Loan all outstanding Loans and other Obligations 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, two percent (2.0%) 2% plus the rate otherwise applicable to such Loan as provided in the preceding paragraphs of this Section 2.12 and or (ii) in the case of any other amountsamount, two percent (2.0%) 2% plus the rate applicable to ABR Loans as provided in paragraph (a) of this Section 2.12Section. (d) Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date for such Loan and and, in the case of Revolving Loans, upon termination of the Commitments; provided that (i) interest accrued pursuant to paragraph (c) of this Section 2.12 shall be payable on demand, (ii) in the event of any repayment or prepayment of any Loan of any Lender (other than a prepayment of an ABR Revolving Loan prior to the end of the Revolving Availability Period with respect to such LenderPeriod), 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 LIBOR Eurodollar Revolving Loan prior to the end of the current Interest Period therefor, 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 365/366 366 days in the case of ABR Loansa 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 LIBO Rate or Adjusted LIBO Rate shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error.

Interest. (a) The Loans comprising each ABR Borrowing shall bear interest at the Alternate Base Rate plus the Applicable MarginRate. (b) The Loans comprising each LIBOR Eurodollar Borrowing shall bear interest in the case of a Eurodollar Loan, at the Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus the Applicable MarginRate. (c) Notwithstanding the foregoing, upon the occurrence and during the continuance if any principal of a Specified Default upon delivery of notice thereof by the Administrative Agent, principal 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, two percent (2.0%) 2% plus the rate otherwise applicable to such Loan as provided in the preceding paragraphs of this Section 2.12 and or (ii) in the case of any other amountsamount, two percent (2.0%) 2% plus the rate applicable to ABR Loans as provided in paragraph (a) of this Section 2.12Section. (d) Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date for such Loan and upon termination of the Commitments; provided that (i) interest accrued pursuant to paragraph (c) of this Section 2.12 shall be payable on demand, (ii) in the event of any repayment or prepayment of any Loan of any Lender (other than a prepayment of an ABR Loan prior to the end of the Revolving Availability Period with respect to such LenderPeriod), 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 LIBOR Eurodollar Loan prior to the end of the current Interest Period therefor, 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 365/366 366 days in the case of ABR Loansa 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 or Adjusted LIBO Rate shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error.

Interest. (a) The Loans comprising each ABR CBFR Borrowing shall bear interest at the Alternate Base Rate CBFR plus the Applicable Margin. (b) The Loans comprising each LIBOR Eurodollar Borrowing shall bear interest at the Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus the Applicable Margin. (c) Notwithstanding the foregoing, upon the occurrence and during the continuance if any principal of a Specified Default upon delivery of notice thereof by the Administrative Agent, principal or interest on any Loan or any Fees or other amount payable by the Borrower hereunder is not paid when due, whether at stated maturity, upon acceleration or otherwise or if any Event of Default has occurred and is continuing, all overdue amounts shall automatically 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 Loan, two percent (2.0%) 2.00% plus the rate otherwise applicable to such Loan as provided in the preceding paragraphs of this Section 2.12 and or (ii) in the case of any other amountsamount, two percent (2.0%) 2.00% plus the rate applicable to ABR CBFR Loans as provided in paragraph (a) of this Section 2.12(in each case, the “Default Rate”). (d) Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date for such Loan and upon termination of on the CommitmentsRevolver Termination Date; provided that (i) interest accrued pursuant to paragraph (c) of this Section 2.12 shall be payable on demand, and (ii) in the event of any repayment or prepayment of any Loan of any Lender (other than a prepayment of an ABR Loan prior to the end of the Revolving Availability Period with respect to such Lender), 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 LIBOR Eurodollar Loan prior to the end of the current Interest Period therefor, accrued interest on such Eurodollar 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 three hundred sixty (360) days, except that interest computed by reference to the CBFR at times when the CBFR is based on the Prime Rate shall be computed on the basis of a year of three hundred sixty-five (365) days (or 365/366 three hundred sixty-six (366) days in the case of ABR Loansa 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 CBFR, Adjusted LIBO Rate or Adjusted LIBO Rate shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error.

Interest. (a) The Loans comprising each ABR Borrowing shall bear interest at the Alternate Base Rate plus the Applicable Margin. (b) The Loans comprising each LIBOR Borrowing shall bear interest at the Adjusted LIBO Rate for the Interest Period in effect for such Borrowing Loan plus the Applicable MarginRate. (cb) Notwithstanding the foregoing, upon the occurrence and during the continuance if any principal of a Specified Default upon delivery of notice thereof by the Administrative Agent, principal 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, two percent (2.0%) 2.00% plus the rate otherwise applicable to such Loan as provided in the preceding paragraphs of this Section 2.12 and (ii) in the case of any other amounts, two percent (2.0%) plus the rate applicable to ABR Loans as provided in paragraph (a) of this Section 2.12Section. (dc) Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date for such Loan and upon termination of the CommitmentsLoan; provided that (i) interest accrued pursuant to paragraph (cb) of this Section 2.12 shall be payable on demand, (ii) in the event of any repayment or prepayment of any Loan of any Lender (other than a prepayment of an ABR Loan prior to the end of the Revolving Availability Period with respect to such Lender)Loan, accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment and (iii) the Borrower may request, in accordance with the procedures set forth below in this Section 2.07(c)(iii), that a portion of interest not be paid in Cash but be paid-in-kind and added to the principal amount of such Loan as set forth below by delivering written notice to the Administrative Agent accompanied by a certified copy of a resolution of the Borrower’s board of directors not less than five (5) Business Days prior to an Interest Payment Date, and upon receipt by the Administrative Agent of such complete and timely request, a portion of accrued interest (A) from July 1, 2010 to and including December 31, 2010, in the event amount of any conversion of any LIBOR Loan 300 basis points or (B) from January 1, 2011 to and including 4 Intention is to replace Administrative Agent and negotiate Fee Letter prior to Effective Date. December 31, 2011, in the end amount of 150 basis points, shall not be paid in Cash but shall be paid-in-kind and added to the current Interest Period therefor, accrued interest on principal amount of such Loan on each Interest Payment Date and shall be payable on deemed to increase the effective date outstanding principal amount of such conversionLoan for all purposes of this Agreement and the other Loan Documents. (ed) All interest hereunder shall be computed on the basis of a year of 360 days (or 365/366 days in the case of ABR Loans), and in each case shall be payable for the actual number of days elapsed (including the first day but excluding the last day)days. The applicable Alternate Base Rate or Adjusted LIBO Rate shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error.

Interest. (a) The Loans comprising Borrowers will pay interest in respect of the unpaid principal amount of each ABR Loan, from the date of Borrowing thereof until such principal amount shall bear interest be paid in full, (i) at the Alternate Adjusted Base Rate, as in effect from time to time during such periods as such Loan is a Base Rate plus Loan, and (ii) at the Applicable MarginAdjusted LIBOR Rate, as in effect from time to time during such periods as such Loan is a LIBOR Loan. The Company will pay interest in respect of the unpaid principal amount of each Incremental Term Loan, from the date of Borrowing thereof until such principal amount shall be paid in full, at the rate or rates specified in the applicable Incremental Term Loan Amendments. (b) The Loans comprising each LIBOR Borrowing shall bear interest at the Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus the Applicable Margin. (c) Notwithstanding the foregoing, upon Upon the occurrence and during the continuance of a Specified any Event of Default upon delivery involving failure by any Borrower to pay any principal of notice thereof by the Administrative Agent, principal or interest on any Loan or Reimbursement Obligation or any fees under Sections 2.9(b) or 2.9(c) (whether at maturity, pursuant to acceleration or otherwise), such overdue amount 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, two percent (2.0%) plus the interest rate otherwise applicable from time to time thereafter to such Loan as provided in (whether the preceding paragraphs of this Section 2.12 Adjusted Base Rate or the Adjusted LIBOR Rate) plus 2%, and (ii) in the case of any Reimbursement Obligation or any interest or fee referred to above for which no rate is provided hereunder, at the Adjusted Base Rate applicable to Revolving Loans from time to time plus 2%. Additionally, at the election of the Required Lenders, upon the occurrence and during the continuance of any other amountsEvent of Default, two percent all outstanding principal amounts of the Loans and, to the greatest extent permitted by law, all interest accrued on the Loans, together with all other accrued and outstanding fees and other amounts hereunder, shall bear interest at a rate per annum equal to (2.0%i) in the case of principal of any Loan, the interest rate applicable from time to time thereafter to such Loan (whether the Adjusted Base Rate or the Adjusted LIBOR Rate) plus 2%, or (ii) in the case of any Reimbursement Obligation or any interest, fee or other amounts for which no rate is provided hereunder, at the Adjusted Base Rate applicable to ABR Revolving Loans from time to time plus 2%. All such default interest accrued hereunder shall be payable on demand. To the greatest extent permitted by law, interest shall continue to accrue after the filing by or against any Borrower of any petition seeking any relief in bankruptcy or under any law pertaining to insolvency or debtor relief. (c) Accrued (and theretofore unpaid) interest 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 paragraph arrears on the last Business Day of each calendar quarter, beginning with the first such day to occur after the Closing Date; provided, that in the event the Loans are repaid or prepaid in full and the Commitments have been terminated, then accrued interest in respect of all Base Rate Loans shall be payable together with such repayment or prepayment on the date thereof; (aii) in respect of this each LIBOR Loan (including any LIBOR Loan or portion thereof paid or prepaid pursuant to the provisions of Section 2.122.6, except as provided hereinbelow), in arrears (y) on the last Business Day of the Interest Period applicable thereto (subject to the provisions of Section 2.10(iv)) 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 such LIBOR Loans shall be payable together with such repayment or prepayment on the date thereof; and (iii) in respect of any Loan, at maturity (whether pursuant to acceleration or otherwise) and, after maturity, on demand. (d) Accrued interest on each Loan Nothing contained in this Agreement or in any other Credit Document shall be payable deemed to establish or require the payment of interest to any Lender at a rate in arrears on each Interest Payment Date for such Loan and upon termination excess of the Commitments; provided that (i) maximum rate permitted by applicable law. If the amount of interest accrued pursuant payable for the account of any Lender on any interest payment date would exceed the maximum amount permitted by applicable law to paragraph (c) be charged by such Lender, the amount of this Section 2.12 interest payable for its account on such interest payment date shall be payable on demand, (ii) in automatically reduced to such maximum permissible amount. In the event of any repayment or prepayment such reduction affecting any Lender, if from time to time thereafter the amount of interest payable for the account of such Lender on any Loan 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 (other than a prepayment of an ABR Loan prior 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 end of the Revolving Availability Period with respect to such Lender), 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 LIBOR Loan prior to the end of the current Interest Period therefor, accrued interest on such Loan shall be payable on the effective date of such conversionprevious sentence. (e) All The Administrative Agent shall promptly notify the Company and the Lenders upon determining the interest rate for each Borrowing of LIBOR Loans after its receipt of the relevant Notice of 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 Company or the Lenders with any such notice shall neither affect any obligations of any Borrower or the Lenders hereunder shall be computed nor result in any liability on the basis part of a year of 360 days (the Administrative Agent to any Borrower or 365/366 days in the case of ABR Loans), and in each case shall be payable for the actual number of days elapsed any Lender. Each such determination (including each determination of the first day but excluding the last day). The applicable Alternate Base Rate or Adjusted LIBO Rate shall be determined by the Administrative AgentReserve Requirement) shall, and such determination shall be conclusive absent manifest error, be conclusive and binding on all parties hereto.

Interest. (a) The Loans comprising each ABR Borrowing shall bear interest at a per annum rate equal to (x) in respect of each Term Loan, the Alternate Base greater of (i) the Prime Rate plus the Applicable MarginMargin or (ii) four and three-quarters of one percent (4.75%), and (y) in respect of each Revolving Loan, the greater of (i) the Prime Rate plus the Applicable Margin or (ii) three and three-quarters of one percent (3.75%); provided, that the interest rate hereunder shall never be less than zero on any day. (b) The Notwithstanding the foregoing, during the occurrence and continuance of a Default, Lender may, at its option, by notice to Borrower, declare that (i) all Loans comprising each LIBOR Borrowing shall bear interest at the Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus the Applicable Margin. (c) Notwithstanding the foregoing, upon the occurrence and during the continuance of a Specified Default upon delivery of notice thereof by the Administrative Agent, principal or interest on any Loan 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, two percent (2.0%) 5.00% plus the rate otherwise applicable to such Loan Loans as provided in the preceding paragraphs of this Section 2.12 and above, or (ii) in the case of any other amountsamount outstanding hereunder, two percent (2.0%) such amount shall accrue at 5.00% plus the rate applicable to ABR Loans such fee or other obligation as provided in paragraph (a) of this Section 2.12hereunder. (dc) Accrued interest on each Loan (accrued through the last day of the prior calendar month) shall be payable by Borrower in arrears on each Interest Payment Date for such Loan and upon termination of the CommitmentsCommitment; provided that (i) interest accrued on any Loan pursuant to paragraph (cb) of this Section 2.12 above shall be payable on demand, and (ii) in the event of any repayment or prepayment of any Loan of any Lender (other than a prepayment of an ABR Loan prior to the end of the Revolving Availability Period with respect to such Lender)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 LIBOR Loan prior to the end of the current Interest Period therefor, accrued interest on such Loan shall be payable on the effective date of such conversionprepayment. (ed) All interest hereunder shall be computed on the basis of a year of 360 365 days (or 365/366 366 days in the case of ABR Loansa 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 or Adjusted LIBO Prime Rate shall be determined by the Administrative AgentLender, and such determination shall be conclusive absent manifest error.

Interest. (a) The Loans comprising each ABR Borrowing shall bear interest at the Alternate Base Rate plus the Applicable Margin. (b) The Loans comprising each LIBOR Eurodollar Borrowing shall bear interest at the Adjusted LIBO LIBOR Rate for the Interest Period in effect for such Borrowing plus the Applicable Margin. (c) Notwithstanding the foregoing, upon the occurrence and during the continuance if any principal of a Specified Default upon delivery of notice thereof by the Administrative Agent, principal 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, two percent (2.0%) 2% plus the rate otherwise applicable to such Loan as provided in the preceding paragraphs of this Section 2.12 and or (ii) in the case of any other amountsamount, two percent (2.0%) 2% plus the rate applicable to ABR Loans as provided in paragraph (a) of this Section 2.12Section. (d) Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date for such Loan and upon termination of the CommitmentsCommitted Amounts; provided that (i) interest accrued pursuant to paragraph (c) of this Section 2.12 shall be payable on demand, (ii) in the event of any repayment or prepayment of any Loan of any Lender (other than a prepayment of an ABR Loan prior to the end of the Revolving Availability Period with respect to such LenderPeriod), 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 LIBOR Eurodollar Loan prior to the end of the current Interest Period therefor, 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 365/366 366 days in the case of ABR Loansa 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 LIBOR Rate or Adjusted LIBO LIBOR Rate shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error. (f) In the event that any financial statements delivered pursuant to this Agreement, or any certificate delivered pursuant to Section 5.01(d), is shown to be inaccurate (regardless of whether this Agreement or the Committed Amounts are in effect when such inaccuracy is discovered), and such inaccuracy, if corrected, would have led to the application of a higher Applicable Margin and/or a higher Unused Fee on Committed Amount for any period (an “Applicable Period”) than the Applicable Margin or Unused Fee on Committed Amount, as applicable, applied for such Applicable Period, then (i) the Borrower shall immediately deliver to the Administrative Agent a correct certificate in the form of the certificate described in Section 5.01(d), (ii) such higher Applicable Margin and/or higher Unused Fee on Committed Amount shall be applied to such Applicable Period, and (iii) the Borrower shall immediately pay to the Administrative Agent the accrued additional interest and expense owing as a result of such increased Applicable Margin and Unused Fee on Committed Amount for such Applicable Period, which payment shall be promptly applied by the Administrative Agent in accordance with Section 7.02. This Section 2.13(f) shall not limit the rights of the Administrative Agent and the other Secured Parties with respect to Section 2.13(c) or Article VII.

Interest. (a) The Loans comprising Borrower promises to pay interest on the unpaid principal amount of each ABR Borrowing shall bear interest Loan for the period commencing on the date such Loan is made until such Loan is paid in full at a rate per annum equal to the Alternate Base sum of the LIBO Rate for each applicable Interest Period plus the Applicable Margin1.025%. (b) The Loans comprising each LIBOR Borrowing shall bear interest at the Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus the Applicable Margin. (c) Notwithstanding the foregoing, upon the occurrence and during the continuance if any principal of a Specified Default upon delivery of notice thereof by the Administrative Agent, principal or interest on any Loan 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, two percent (2.0%) 2% plus the rate otherwise applicable to such Loan as provided in the preceding paragraphs paragraph of this Section 2.12 and (ii) or, in the case of any other amountsamount, two percent (2.0%) 2% plus the rate applicable Alternate Base Rate from time to ABR Loans as provided time in paragraph (a) of this Section 2.12effect. (dc) Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date for such Loan and upon termination of the Commitments; Date, provided that (i) interest accrued pursuant to paragraph (cb) of this Section 2.12 shall be payable on demand, demand and (ii) in the event of any repayment or prepayment of any Loan of any Lender (other than a prepayment of an ABR Loan prior to the end of the Revolving Availability Period with respect to such Lender)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 LIBOR Loan prior to the end of the current Interest Period therefor, accrued interest on such Loan shall be payable on the effective date of such conversionprepayment. (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 365/366 366 days in the case of ABR Loansa 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 LIBO Rate or Adjusted LIBO Rate shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest clearly demonstrable error. If any amount payable hereunder is bearing interest at the Alternate Base Rate, 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 the Prime Rate or Alternate Base Rate, but any failure to so notify shall not in any manner affect the obligation of the Borrower to pay interest hereunder in the amounts and on the dates required.

Interest. (a) The Loans comprising each ABR Borrowing shall bear interest at a rate per annum equal to the Alternate Base Rate plus the Applicable MarginRate. (b) The Loans comprising each LIBOR Eurodollar Borrowing shall bear interest at a rate per annum equal to the Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus the Applicable MarginRate. (c) Notwithstanding the foregoing, upon the occurrence and during the continuance if any principal of a Specified Default upon delivery of notice thereof by the Administrative Agent, principal or interest on any Loan or any fee or other amount payable by a Borrower hereunder is not paid when due (following the expiration of any grace period specified in Section 7.01), whether at stated maturity, upon acceleration or otherwise, and remains unpaid, 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, two percent (2.0%) 2% plus the rate otherwise applicable to such Loan as provided in the preceding paragraphs of this Section 2.12 and above or (ii) in the case of any other amountsamount, two percent (2.0%) 2% plus the rate applicable to ABR Loans as provided in paragraph (a) of this Section 2.12above. (d) Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date for such Loan and upon termination of the CommitmentsLoan; provided that (i) interest accrued pursuant to paragraph (c) of this Section 2.12 shall be payable on demand, (ii) in the event of any repayment or prepayment of any Loan of any Lender (other than a prepayment of an ABR Loan prior to the end of the Revolving Availability Period with respect to such LenderPeriod), accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment and prepayment, (iii) in the event of any conversion of any LIBOR Eurodollar Loan prior to the end of the current Interest Period therefor, 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. (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 (including ABR Loans determined by reference to the LIBO Rate) shall be computed on the basis of a year of 365 days (or 365/366 366 days in the case of ABR Loansa 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 or Adjusted LIBO Rate shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error. (f) If any Lender shall be required under the regulations of the Board to maintain reserves with respect to liabilities or assets consisting of, or including, Eurocurrency Liabilities (as defined in Regulation D of the Board), each Borrower shall pay to the Administrative Agent for the account of such Lender, additional interest on the unpaid principal amount of each Eurodollar Loan made to such Borrower by such Lender, from the later of the date of such Loan or the date such Lender was required to maintain such reserves until such Loan is paid in full, at an interest rate per annum equal to the remainder obtained by subtracting (i) the LIBO Rate for the Interest Period for such Loan from (ii) the rate obtained by multiplying the LIBO Rate as referred to in clause (i) above by the Statutory Reserve Rate applicable to such Lender for such Interest Period. Such additional interest shall be determined by such Lender and notified to the applicable Borrower (with a copy to the Administrative Agent) not later than five Business Days before the next Interest Payment Date for such Eurodollar Loan, and such additional interest so notified to such Borrower by any Lender shall be payable to the Administrative Agent for the account of such Lender on each Interest Payment Date for such Eurodollar Loan.

Interest. (a) The Loans comprising each ABR Borrowing shall bear interest at the Alternate Base Rate plus the Applicable Margin. (b) The Loans comprising each LIBOR Eurodollar Borrowing shall bear interest at the Adjusted LIBO LIBOR Rate for the Interest Period in effect for such Borrowing plus the Applicable Margin. (c) Notwithstanding the foregoing, upon the occurrence and during the continuance if any principal of a Specified Default upon delivery of notice thereof by the Administrative Agent, principal 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, two percent (2.0%) 2% plus the rate otherwise applicable to such Loan as provided in the preceding paragraphs of this Section 2.12 and or (ii) in the case of any other amountsamount, two percent (2.0%) 2% plus the rate applicable to ABR Loans as provided in paragraph (a) of this Section 2.12Section. (d) Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date for such Loan and upon termination of the CommitmentsCommitted Amounts; provided that (i) interest accrued pursuant to paragraph (c) of this Section 2.12 shall be payable on demand, (ii) in the event of any repayment or prepayment of any Loan of any Lender (other than a prepayment of an ABR Loan prior to the end of the Revolving Availability Period with respect to such LenderPeriod), 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 LIBOR Eurodollar Loan prior to the end of the current Interest Period therefor, 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 365/366 366 days in the case of ABR Loansa 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 LIBOR Rate or Adjusted LIBO LIBOR Rate shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error. (f) In the event that any financial statements delivered pursuant to this Agreement, or any certificate delivered pursuant to Section 5.01(c), is shown to be inaccurate (regardless of whether this Agreement or the Committed Amounts are in effect when such inaccuracy is discovered), and such inaccuracy, if corrected, would have led to the application of a higher Applicable Margin and/or a higher Unused Fee on Committed Amount for any period (an “Applicable Period”) than the Applicable Margin or Unused Fee on Committed Amount, as applicable, applied for such Applicable Period, then (i) the Borrower shall immediately deliver to the Administrative Agent a correct certificate in the form of the certificate described in Section 5.01(c), (ii) such higher Applicable Margin and/or higher Unused Fee on Committed Amount shall be applied to such Applicable Period, and (iii) the Borrower shall immediately pay to the Administrative Agent the accrued additional interest and expense owing as a result of such increased Applicable Margin and Unused Fee on Committed Amount for such Applicable Period, which payment shall be promptly applied by the Administrative Agent in accordance with Section 7.02. This Section 2.13(f) shall not limit the rights of the Administrative Agent and the other Secured Parties with respect to Section 2.13(c) or Article VII.

Interest. (a) The Loans comprising each ABR Borrowing shall bear interest at Beginning on the Alternate Base Rate plus date that is one (1) year following the Applicable Margin. issuance date of this Note (b) The Loans comprising each LIBOR Borrowing shall bear interest at the Adjusted LIBO Rate for “Issuance Date”), the Interest Period in effect for such Borrowing plus the Applicable Margin. (c) Notwithstanding the foregoing, upon the occurrence and during the continuance outstanding principal balance of a Specified Default upon delivery of notice thereof by the Administrative Agent, principal or interest on any Loan this Note shall bear interest, after as well as before judgmentin arrears, at a rate per annum equal to eight percent (8%), payable quarterly commencing on September 30, 2008 and on the first business day of each following three-period at the option of the Maker in (A) cash or (B) shares of the Maker’s common stock, $0.001 par value per share (the “Common Stock”) that are eligible for public resale by the Holder under an effective registration statement covering such shares. The Maker shall provide irrevocable written notice to the Holder of the form of interest payment at least ten (10) days prior to an interest payment date. If no such notice is provided at least ten (10) days prior to an interest payment date, the Maker must make the interest payment in cash. In addition, the Maker must make interest payments in cash if it is unable to make interest payments in shares of Common Stock that are eligible for public resale by the Holder under an effective registration statement covering such shares. The number of shares of Common Stock to be issued as payment of accrued and unpaid interest shall be determined by dividing (i) in the case total amount of overdue principal of any Loan, two percent (2.0%) plus the rate otherwise applicable accrued and unpaid interest to such Loan as provided in the preceding paragraphs of this Section 2.12 and be converted into Common Stock by (ii) in the case of any other amounts, two ninety percent (2.090%) plus the rate applicable to ABR Loans as provided in paragraph (a) of this Section 2.12. (d) Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date for such Loan and upon termination of the Commitmentsaverage of the VWAP (as defined below) for the ten (10) Trading Days immediately preceding the interest payment date (the “Average VWAP”); provided that (i) provided, however, the Maker shall not be permitted to issue registered shares of Common Stock as interest accrued pursuant to paragraph (c) of this Section 2.12 shall be payable on demand, (ii) payments in the event that (A) the Average VWAP is less than $0.15 or (B) the average daily trading volume for the thirty (30) Trading Days immediately preceding the interest payment date equals at least two hundred percent (200%) of any repayment or prepayment the number of any Loan shares of any Lender (other than a prepayment of an ABR Loan prior Common Stock that would be issued to the end of the Revolving Availability Period with respect to such Lender), accrued Holder as an 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 LIBOR Loan prior to the end of the current payment. Interest Period therefor, 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 days twelve (or 365/366 days 12) 30-day months and shall accrue commencing on the Issuance Date. Furthermore, upon the occurrence of an Event of Default (as defined in the case of ABR LoansSection 2.1 hereof), then to the extent permitted by law, the Maker will pay interest to the Holder, payable on demand, on the outstanding principal balance of the Note from the date of the Event of Default until such Event of Default is cured at the rate of the lesser of fifteen percent (15%) and in each case shall be payable for the actual number of days elapsed maximum applicable legal rate per annum. (including the first day but excluding the last day). b) The applicable Alternate Base Rate or Adjusted LIBO Rate shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error.term “

Interest. (a) The Loans comprising each ABR Borrowing shall bear interest at the Alternate Base Rate plus the Applicable Margin[Intentionally omitted]. (b) The Loans comprising each LIBOR Borrowing shall bear interest on the daily amount outstanding at the Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus the Applicable MarginRate. (c) Notwithstanding the foregoing, upon the occurrence and during the continuance if any principal of a Specified Default upon delivery of notice thereof by the Administrative Agent, principal or interest on any Loan or any fee or other amount payable by 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, two percent (2.0%) 2% plus the rate otherwise applicable to such Loan as provided in the preceding paragraphs paragraph of this Section 2.12 and or (ii) in the case of any other amountsamount, two percent (2.0%) 2% plus the rate applicable to ABR Loans Borrowings with an Interest Period equal to one month as provided in paragraph (a) of this Section 2.12the date of determination. (d) Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date for such Loan and upon termination of on the CommitmentsMaturity Date; provided that (i) interest accrued pursuant to paragraph (c) of this Section 2.12 shall be payable on demand, (ii) in the event of any repayment or prepayment of any Loan of any Lender (other than a prepayment of an ABR Loan prior to the end of the Revolving Availability Period with respect to such Lender)Loan, accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment and prepayment, (iii) in the event of any conversion of any LIBOR Loan prior to the end of the current Interest Period therefor, accrued interest on such Loan shall be payable on the effective date of such conversion, and (iv) with respect to any Declining Lender, accrued interest shall be paid upon the termination of the Commitment of such Lender. (e) All interest hereunder shall be computed on the basis of a year of 360 days (or 365/366 days in the case of ABR Loans)days, 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 or Adjusted LIBO Rate shall be determined by the Australian Administrative Agent, and such determination shall be conclusive absent manifest demonstrable error.

Interest. (a) The Loans comprising each ABR Borrowing Interest shall bear interest accrue to the Holder on the aggregate unconverted and then outstanding principal amount of this Note, at the Alternate Base Rate plus the Applicable Margin. (b) The Loans comprising each LIBOR Borrowing shall bear interest at the Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus the Applicable Margin. (c) Notwithstanding the foregoing, upon the occurrence and during the continuance rate of a Specified Default upon delivery of notice thereof by the Administrative Agent, principal or interest on any Loan 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, two twelve and one half percent (2.012.5%) plus per annum paid in cash (the rate otherwise applicable to such Loan as provided in the preceding paragraphs of this Section 2.12 and (ii“Cash Interest”) in the case of any other amounts, two percent (2.0%) plus the rate applicable to ABR Loans as provided in paragraph (a) of this Section 2.12. (d) Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date for such Loan and upon termination of the Commitments; provided that (i) interest accrued pursuant to paragraph (c) of this Section 2.12 shall be payable on demand, (ii) in the event of any repayment or prepayment of any Loan of any Lender (other than a prepayment of an ABR Loan prior to the end of the Revolving Availability Period with respect to such Lender), 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 LIBOR Loan prior to the end of the current Interest Period therefor, 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 360-day year and shall accrue and compound daily commencing on the Original Issue Date until payment in full of 360 days the outstanding principal (or 365/366 days conversion to the extent applicable), together with all accrued and unpaid interest, including Accrued PIK Interest, liquidated damages and other amounts which may become due hereunder, has been made and (ii) one percent (1%) per annum paid in kind (the “PIK Interest”), calculated on the basis of a 360-day year and shall accrue commencing on the Original Issue Date until payment in full of the outstanding principal (or conversion to the extent applicable), together with all accrued and unpaid interest, including Accrued PIK Interest, liquidated damages and other amounts which may become due hereunder, has been made. Following an Event of Default, until such Event of Default has been cured, Cash Interest shall accrue at the lesser of (i) the rate of seventeen and one half percent (17.5%) per annum, or (ii) the maximum amount permitted by law (the lesser of clause (i) or (ii), the “Default Interest Rate”) and PIK Interest shall continue to accrue. In the event that such Event of Default is subsequently cured, the adjustment referred to in the case preceding sentence shall cease to be effective as of ABR Loans), the calendar day immediately following the date of such cure; provided that the interest as calculated and in each case unpaid at the Default Interest Rate during the continuance of such Event of Default shall be payable for continue to apply to the actual number extent relating to the days after the occurrence of days elapsed (such Event of Default through and including the first day but excluding the last day). The applicable Alternate Base Rate or Adjusted LIBO Rate shall be determined by the Administrative Agent, and date of such determination shall be conclusive absent manifest errorcure of such Event of Default.

Interest. (a) The Loans comprising Borrower shall pay interest on the unpaid principal amount of each ABR Borrowing shall bear interest Loan at the Alternate Base Rate plus the Applicable Margin. (b) The Loans comprising Borrower shall pay interest on the unpaid principal amount of each LIBOR Borrowing shall bear interest Eurodollar Loan at the Adjusted LIBO Eurodollar Rate for the Interest Period in effect for such Borrowing Eurodollar Loan plus the Applicable Margin. (c) Notwithstanding the foregoing, upon the occurrence and during the continuance if any principal of a Specified Default upon delivery of notice thereof by the Administrative Agent, principal or interest on any Loan or any Fees or other amount payable by the Borrower hereunder is not paid when due, whether at stated maturity, upon acceleration or otherwise, the Borrower shall bear interestpay interest on such overdue amount, after as well as before judgment, at a rate per annum equal to (i) in the case of overdue principal of any Loan, two percent (2.0%) 2.00% plus the rate otherwise applicable to such Loan as provided in the preceding paragraphs of this Section 2.12 and or (ii) in the case of any other amountsamount, two percent (2.0%) 2.00% plus the rate applicable to ABR Loans as provided in paragraph (a) of this Section; provided, that this paragraph (c) shall not apply to any Default or Event of Default that has been waived by the Lenders pursuant to Section 2.129.08. (d) Accrued interest on each Loan shall be payable by the Borrower in arrears on each Interest Payment Date for such Loan Loan, and upon the earlier of the Maturity Date and the termination of the Revolving Facility Commitments; provided provided, that (i) interest accrued pursuant to paragraph (c) of this Section 2.12 shall be payable on demand, (ii) in the event of any repayment or prepayment of any Loan of any Lender (other than a prepayment of an ABR Loan prior to the end of the Revolving Availability Period with respect to such Lender)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 LIBOR Eurodollar Loan prior to the end of the current Interest Period therefor, accrued interest on such Loan shall be payable on the effective date of such conversion. (e) All computations of interest hereunder shall be computed made by the Administrative Agent taking into account the actual number of days occurring in the period for which such interest is payable pursuant to this Section, and (i) if based on the Alternate Base Rate (if based on the Prime Rate), a year of 365 days or 366 days, as the case may be; or (ii) otherwise, on the basis of a year of 360 days (or 365/366 days in the case of ABR Loans), 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 or Adjusted LIBO Rate shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest errordays.

Interest. (a) The Loans comprising each ABR Borrowing (including each Swingline Loan) shall bear interest at the Alternate Base Rate plus the Applicable MarginRate. (b) The Loans comprising each LIBOR Eurodollar Borrowing shall bear interest at the Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus the Applicable MarginRate. (c) Notwithstanding the foregoing, upon the occurrence at all times when a Default has occurred hereunder and during the continuance of a Specified Default upon delivery of notice thereof by the Administrative Agentis continuing, principal or interest on any Loan all overdue amounts outstanding hereunder 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, two percent (2.0%) 2% plus the rate otherwise applicable to such Loan as provided in the preceding paragraphs of this Section 2.12 and 2.13 or (ii) in the case of any other amountsamount, two percent (2.0%) 2% plus the rate applicable to ABR Loans as provided in paragraph (a) of this Section 2.122.13(a). (d) Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date for such Loan and and, in the case of Revolving Loans, upon termination of the Revolving Commitments; provided that (i) interest accrued pursuant to paragraph (cSection 2.13(c) of this Section 2.12 shall be payable on demand, (ii) in the event of any repayment or prepayment of any Loan of any Lender (other than a prepayment of an ABR Revolving Loan prior to the end of the Revolving Availability Period with respect or an ABR Term Loan prior to such Lenderthe applicable Term Loan Maturity Date), 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 LIBOR Eurodollar Loan prior to the end of the current Interest Period therefortherefore, 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 365/366 366 days in the case of ABR Loansa 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 LIBO Rate or Adjusted LIBO Rate shall be determined by the applicable Administrative Agent, and such determination shall be conclusive absent manifest error.

Interest. (a) The Loans comprising Borrower shall pay interest on the unpaid principal amount of each ABR Borrowing Note from the Issue Date of such Note until the principal amount thereof shall bear interest be paid in full at a rate per annum at all times equal to the Alternate Base Rate plus Interest Rate. Interest shall be payable in respect of any Note (or portion thereof) on the Applicable MarginMaturity Dates, as provided in Section 2.3, with respect to such Note (or portion thereof), or if earlier, upon the prepayment date for such Note (or portion thereof). Interest shall be calculated on the basis of a three hundred sixty-five (365) day year for actual days elapsed. (b) The Loans comprising each LIBOR Borrowing shall bear interest at the Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus the Applicable Margin. (c) Notwithstanding the foregoing, upon Upon the occurrence and during the continuance of a Specified Default upon delivery any Remedy Event, all outstanding principal amounts of notice thereof the Notes and, to the greatest extent permitted by law, all interest accrued on the Administrative AgentNotes and all other Obligations hereunder, principal or interest on any Loan 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, Interest Rate plus two percent (2.02%) plus the rate otherwise applicable to ), and, in each case, such Loan as provided in the preceding paragraphs of this Section 2.12 and (ii) in the case of any other amounts, two percent (2.0%) plus the rate applicable to ABR Loans as provided in paragraph (a) of this Section 2.12. (d) Accrued default interest on each Loan shall be payable in arrears on each Interest Payment Date for such Loan and upon termination of the Commitments; provided that (i) interest accrued pursuant to paragraph (c) of this Section 2.12 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 petition seeking any relief in bankruptcy or under any law pertaining to insolvency or debtor relief. (iic) Nothing contained in this Agreement shall be deemed to establish or require the payment of interest to the Buyer at a rate in excess of the maximum rate permitted by applicable law. If the amount of interest payable to the Buyer would exceed the maximum amount permitted by applicable law, the amount of interest payable shall be automatically reduced to such maximum permissible amount. In the event of any repayment or prepayment such reduction, if from time to time thereafter the amount of any Loan of any Lender (other than a prepayment of an ABR Loan prior interest payable to the end Buyer on any date would be less than the maximum amount permitted by applicable law, then the amount of interest payable to it on such subsequent 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 the Revolving Availability Period with respect Buyer has been increased pursuant to such Lender), accrued this sentence exceed the aggregate amount by which 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 LIBOR Loan prior paid for its account has theretofore been reduced pursuant to the end of the current Interest Period therefor, accrued interest on such Loan shall be payable on the effective date of such conversionprevious sentence. (e) All interest hereunder shall be computed on the basis of a year of 360 days (or 365/366 days in the case of ABR Loans), 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 or Adjusted LIBO Rate shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error.

Interest. (a1) The Loans comprising each ABR Borrowing shall and any Swingline Loan will bear interest at the Alternate Base Rate ABR plus the Applicable Margin. (b2) The Loans comprising each LIBOR SOFR Revolving Facility Borrowing shall will bear interest at the Adjusted LIBO Rate Term SOFR for the Interest Period in effect for such Borrowing plus the Applicable Margin. (c3) Notwithstanding the foregoing, upon Following the occurrence and during the continuance continuation of a Specified Default upon delivery Event of notice thereof by Default, the Administrative Agent, principal or Borrower will pay interest on any Loan shall bear interest, after as well as before judgment, overdue amounts hereunder at a rate per annum equal to (ia) in the case of overdue principal of of, or interest on, any Loan, two percent (2.0%) % plus the rate otherwise applicable to such Loan as provided in the preceding paragraphs of this Section 2.12 and 2.13 or (iib) in the case of any other amountsoverdue amount, two percent (2.0%) % plus the rate applicable to ABR Loans as provided in paragraph clause (a1) of this Section 2.122.13. (d4) Accrued interest on each Loan shall will be payable by the Borrower in arrears (a) on each Interest Payment Date for such Loan Loan; (b) on the applicable Maturity Date; and (c) upon termination of the Revolving Facility Commitments; provided that that: (i) interest accrued pursuant to paragraph (c3) of this Section 2.12 shall 2.13 will be payable on demand, ; (ii) in the event of any repayment or prepayment of any Loan of any Lender (other than a prepayment repayment of an ABR Revolving Loan prior to the end of the Revolving Availability Period with respect to such LenderPeriod), accrued interest on the principal amount repaid or prepaid shall will be payable on the date of such repayment or prepayment and prepayment; and (iii) in the event of any conversion of any LIBOR SOFR Revolving Loan prior to the end of the current Interest Period therefor, accrued interest on such Loan shall will be payable on the effective date of such conversion. (e5) All interest hereunder shall will be computed on the basis of a year of 360 days, except that interest computed by reference to the ABR at times when the ABR is based on the prime rate will be computed on the basis of a year of 365 days (or 365/366 366 days in the case of ABR Loansa 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 Alternate Base Rate ABR, Adjusted Term SOFR or Adjusted LIBO Rate shall SOFR will be determined by the Administrative Agent, and such determination shall will be conclusive absent manifest error.

Interest. (a) The Loans comprising each ABR Borrowing shall bear interest at the Alternate Base Rate plus the Applicable MarginRate. (b) The Loans comprising each LIBOR Borrowing shall bear interest at the Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus the Applicable Margin.Rate. * INDICATES CONFIDENTIAL TREATMENT REQUESTED (c) Notwithstanding the foregoing, upon the occurrence and during the continuance foregoing if any principal of a Specified Default upon delivery of notice thereof by the Administrative Agent, principal 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, two percent (2.0%) plus the rate otherwise applicable to such Loan as provided in the preceding paragraphs of this Section 2.12 and (ii) in the case of any other amounts, two percent (2.0%) [ * ] plus the rate applicable to ABR Loans as provided in paragraph (a) of this Section 2.12Section. (d) Accrued All accrued interest on each Loan shall be payable in arrears on each Interest Payment Date for such Loan and upon termination of the CommitmentsLoan; provided PROVIDED that (i) interest accrued pursuant to paragraph (c) of this Section 2.12 shall be payable on demand[ * ], (ii) in the event of any repayment or prepayment of any Loan of any Lender (other than a prepayment of an ABR Loan prior to the end of the Revolving Availability Period with respect to such Lender)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 prepayment, or (iii) in the event of any conversion of any LIBOR Loan prior to the end of the current Interest Period therefor, 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 365/366 366 days in the case of ABR Loansa 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 or Adjusted LIBO Rate shall be determined in accordance with this Agreement by the Administrative Agent, and such determination shall be conclusive absent manifest error.

Interest. (a) The From the Initial Disbursement Date or relevant Subsequent Disbursement Dates until paid in full, as long as no Event of Default has occurred and is continuing, the outstanding principal balance of the Loans comprising each ABR Borrowing shall bear interest at a rate equal to the Alternate Base Rate plus Interest Rate, compounded annually. From the Applicable Margindate hereof until paid in full, as long as no Event of Default has occurred and is continuing, the Deferred Commitment Fees, if any, shall accrue interest at a rate equal to the Interest Rate, compounded annually. (b) The Loans comprising each LIBOR Borrowing shall bear interest at the Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus the Applicable Margin. (c) Notwithstanding the foregoing, upon the occurrence and during the continuance of a Specified Default upon delivery of notice thereof by the Administrative Agent, principal or interest on any Loan 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, two percent (2.0%) plus the rate otherwise applicable to such Loan as provided in the preceding paragraphs of fees under this Section 2.12 and (ii) in the case of any other amounts, two percent (2.0%) plus the rate applicable to ABR Loans as provided in paragraph (a) of this Section 2.12. (d) Accrued interest on each Loan Agreement shall be payable in arrears on each Interest Payment Date for such Loan and upon termination of the Commitments; provided that (i) interest accrued pursuant to paragraph (c) of this Section 2.12 shall be payable on demand, (ii) in the event of any repayment or prepayment of any Loan of any Lender (other than a prepayment of an ABR Loan prior to the end of the Revolving Availability Period with respect to such Lender), 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 LIBOR Loan prior to the end of the current Interest Period therefor, 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 (or 365/366 days in the case of ABR Loans), 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 ) elapsed during the period for which such interest or fee is payable over a year comprised of 360 days (or in the case of a Base Rate Loan calculated at other than the Federal Funds Effective Rate, 365 days or, if appropriate 366 days). (c) Upon the occurrence and during the continuance of any Event of Default, and upon notice to the Borrower, the outstanding principal balance of the Loans and the Deferred Commitment Fees, if any, shall bear interest at a rate equal to the Default Rate, compounded annually. (d) It is the intention of the Parties to conform strictly to applicable usury laws and anything herein or Adjusted LIBO Rate elsewhere to the contrary notwithstanding, the Obligations shall be determined subject to the limitation that Borrower shall not be required to pay, and Lender shall not be entitled to charge or receive, any interest to the extent that such interest exceeds the maximum rate of interest which Lender is permitted by applicable Law to contract for, charge or receive and which would not give rise to any claim or defense of usury. If, as a result of any circumstances whatsoever, performance of any provision hereof shall, at the time performance of such provision is due, violate applicable usury law, then, ipso facto, the Obligation to be performed shall be reduced to the highest lawful rate, and if, from any such circumstance, Lender shall ever receive interest or anything which might be deemed interest under applicable Law which would exceed the highest lawful rate, the amount of such excess interest shall be applied to the reduction of the principal amount owing on account of the Note or the amounts owing on other Obligations and not to the payment of interest, or if such excessive interest exceeds the unpaid principal balance of the Obligations, such excess shall be refunded to Borrower. (e) By delivering a Continuation/Conversion Notice in the form attached hereto as Exhibit B-3 to the Lender on or before 12:00 noon on a Business Day, the Borrower may from time to time irrevocably elect, on not less than three (3) Business Days' notice that all, or any portion in an aggregate minimum amount of $5,000,000 and an integral multiple of $1,000,000, be, in the case of Base Rate Loans, converted into LIBOR Loans or be, in the case of LIBOR Loans, converted into Base Rate Loans or continued as LIBOR Loans (in the absence of the delivery of a Continuation/Conversion Notice with respect to any LIBOR Loan at least three Business Days before the last day of the then current Interest Period with respect thereto, such LIBOR Loan shall, on such last day, automatically convert to a Base Rate Loan); provided, however, that, at the election of Lender, no portion of the outstanding principal amount of any Loans may be continued as, or be converted into, LIBOR Loans when any Default has occurred and is continuing. (f) The Lender may, if it so elects, fulfill its obligation to make, continue or convert LIBOR Loans hereunder by causing one of its foreign branches or Affiliates (or an international banking facility created by the Administrative AgentLender) to make or maintain such LIBOR Loan; provided, however, that such LIBOR Loan shall nonetheless be deemed to have been made and to be held by the Lender, and the obligation of the Borrower to repay such LIBOR Loan shall nevertheless be to the Lender for the account of such foreign branch, Affiliate or international banking facility. In addition, the Borrower hereby consents and agrees that, for purposes of any determination to be made for purposes of this Agreement, it shall be conclusive absent manifest errorconclusively assumed that the Lender elected to fund all LIBOR Loans by purchasing Dollar deposits in its LIBOR Office's interbank eurodollar market.

Interest. (a) The ABR Loans comprising each ABR Borrowing shall bear interest at the Alternate Base Rate plus the Applicable MarginRate. (b) The Eurodollar Loans comprising each LIBOR Borrowing shall bear interest at the Adjusted LIBO Rate for the applicable Interest Period in effect for such Borrowing plus the Applicable MarginRate. (c) Notwithstanding the foregoing, upon the occurrence and during the continuance if any principal of a Specified Default upon delivery of notice thereof by the Administrative Agent, principal 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, two percent (2.0%) 2% plus the rate otherwise applicable to such Loan as provided in the preceding paragraphs of this Section 2.12 and or (ii) in the case of any other amountsamount, two percent (2.0%) 2% plus the rate applicable to ABR Revolving Loans as provided in paragraph (a) of this Section 2.12Section. (d) Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date for such Loan and and, in the case of Revolving Loans, upon termination of the Revolving Commitments; provided that (i) interest accrued pursuant to paragraph (c) of this Section 2.12 shall be payable on demand, (ii) in the event of any repayment or prepayment of any Loan of any Lender (other than a prepayment of an ABR Revolving Loan prior to the end of the Revolving Availability Period with respect to such LenderPeriod), 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 LIBOR Eurodollar Loan prior to the end of the current Interest Period therefor, 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 365/366 366 days in the case of ABR Loansa 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 or Adjusted LIBO Rate shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error.

Interest. (a) The Loans comprising each ABR Borrowing shall bear interest at a rate per annum equal to the Alternate Base Rate plus the Applicable Margin. (b) The Loans comprising each LIBOR Eurodollar Borrowing shall bear interest at a rate per annum equal to the Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus the Applicable Margin. (c) Notwithstanding the foregoing, upon the occurrence and during the continuance if any principal of a Specified Default upon delivery of notice thereof by the Administrative Agent, principal or interest on any Loan or any fee or other amount payable by the Company 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 or interest on any Loan, two percent (2.0%) 2% plus the rate otherwise applicable to such Loan as provided in the preceding paragraphs of this Section 2.12 and above or (ii) in the case of any other amountsamount, two percent (2.0%) 2% plus the highest rate applicable to ABR the Loans as provided in paragraph (a) of this Section 2.12above. (d) Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date for such Loan and upon termination of the CommitmentsLoan; provided PROVIDED that (i) interest accrued pursuant to paragraph (c) of this Section 2.12 shall be payable on demand, (ii) in the event of any repayment or prepayment of any Loan of any Lender (other than a prepayment of an ABR Loan prior to the end of the Revolving Availability Period with respect to such Lender)Loan, accrued and unpaid interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment and prepayment, (iii) in the event of any conversion of any LIBOR Loan Eurodollar Borrowing prior to the end of the current Interest Period therefor, accrued interest on such Loan shall be payable on the effective date of such conversionconversion and (iv) all unpaid accrued interest shall be payable upon the Final Maturity Date. (e) All interest hereunder shall be computed on the basis of a year of 360 three hundred sixty (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 three hundred sixty five (365) days (or 365/366 three hundred sixty six (366) days in the case of ABR Loansa 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 or Adjusted LIBO Rate shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error.

Interest. (a) The Loans comprising each ABR Borrowing and Swing Line Loans shall bear interest at the Alternate Base Rate plus the Applicable MarginRate. (b) The Loans comprising each LIBOR Term Benchmark Borrowing in any currency shall bear interest at the Adjusted LIBO Term SOFR Rate for such currency for the Interest Period in effect for such Borrowing plus the Applicable MarginRate. (c) Notwithstanding the foregoing, upon the occurrence and during the continuance if any principal of a Specified Default upon delivery of notice thereof by the Administrative Agent, principal 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, two percent (2.0%) 2% plus the rate otherwise applicable to such Loan as provided in the preceding paragraphs of this Section 2.12 and or (ii) in the case of any other amountsamount, two percent (2.0%) 2% plus the rate applicable to ABR Loans as provided in paragraph (a) of this Section 2.12Section. (d) Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date for such Loan and and, in addition, in the case of Revolving Loans, upon termination of the Revolving Commitments; provided that (i) interest accrued pursuant to paragraph (c) of this Section 2.12 shall be payable on demand, (ii) in the event of any repayment or prepayment of any Loan of any Lender (other than a prepayment of an ABR Loan prior to the end of the Revolving Availability Period with respect to such Lender)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 LIBOR Term Benchmark Loan prior to the end of the current Interest Period therefor, 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 when the Alternate Base Rate is calculated by reference to the Prime Rate shall be computed on the basis of a year of 365 days (or 365/366 366 days in the case of ABR Loans), and in each case shall be payable for the actual number of days elapsed (including the first day but excluding the last daya leap year). The applicable Alternate Base Rate Rate, Adjusted Term SOFR Rate, Term SOFR Rate, Adjusted Daily Simple SOFR or Adjusted LIBO Rate Daily Simple SOFR shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error. (f) Notwithstanding anything to the contrary herein, any Eurodollar Loans (as such term was defined in this Agreement immediately prior to the Amendment No. 1 Effective Date) outstanding on the Amendment No. 1 Effective Date shall continue to bear interest at the Eurodollar Rate (as such term was defined in this Agreement immediately prior to the Amendment No. 1 Effective Date) applicable to such Loans until the expiration of the Interest Period (as such term was defined in this Agreement immediately prior to the Amendment No. 1 Effective Date) applicable to such Loans. Upon the expiration of such Interest Period, such Loans shall automatically be converted to Term Benchmark Loans with the Interest Period specified in the applicable Interest Election Request (or, if no Interest Election Request is then provided, an Interest Period of one month).

Interest. (a) The Loans comprising Borrower agrees to pay interest in respect of the unpaid principal amount of each ABR 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 Alternate Base Rate sum of the Applicable Margin plus the Applicable MarginEurodollar Rate for such Interest Period plus any Mandatory Costs. (b) The Loans comprising each LIBOR 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, subject to paragraph (c) below, 2% plus the Adjusted LIBO Rate 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 MarginFacility Agent (acting reasonably). Any interest accruing under this Section 2.06(b) shall be immediately payable by the Borrower on demand by the Facility Agent. (c) Notwithstanding the foregoing, upon the occurrence and during the continuance If any overdue amount consists of all or part of a Specified Default upon delivery Loan which became due on a day which was not the last day of notice thereof by the Administrative Agent, principal or interest on any Loan shall bear interest, after as well as before judgment, at a rate per annum equal an Interest Period relating to that Loan: (i) in the case first Interest Period for that overdue amount shall have a duration equal to the unexpired portion of the current Interest Period relating to that Loan; and (ii) the rate of interest applying to the overdue principal of any Loan, two percent (2.0%) amount 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 an overdue amount will be compounded with the overdue amount at the end of each Interest Period applicable to such Loan as provided in the preceding paragraphs of this Section 2.12 that overdue amount but will remain immediately due and (ii) in the case of any other amounts, two percent (2.0%) plus the rate applicable to ABR Loans as provided in paragraph (a) of this Section 2.12payable. (d) Accrued and unpaid interest on each Loan shall be payable in arrears on respect of each Interest Payment Date for such Loan and upon termination of the Commitments; provided that Loan, (i) interest accrued pursuant to paragraph (c) on the last day of this Section 2.12 shall be payable on demandeach Interest Period applicable thereto and every three months in the case of Interest Periods in excess of three months, (ii) in the event of on any repayment or prepayment of any Loan of any Lender date (other than a prepayment of an ABR Loan prior to the end of the Revolving Availability Period with respect to such Lender), accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment and prepaid), (iii) in the event of any conversion of any LIBOR Loan prior to the end of the current Interest Period thereforat maturity (whether by acceleration or otherwise) and (iv) after such maturity, 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 Facility Agent shall determine the Eurodollar Rate for each Interest Period applicable to the Loans to be computed on made pursuant to the basis of a year of 360 days (or 365/366 days in applicable Borrowing and shall promptly notify the case of ABR Loans), Borrower 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 Alternate Base Rate or Adjusted LIBO 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. Interest (a“Interest”) The Loans comprising each ABR Borrowing shall bear interest at accrue on the Alternate Base Rate plus the Applicable Margin. (b) The Loans comprising each LIBOR Borrowing shall bear interest at the Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus the Applicable Margin. (c) Notwithstanding the foregoing, upon the occurrence and Principal during the continuance of a Specified Default upon delivery of notice thereof by period from the Administrative Agent, principal or interest on any Loan shall bear interest, after as well as before judgmentClosing Date until the Maturity Date, at a rate of 9% per annum equal to (icompounded quarterly), of which (x) in the case of overdue principal of any Loan, two percent (2.0%) plus the rate otherwise applicable to such Loan as provided in the preceding paragraphs of this Section 2.12 and (ii) in the case of any other amounts, two percent (2.0%) plus the rate applicable to ABR Loans as provided in paragraph (a) of this Section 2.12. (d) Accrued interest on each Loan 4% per annum shall be payable in cash in arrears on the last Business Day of December and June of each calendar year (each, an “Interest Payment Date”), and (y) 5% per annum shall be payable by adding the amount of Interest accrued at such rate on each Interest Payment Date for such Loan and upon termination of to the Commitments; provided Principal. To the extent that any Interest payable under clause (i) interest accrued pursuant to paragraph (cx) of this Section 2.12 shall be payable on demand, (ii2.3 remains unpaid after the period of time provided for in Section 7.1(a) has elapsed and the underlying Event of Default has not been waived in the event sole discretion of Holder, the Holder shall have the right, but not the obligation, together with any and all other rights and remedies provided for at law or under this Note, to add the amount of any repayment or prepayment of any Loan of any Lender (other than a prepayment of an ABR Loan prior such unpaid Interest to the end of the Revolving Availability Period with respect to such Lender), Principal. All accrued interest on the principal amount repaid or prepaid and unpaid Interest shall be payable on the Maturity Date or such earlier date of such repayment or prepayment as the Principal is due and (iii) in the event of any conversion of any LIBOR Loan prior to the end of the current payable hereunder. Interest Period therefor, accrued interest on such Loan shall be payable on the effective date of such conversion. (e) All interest hereunder shall be computed on the closing daily Principal of this Note on the basis of a 365 day year of 360 days (or 365/366 days in the case of ABR Loans), and in each case shall be payable for the actual number of days elapsed in the period during which it accrues. In all cases, Interest that is payable hereunder in cash shall, at the option of the Holder (including in its sole discretion, as notified to the first day but excluding Corporation in writing no less than ten Business Days prior to the last dayrelevant Interest payment date). The applicable Alternate Base Rate or Adjusted LIBO Rate shall , be determined payable on any due date by the Administrative AgentCorporation either: (a) in cash in immediately available funds; or (b) subject to approval from the TSX and the Nasdaq, and as applicable, by way of issuance to the Holder of Common Shares in an amount equal to the amount of Interest then payable calculated on the basis of a price per Common Share equal to the Conversion Price; provided that the terms set out in Article 3 in respect of any such determination shall be conclusive absent manifest errorconversion are in all cases complied with.

Interest. (a) The Loans comprising each ABR Borrowing shall bear interest at the Alternate Base Rate plus the Applicable Margin. (b) The Loans comprising each LIBOR Eurodollar Borrowing shall bear interest at the Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus the Applicable Margin. (c) Notwithstanding the foregoing, upon the occurrence and during the continuance if any principal of a Specified Default upon delivery of notice thereof by the Administrative Agent, principal 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, two percent (2.0%) 2% plus the rate otherwise applicable to such Loan as provided in the preceding paragraphs of this Section 2.12 and or (ii) in the case of any other amountsamount, two percent (2.0%) 2% plus the rate applicable to ABR Loans as provided in paragraph (a) of this Section 2.12Section. (d) Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date for such Loan and and, in the case of Loans, upon termination of the Commitments; provided that (i) interest accrued pursuant to paragraph (c) of this Section 2.12 shall be payable on demand, (ii) in the event of any repayment or prepayment of any Loan of any Lender (other than a prepayment of an ABR Loan prior to the end of the Revolving Availability Period with respect to such LenderPeriod), 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 LIBOR Eurodollar Loan prior to the end of the current Interest Period therefor, 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 365/366 366 days in the case of ABR Loansa 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 LIBO Rate or Adjusted LIBO Rate shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error.

Interest. (a) The Loans comprising each ABR Borrowing shall bear interest at the Alternate Base Rate plus the Applicable Margin. (b) The Loans comprising each LIBOR SOFR Borrowing shall bear interest at the Adjusted LIBO Rate Term SOFR for the Interest Period in effect for such Borrowing plus the Applicable Margin. (c) Notwithstanding the foregoing, upon the occurrence and during the continuance if any principal of a Specified Default upon delivery of notice thereof by the Administrative Agent, principal 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, two percent (2.0%) 2% plus the rate otherwise applicable to such Loan as provided in the preceding paragraphs of this Section 2.12 and or (ii) in the case of any other amountsamount, two percent (2.0%) 2% plus the rate applicable to ABR Loans as provided in paragraph (a) of this Section 2.12Section. (d) Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date for such Loan and upon termination of the CommitmentsCommitted Amounts or the Maturity Date; provided that (i) interest accrued pursuant to paragraph (c) of this Section 2.12 shall be payable on demand, (ii) in the event of any repayment or prepayment of any Loan of any Lender (other than a prepayment of an ABR Loan prior to the end of the Revolving Availability Period with respect to such LenderPeriod), 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 LIBOR SOFR Loan prior to the end of the current Interest Period therefor, 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 shall be computed on the basis of a year of 365 days (or 365/366 366 days in the case of ABR Loansa 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 or Adjusted LIBO Rate Term SOFR shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error. (f) In the event that any financial statements delivered pursuant to this Agreement, or any certificate delivered pursuant to Section 5.01(c), is shown to be inaccurate (regardless of whether this Agreement or the Committed Amounts are in effect when such inaccuracy is discovered), and such inaccuracy, if corrected, would have led to the application of a higher Applicable Margin and/or a higher Unused Fee on Committed Amount for any period (an “Applicable Period”) than the Applicable Margin or Unused Fee on Committed Amount, as applicable, applied for such Applicable Period, then (i) the Borrower shall immediately deliver to the Administrative Agent a correct certificate in the form of the certificate described in Section 5.01(c), (ii) such higher Applicable Margin and/or higher Unused Fee on Committed Amount shall be applied to such Applicable Period, and (iii) the Borrower shall immediately pay to the Administrative Agent the accrued additional interest and expense owing as a result of such increased Applicable Margin and Unused Fee on Committed Amount for such Applicable Period, which payment shall be promptly applied by the Administrative Agent in accordance with Section 7.02. This Section 2.13(f) shall not limit the rights of the Administrative Agent and the other Secured Parties with respect to Section 2.13(c) or Article VII. (g) In connection with the use or administration of Term SOFR, the Administrative Agent, in consultation with the Borrower, will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document. The Administrative Agent will promptly notify the Borrower and the Lenders of the effectiveness of any Conforming Changes in connection with the use or administration of Term SOFR.

Interest. (a) The Loans comprising each ABR Borrowing shall bear interest at the Alternate Base Rate plus the Applicable MarginRate. (b) The Loans comprising each LIBOR Eurocurrency Borrowing shall bear interest at the Adjusted LIBO Eurocurrency Rate for the Interest Period in effect for such Borrowing plus the Applicable MarginRate. (c) Notwithstanding the foregoing, upon the occurrence and during the continuance if any principal of a Specified Default upon delivery of notice thereof by the Administrative Agent, principal 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, by mandatory prepayment 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, two percent (2.0%) 2.00% per annum plus the rate otherwise applicable to such Loan as provided in the preceding paragraphs of this Section 2.12 and or (ii) in the case of any other amountsamount, two percent (2.0%) 2.00% per annum plus the rate applicable to ABR Loans as provided in paragraph (a) of this Section 2.12Section. (d) Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date for such Loan and upon termination of the Commitments; , provided that (i) interest accrued pursuant to paragraph (c) of this Section 2.12 shall be payable on demand, (ii) in the event of any repayment or prepayment of any Loan of any Lender (other than a prepayment of an ABR Loan prior to the end of the Revolving Availability Period with respect to such Lenderapplicable Maturity Date), 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 LIBOR Eurocurrency Loan prior to the end of the current Interest Period therefor, 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 365/366 366 days in the case of ABR Loansa 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 or Adjusted LIBO Eurocurrency Rate shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error.

Interest. (a) The Loans comprising each ABR Borrowing shall bear interest at the Alternate Base Rate plus the Applicable Margin. (b) The Loans comprising each LIBOR Borrowing shall bear interest at the Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus the Applicable MarginRate. (cb) Notwithstanding the foregoing, upon the occurrence and during the continuance of a Specified Default upon delivery an Event of notice thereof by Default, the Administrative AgentLoans, principal or interest on any Loan and all other Obligations then outstanding, shall bear interestinterest (including post petition interest in any proceeding under Debtor Relief Laws), after as well as before judgment, at a rate per annum equal to 2% (i) in the case of overdue principal of any Loan, two percent (2.0%“Default Rate Interest”) plus the rate otherwise applicable to such Loan as or Obligation. Payment or acceptance of the increased rates of interest provided for in the preceding paragraphs of this Section 2.12 2.08 is not a permitted alternative to timely payment and (ii) in the case shall not constitute a waiver of any other amounts, two percent (2.0%) plus Event of Default or otherwise prejudice or limit any rights or remedies of the rate applicable to ABR Loans as provided in paragraph (a) of this Section 2.12Administrative Agent or any Lender. (dc) Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date for such Loan and upon termination of the CommitmentsLoan; provided that (i) interest accrued pursuant to paragraph (cb) of this Section 2.12 shall be payable on demand, demand and (ii) in the event of any repayment or prepayment of any Loan of any Lender (other than a prepayment of an ABR Loan prior pursuant to the end of the Revolving Availability Period with respect to such Lender)Section 2.06, 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 LIBOR Loan prior to the end of the current Interest Period therefor, accrued interest on such Loan shall be payable on the effective date of such conversion.prepayment (ed) All interest hereunder shall be computed on the basis of a year of 360 days (or 365/366 days in the case of ABR Loans), 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 or Adjusted LIBO Rate shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error.

Interest. (a) The Loans comprising each ABR Borrowing shall bear interest at the Alternate Base Rate plus the Applicable Margin. (b) The Loans comprising each LIBOR Eurodollar Borrowing shall bear interest at the Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus the Applicable Margin. (c) Notwithstanding the foregoing, upon the occurrence and during the continuance if any principal of a Specified Default upon delivery of notice thereof by the Administrative Agent, principal 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, two percent (2.0%) 2.000% plus the rate otherwise applicable to such Loan as provided in the preceding paragraphs (a) and (b) of this Section 2.12 and or (ii) in the case of any other amountsamount, two percent (2.0%) 2.000% plus the rate applicable to ABR Loans Borrowings as provided in paragraph (a) of this Section 2.12Section. (d) Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date for such Loan and upon termination of the CommitmentsMaturity Date; provided that (i) interest accrued pursuant to paragraph (c) of this Section 2.12 shall be payable on demand, (ii) in the event of any repayment or prepayment of any Loan of any Lender (other than a prepayment of an ABR Loan prior to the end of the Revolving Availability Period with respect to such Lender)Eurodollar 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 LIBOR Eurodollar Loan prior to the end of the current Interest Period therefor, 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 365/366 366 days in the case of ABR Loansa 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 LIBO Rate or Adjusted LIBO Rate shall be determined by the Administrative AgentAgent in accordance with the terms hereof, and such determination shall be conclusive presumed correct absent manifest error.

Interest. (a) The Term Loans comprising each ABR Borrowing shall bear interest at the Alternate Base Rate ABR plus the Applicable MarginRate. (b) The Term Loans comprising each LIBOR SOFR Borrowing shall bear interest at the Adjusted LIBO Rate SOFR for the Interest Period in effect for such Borrowing plus the Applicable MarginRate. (c) Notwithstanding the foregoing, upon the occurrence and during the continuance if any principal of a Specified Default upon delivery of notice thereof by the Administrative Agent, principal or interest on any Term Loan or any fee payable by the Borrowers hereunder is not paid when due, whether at stated maturity, upon acceleration or otherwise, such overdue amount shall bear interest, to the fullest extent permitted by law, after as well as before judgment, until such amounts are paid, at a rate per annum equal to (i) in the case of overdue principal or interest of any Term Loan, two percent (2.0%) % plus the rate otherwise applicable to such Term Loan as provided in the preceding paragraphs of this Section 2.12 and Section, or (ii) in the case of any other amountsamount, two percent (2.0%) % plus the rate applicable to Term Loans that are ABR Loans as provided in paragraph (a) of this Section 2.12Section. (d) Accrued interest on each Term Loan shall be payable in arrears on each Interest Payment Date for such Term Loan and upon termination of the CommitmentsTermination Date; provided that (i) interest accrued pursuant to paragraph (c) of this Section 2.12 shall be payable on demand, (ii) in the event of any repayment or prepayment of any Loan of any Lender (other than a prepayment of an ABR Loan prior to the end of the Revolving Availability Period with respect to such Lender)Term 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 LIBOR SOFR Loan prior to the end of the current Interest Period therefor, accrued interest on such Term 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 ABR at times when ABR is based on the Prime Rate shall be computed on the basis of a year of 365 days (or 365/366 366 days in the case of ABR Loansa 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 ABR or Adjusted LIBO Rate SOFR shall be determined by the Administrative AgentAgent in accordance with the terms hereof, and such determination shall be conclusive absent manifest error.

Interest. (a) The Loans comprising each ABR Borrowing shall bear interest at the Alternate Base Rate plus the Applicable MarginRate. (b) The Loans comprising each LIBOR Eurocurrency Borrowing shall bear interest at the Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus the Applicable MarginRate. (c) Notwithstanding the foregoing, upon the occurrence and during the continuance if any principal of a Specified Default upon delivery of notice thereof by the Administrative Agent, principal 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, two percent (2.0%) 2.00% per annum plus the rate otherwise applicable to such Loan as provided in the preceding paragraphs of this Section 2.12 and or (ii) in the case of any other amountsamount, two percent (2.0%) 2.00% per annum plus the rate applicable to ABR Loans Borrowings as provided in paragraph (a) of this Section; provided that no amount shall accrue or be payable pursuant to this Section 2.122.13(c) to a Defaulting Lender so long as such Lender shall be a Defaulting Lender. (d) Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date for such Loan and upon termination of the Commitments; Loan, provided that (i) interest accrued pursuant to paragraph (c) of this Section 2.12 shall be payable on demand, (ii) in the event of any repayment or prepayment of any Loan of any Lender (other than a prepayment of an ABR Loan prior to the end of the Revolving Availability Period with respect to such Lender)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 LIBOR Eurocurrency Loan prior to the end of the current Interest Period therefor, 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 shall be computed on the basis of a year of 365 days (or 365/366 366 days in the case of ABR Loansa 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 or Adjusted LIBO Rate shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error.

Interest. (a) The Loans comprising each ABR Borrowing (including each Swingline Loan) shall bear interest at the Alternate Base Rate plus the Applicable MarginRate. (b) The Loans comprising each LIBOR Eurodollar Borrowing shall bear interest at the Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus the Applicable MarginRate. (c) Notwithstanding the foregoing, upon the occurrence and during the continuance if any principal of a Specified Default upon delivery of notice thereof by the Administrative Agent, principal 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, two percent (2.0%) 2% plus the rate otherwise applicable to such Loan as provided in the preceding paragraphs of this Section 2.12 and 2.13 or (ii) in the case of any other amountsamount, two percent (2.0%) 2% plus the rate applicable to ABR Loans as provided in paragraph clause (a) of this Section 2.122.13. (d) Accrued interest on each Loan (for ABR Loans, accrued through the last day of the prior calendar quarter) shall be payable in arrears on each Interest Payment Date for such Loan and upon termination of the Commitments; provided provided, that (i) interest accrued pursuant to paragraph clause (c) of this Section 2.12 2.13 shall be payable on demand, (ii) in the event of any repayment or prepayment of any Loan of any Lender (other than a prepayment of an ABR Loan prior to the end of the Revolving Availability Period with respect to such LenderPeriod), 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 LIBOR Eurodollar Loan prior to the end of the current Interest Period therefor, 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 shall be computed on the basis of a year of 365 days (or 365/366 366 days in the case of ABR Loansa 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 LIBO Rate or Adjusted LIBO Rate shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error.

Interest. (a) The Loans comprising each ABR Borrowing shall bear interest at the Alternate Base Rate ABR plus the Applicable Margin. (b) The Loans comprising each LIBOR Eurocurrency Borrowing shall bear interest at the Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus the Applicable Margin. (c) Notwithstanding the foregoing, upon the occurrence and during the continuance if any principal of a Specified Default upon delivery of notice thereof by the Administrative Agent, principal or interest on any Loan or any Fees 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, two percent (2.0%) 2% plus the rate otherwise applicable to such Loan as provided in the preceding paragraphs of this Section 2.12 and or (ii) in the case of any other amountsamount, two percent (2.0%) 2% plus the rate applicable to ABR Loans as provided in paragraph (a) of this Section; provided, that this paragraph (c) shall not apply to any Event of Default that has been waived by the Lenders pursuant to Section 2.1210.08. (d) Accrued interest on each Loan shall be payable in arrears (i) on each Interest Payment Date for such Loan and Loan, (ii) upon termination of the Commitmentsapplicable Commitments and (iii) on the applicable Term Facility Maturity Date; provided provided, that (iA) interest accrued pursuant to paragraph (c) of this Section 2.12 shall be payable on demand, (iiB) in the event of any repayment or prepayment of any Loan of any Lender (other than a prepayment of an ABR Loan prior to the end of the Revolving Availability Period with respect to such Lender)Loan, accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment and (iiiC) in the event of any conversion of any LIBOR Eurocurrency Loan prior to the end of the current Interest Period therefor, 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 ABR at times when the ABR is based on the Prime Rate shall be computed on the basis of a year of 365 days (or 365/366 366 days in the case of ABR Loansa 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 ABR or 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 shall pay interest on each ABR Borrowing shall bear interest Note from the Purchase Date on the outstanding principal amount thereof at the Alternate Base per annum interest rate equal to Interest Rate plus as determined on the Applicable Marginmost recent Interest Rate Determination Date. The Collateral Agent shall give notice to the Borrower and the Purchasers of the Interest Rate on each Interest Rate Determination Date. (b) The Loans comprising Interest on the outstanding principal balance of each LIBOR Borrowing Note shall bear be due and payable (i) on each Interest Rate Determination Date, in arrears, until the entire principal amount of the Notes plus interest thereon is paid in full, and (ii) on each date when all or any amount of the unpaid principal balance of each such Note shall be due (whether at maturity, by acceleration, prepayment or otherwise), but only to the Adjusted LIBO Rate for extent accrued and only with respect of the Interest Period in effect for such Borrowing plus the Applicable Marginprincipal amount being paid. (c) Notwithstanding the foregoing, upon the occurrence and during the continuance of a Specified Default upon delivery of notice thereof by the Administrative Agent, principal or interest on any Loan 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, two percent (2.0%) plus the rate otherwise applicable to such Loan as provided in the preceding paragraphs of this Section 2.12 and (ii) in the case of any other amounts, two percent (2.0%) plus the rate applicable to ABR Loans as provided in paragraph (a) of this Section 2.12. (d) Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date for such Loan and upon termination of the Commitments; provided that (i) interest accrued pursuant to paragraph (c) of this Section 2.12 shall be payable on demand, (ii) in the event of any repayment or prepayment of any Loan of any Lender (other than a prepayment of an ABR Loan prior to the end of the Revolving Availability Period with respect to such Lender), accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment Notes and (iii) in the event of any conversion of any LIBOR Loan prior to the end of the current Interest Period therefor, accrued interest on such Loan shall be payable on the effective date of such conversion. (e) All interest hereunder fees shall be computed on the basis of a 360-day year of 360 days (or 365/366 days in the case of ABR Loans), and in each case shall be payable for the actual number of days elapsed elapsed. (including d) If the first day but excluding Borrower shall default in the last daypayment of any principal of or interest on any Note, by acceleration or otherwise (after expiration of all applicable grace periods). The applicable Alternate Base , then, until such defaulted amount shall have been paid in full, all such overdue amounts shall bear interest (after as well as before judgment) at a rate per annum equal to the Interest Rate plus 10.00% per annum (the “Default Rate”). (e) Nothing contained in this Agreement or Adjusted LIBO Rate the Notes shall be determined deemed to establish or require the payment of interest to the Purchasers at a rate in excess of the maximum rate permitted by applicable law. In the Administrative Agentevent that the rate of interest required to be paid under this Agreement or the Notes exceeds the maximum rate permitted by applicable law, the rate of interest required to be paid hereunder and such determination under the Notes shall be conclusive absent manifest errorautomatically reduced to the maximum rate permitted by applicable law and any amounts collected in excess of the permissible amount shall be deemed a prepayment of principal of the Notes.

Interest. (a) The Term Loans comprising each ABR Borrowing shall bear interest at the Alternate Base Rate plus the Applicable MarginRate. (b) The Term Loans comprising each LIBOR LIBO Rate Borrowing shall bear interest at the Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus the Applicable MarginRate. (c) Notwithstanding the foregoing, upon the occurrence and during the continuance if any principal of a Specified Default upon delivery of notice thereof by the Administrative Agent, principal or interest on any Term Loan or any fee payable by the Borrowers hereunder is not paid when due, whether at stated maturity, upon acceleration or otherwise, such overdue amount shall bear interest, to the fullest extent permitted by law, after as well as before judgment, at a rate per annum equal to (i) in the case of overdue principal or interest of any Term Loan, two percent (2.0%) % plus the rate otherwise applicable to such Term Loan as provided in the preceding paragraphs of this Section 2.12 and Section, or (ii) in the case of any other amountsamount, two percent (2.0%) % plus the rate applicable to Term Loans that are ABR Loans as provided in paragraph (a) of this Section 2.12Section. (d) Accrued interest on each Term Loan shall be payable in arrears on each Interest Payment Date for such Term Loan and upon termination of the CommitmentsMaturity Date; provided that (i) interest accrued pursuant to paragraph (c) of this Section 2.12 shall be payable on demand, (ii) in the event of any repayment or prepayment of any Loan of any Lender (other than a prepayment of an ABR Loan prior to the end of the Revolving Availability Period with respect to such Lender)Term 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 LIBOR LIBO Rate Loan prior to the end of the current Interest Period therefor, 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 365/366 366 days in the case of ABR Loansa 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 or Adjusted LIBO Rate shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error.

Interest. (a) The Loans comprising Except as provided in Section 2.4(c) below, the unpaid amount of each ABR Borrowing Advance hereunder shall bear interest from the date of such Advance until paid in full, at the Alternate Base Rate plus the Applicable MarginRate. (b) The Loans comprising All interest shall be: (a) payable in arrears on the first day of each LIBOR Borrowing shall bear calendar month and on the Maturity Date; and (b) calculated on the basis of a 360 day year and the actual number of days elapsed. If Borrower does not pay interest at when due following the Adjusted LIBO Rate invoice pursuant to Section 2.7, Borrower authorizes Agent to charge the Operating Account for the Interest Period in effect payment of accrued and unpaid interest for any calendar month; Agent shall notify Borrower of such Borrowing plus the Applicable Margincharge. (c) Notwithstanding the foregoingObligations not paid when due (whether at stated maturity, upon acceleration following the occurrence and during the continuance of a Specified an Event of Default upon delivery of notice thereof by the Administrative Agent, principal or interest on any Loan otherwise) shall bear interest, after as well as before judgmentfrom the date due until paid in full, at a rate per annum of interest (“Default Rate”) at all times equal to (i) in the case a floating rate of overdue principal of any Loan, interest which is equal two percent (2.02%) plus per annum over the rate otherwise applicable Applicable Rate, said interest to such Loan as provided in the preceding paragraphs of this Section 2.12 and (ii) in the case of any other amounts, two percent (2.0%) plus the rate applicable to ABR Loans as provided in paragraph (a) of this Section 2.12be payable on demand by Agent. (d) Accrued interest The Borrower shall pay, upon billing therefor, a “Late Charge” equal to five percent (5%) of the amount of any payment of principal, other than principal due at the Maturity Date (or the date on each which the Agent accelerates the time for payment of the Loan shall be after the occurrence of an Event of Default), interest, or other Obligations, which are not paid within ten (10) days of the due date thereof. Late Charges are: (a) payable in arrears on each Interest Payment Date addition to, and not in limitation of, the Default Rate, (b) intended to compensate Agent and the Lenders for such Loan administrative and upon termination of the Commitments; provided that (i) interest accrued pursuant processing costs incident to paragraph late payments, (c) of this Section 2.12 shall be payable on demandnot interest, (ii) in the event of any repayment or prepayment of any Loan of any Lender (other than a prepayment of an ABR Loan prior to the end of the Revolving Availability Period with respect to such Lender), accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment and (iiid) in the event of not subject to refund or rebate or credit against any conversion of any LIBOR Loan prior to the end of the current Interest Period therefor, accrued interest on such Loan shall be payable on the effective date of such conversionother amount due. (e) All interest hereunder shall be computed on the basis of a year of 360 days (or 365/366 days in the case of ABR Loans), 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 or Adjusted LIBO Rate shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error.

Interest. (a) The Loans comprising each ABR Borrowing (including each Swingline Loan) shall bear interest at the Alternate Base Rate plus the Applicable Margin. (b) Rate. The Loans comprising each LIBOR Eurodollar Borrowing shall bear interest at the Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus the Applicable Margin. (c) Rate. Notwithstanding the foregoing, upon the occurrence and during the continuance if any principal of a Specified Default upon delivery of notice thereof by the Administrative Agent, principal 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, two percent (2.0%) 2% plus the rate otherwise applicable to such Loan as provided in the preceding paragraphs of this Section 2.12 and or (ii) in the case of any other amountsamount, two percent (2.0%) 2% plus the rate applicable to ABR Loans as provided in paragraph (a) of this Section 2.12. (d) Section. Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date for such Loan and and, in the case of Revolving Loans, upon termination of the Commitments; provided that (i) interest accrued pursuant to paragraph (c) of this Section 2.12 shall be payable on demand, (ii) in the event of any repayment or prepayment of any Loan of any Lender (other than a prepayment of an ABR Revolving Loan prior to the end of the Revolving Availability Period with respect to such LenderPeriod), 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 LIBOR Eurodollar Loan prior to the end of the current Interest Period therefor, 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 365/366 366 days in the case of ABR Loansa 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 LIBO Rate or Adjusted LIBO Rate shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error.

Interest. (a) The Loans comprising each ABR Borrowing shall bear interest on the daily amount outstanding at the Alternate Base Rate plus the Applicable Base Rate Margin. (b) The Loans comprising each LIBOR Eurodollar Borrowing shall bear interest on the daily amount outstanding at the Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus the Applicable Eurodollar Margin. (c) Notwithstanding the foregoing, upon the occurrence and during the continuance if any principal of a Specified Default upon delivery of notice thereof by the Administrative Agent, principal or interest on any Loan or any fee or other amount payable by 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, two percent (2.0%) 2% plus the rate otherwise applicable to such Loan as provided in the preceding paragraphs of this Section 2.12 and or (ii) in the case of any other amountsamount, two percent (2.0%) 2% plus the rate applicable to ABR Loans as provided in paragraph (a) of this Section 2.122.13(a). (d) Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date for such Loan and upon termination of on the CommitmentsMaturity Date; provided that (i) interest accrued pursuant to paragraph (cSection 2.13(c) of this Section 2.12 shall be payable on demand, (ii) in the event of any repayment or prepayment of any Loan of any Lender (other than a prepayment of an ABR Loan prior to the end of the Revolving Availability Period with respect to such Lender)Loan, accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment and prepayment, (iii) in the event of any conversion of any LIBOR Eurodollar Loan prior to the end of the current Interest Period therefor, accrued interest on such Loan shall be payable on the effective date of such conversion, and (iv) with respect to any Declining Lender, accrued interest shall be paid upon the termination of the Commitment of such Lender. (e) All Subject to Section 10.12, 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 shall be computed on the basis of a year of 365 days (or 365/366 366 days in the case of ABR Loansa 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 or Adjusted LIBO Rate shall be determined by the Canadian Administrative Agent, and such determination shall be conclusive absent manifest error.

Interest. (a) The Loans comprising each ABR Borrowing shall bear interest at the Alternate Base Rate plus the Applicable MarginRate. (b) The Loans comprising each LIBOR LIBO Rate Borrowing shall bear interest at the Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus the Applicable MarginRate. (c) [Reserved]. (d) Notwithstanding the foregoingforegoing but in all cases subject to Section 9.05(f), upon the occurrence and during the continuance if any principal of a Specified Default upon delivery of notice thereof by the Administrative Agent, principal or interest on any Loan or other amount payable by the Borrower hereunder is not, in each case, paid or reimbursed when due, whether at stated maturity, upon acceleration or otherwise, the relevant overdue amount shall bear interest, to the fullest extent permitted by applicable Requirements of Law, after as well as before judgment, at a rate per annum equal to (i) in the case of overdue principal or interest of any Loan, two percent (2.0%) 2.00% plus the rate otherwise applicable to such Loan as provided in the preceding paragraphs of this Section 2.12 and or (ii) in the case of any other amountsamount, two percent (2.02.00%) plus the rate applicable ; provided, that no amount shall accrue pursuant to ABR Loans as provided in paragraph (a) of this Section 2.122.13(d) on any overdue amount or other amount that is payable to any Defaulting Lender so long as such Lender is a Defaulting Lender. (de) Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date for such Loan and upon termination of on the CommitmentsMaturity Date applicable to such Loan; provided that (iA) interest accrued pursuant to paragraph (cd) of this Section 2.12 2.13 shall be payable on demand, (iiB) except as provided in Section 2.11(b)(viii) hereof, in the event of any repayment or prepayment of any Loan of any Lender (other than a prepayment of an ABR Loan prior to the end of the Revolving Availability Period with respect to such Lender)Loan, accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment and (iiiC) in the event of any conversion of any LIBOR LIBO Rate Loan prior to the end of the current Interest Period therefor, 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 365/366 366 days in the case of ABR Loansa 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 or Adjusted LIBO Rate shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error. 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 bear interest for one day.