Common use of Interest Rate Options Clause in Contracts

Interest Rate Options. Subject to the provisions of this Section, at the election of the Company, (i) Revolving Credit Loans denominated in Dollars shall bear interest at (A) the Base Rate plus the Applicable Percentage or (B) the LIBOR Rate plus the Applicable Percentage, (ii) Revolving Credit Loans denominated in an Alternative Currency shall bear interest at the LIBOR Rate plus the Applicable Percentage, (iii) the Japanese Yen Loans shall bear interest at (A) the Japanese Base Rate plus the Applicable Percentage and (iv) any Swingline Loan shall bear interest at the LIBOR Market Index Rate plus the Applicable Percentage (provided that the LIBOR Rate shall not be available until three (3) Business Days after the Closing Date unless the Company has delivered to the Administrative Agent a letter in form and substance satisfactory to the Administrative Agent indemnifying the Lenders against any loss or expense which may arise or be attributable to such Lender’s obtaining, liquidating or employing deposits or other funds acquired to effect, fund or maintain any Loan due to any failure of any Borrower to borrow on the date specified therefore in the initial Notice of Borrowing). The Company shall select the rate of interest and Interest Period, if any, applicable to any Revolving Credit Loan at the time a Notice of Borrowing is given or at the time a Notice of Conversion/Continuation is given pursuant to Section 4.2. Any Revolving Credit Loan denominated in Dollars or any portion thereof as to which the Company has not duly specified an interest rate as provided herein shall be deemed a Base Rate Loan and any Revolving Credit Loan or any portion thereof as to which the Company has not duly specified the applicable Permitted Currency (x) in its Notice of Borrowing as provided herein shall be deemed a request for a Revolving Credit Loan denominated in Dollars and (y) in its Notice of Conversion/Continuation as provided herein shall be deemed to be a request for a Revolving Credit Loan denominated in the same Permitted Currency as the Revolving Credit Loan to be converted or continued.

Interest Rate Options. Subject The Borrowers shall pay interest in respect of the outstanding unpaid principal amount of (a) Loans denominated in Dollars as selected by it from the Base Rate Option or LIBOR Rate Option set forth in Section 3.1.1(i) [Revolving Credit Base Rate Option] or Section 3.1.1(ii) [Revolving Credit LIBOR Rate Option], and (b) Optional Currency Loans pursuant to the LIBOR Rate Option set forth in Section 3.1.1(ii) [Revolving Credit LIBOR Rate Option]; it being understood that, subject to the provisions of this SectionAgreement, the Borrowers may select different Interest Rate Options and different Interest Periods to apply simultaneously to the Loans comprising different Borrowing Tranches and may convert to or renew one or more Interest Rate Options with respect to all or any portion of the Loans comprising any Borrowing Tranche; provided that there shall not be at any one time outstanding more than twelve (12) Borrowing Tranches in the aggregate among all of the Loans (including a Borrowing Tranche to which the Base Rate Option Applies); and provided further that if an Event of Default or Potential Default exists and is continuing, the Borrowers may not request, convert to, or renew the LIBOR Rate Option for any Loans and the Required Lenders may demand that all existing Borrowing Tranches bearing interest under the LIBOR Rate Option shall be converted immediately to the Base Rate Option as to Loans advanced in Dollars and to Loans bearing interest at the election of the Company, (i) Revolving Credit Loans denominated in Dollars shall bear interest at (A) the Base Overnight Rate plus the Applicable Percentage or (B) the Margin for LIBOR Rate plus the Applicable Percentage, (ii) Revolving Credit Loans denominated as to any Loans advanced in an Alternative Currency shall bear Optional Currency, subject to the obligation of the Borrowers to pay any indemnity under Section 4.10 [Indemnity] in connection with such conversion. If at any time the designated rate applicable to any Loan made by any Lender exceeds such Lender’s highest lawful rate, the rate of interest at the LIBOR Rate plus the Applicable Percentage, (iii) the Japanese Yen Loans shall bear interest at (A) the Japanese Base Rate plus the Applicable Percentage and (iv) any Swingline on such Lender’s Loan shall bear interest at the LIBOR Market Index Rate plus the Applicable Percentage (provided that the LIBOR Rate shall not be available until three (3) Business Days after the Closing Date unless the Company has delivered to the Administrative Agent a letter in form and substance satisfactory to the Administrative Agent indemnifying the Lenders against any loss or expense which may arise or be attributable limited to such Lender’s obtaining, liquidating or employing deposits or other funds acquired to effect, fund or maintain any Loan due to any failure of any Borrower to borrow highest lawful rate. Interest on the date specified therefore principal amount of each Optional Currency Loan shall be paid by the Borrowers in such Optional Currency. Notwithstanding any provisions to the initial Notice contrary contained in this Agreement or any other Loan Document, the Borrowers shall not be required to pay, and the Lenders shall not be permitted to collect, any amount of Borrowinginterest in excess of the maximum amount of interest permitted by applicable Law (“Excess Interest”). The Company If any Excess Interest is provided for or determined by a court of competent jurisdiction to have been provided for in this Agreement or in any other Loan Document, then, in such event: (1) the provisions of this subsection shall select govern and control; (2) the rate of interest and Borrowers shall not be obligated to pay any Excess Interest; (3) any Excess Interest Periodthat the Lenders may have received hereunder shall be, if any, applicable to any Revolving Credit Loan at the time option of the Required Lenders, (a) applied as a Notice credit against the outstanding principal balance of Borrowing is given the Obligations or at accrued and unpaid interest (not to exceed the time a Notice maximum amount permitted by Law), (b) refunded to the payor thereof, or (c) any combination of Conversion/Continuation is given pursuant to Section 4.2. Any Revolving Credit Loan denominated in Dollars or any portion thereof as to which the Company has not duly specified an foregoing; (4) the interest rate as rates provided for herein shall be deemed a Base Rate automatically reduced to the maximum lawful rate allowed from time to time under applicable Law, and this Agreement and the other Loan and any Revolving Credit Loan or any portion thereof as to which the Company has not duly specified the applicable Permitted Currency (x) in its Notice of Borrowing as provided herein shall be deemed a request for a Revolving Credit Loan denominated in Dollars and (y) in its Notice of Conversion/Continuation as provided herein Documents shall be deemed to have been and shall be a request reformed and modified to reflect such reduction; and (5) the Borrowers shall have no action against the Administrative Agent or any Lender for a Revolving Credit Loan denominated in any damages arising out of the same Permitted Currency as the Revolving Credit Loan payment or collection of any Excess Interest (other than to be converted or continuedenforce this Section 3.1 [Interest Rate Options]).

Interest Rate Options. Subject The Borrowers shall pay interest in respect of the outstanding unpaid principal amount of the Loans as selected by it from the applicable Interest Rate Options specified below applicable to the Revolving Credit Loans, the Accordion Term Loans (to the extent applicable), or the Swing Loans, respectively, it being understood that, subject to the provisions of this SectionAgreement, at the election Borrowing Agent may select different Interest Rate Options and different Interest Periods to apply simultaneously to the Loans comprising different Borrowing Tranches and may renew one or more Interest Rate Options with respect to all or any portion of the CompanyLoans comprising any Borrowing Tranche; provided that there shall not be at any one time outstanding more than an aggregate of 15 Borrowing Tranches of Revolving Credit Loans and of Accordion Term Loans; provided further that if an Event of Default or Potential Default exists and is continuing, the Borrowing Agent may not request or renew any Term Rate Loan Option, Daily Simple SOFR Option or Daily Simple RFR Option for any Loans and the Required Lenders may demand that all existing Borrowing Tranches (i) Revolving Credit Loans denominated in Dollars bearing interest under a Term Rate Loan Option shall bear interest at (A) be converted immediately to the Base Rate plus the Applicable Percentage or (B) the LIBOR Rate plus the Applicable Percentage, Option and (ii) Revolving Credit Loans denominated in an Alternative Currency shall bear interest at the LIBOR Rate plus the Applicable Percentage, either (iiix) the Japanese Yen Loans shall bear interest at (A) in relation to Term Rate Loans, be converted immediately to the Japanese Base Rate plus Option denominated in Dollars (in an amount equal to the Applicable Percentage Dollar Equivalent of such Alternative Currency) at the end of the Interest Period therefor; and (ivB) in relation to Daily Rate Loans, be converted immediately to the Base Rate Option or (y) in relation to Term Rate Loans, be prepaid at the end of the applicable Interest Period in full, subject in all cases to the obligation of the Borrowers to pay any Swingline indemnity hereunder in connection with any such conversion. If at any time the designated rate applicable to any Loan made by any Lender exceeds such Lender’s highest lawful rate, the rate of interest on such Lender’s Loan shall bear interest at the LIBOR Market Index Rate plus the Applicable Percentage (provided that the LIBOR Rate shall not be available until three (3) Business Days after the Closing Date unless the Company has delivered to the Administrative Agent a letter in form and substance satisfactory to the Administrative Agent indemnifying the Lenders against any loss or expense which may arise or be attributable limited to such Lender’s obtaininghighest lawful rate. The applicable Base Rate, liquidating Term SOFR Rate, Daily Simple SOFR, Daily Simple RFR or employing deposits or other funds acquired to effectTerm RFR shall be determined by the Administrative Agent, fund or maintain any Loan due to any failure of any Borrower to borrow and such determination shall be conclusive absent manifest error. Interest on the date specified therefore in the initial Notice principal amount of Borrowing). The Company shall select the rate of interest and Interest Period, if any, applicable to any Revolving Credit Loan at the time a Notice of Borrowing is given or at the time a Notice of Conversion/Continuation is given pursuant to Section 4.2. Any Revolving Credit each Loan denominated in Dollars or any portion thereof as to which the Company has not duly specified an interest rate as provided herein Alternative Currency shall be deemed a Base Rate Loan and any Revolving Credit Loan or any portion thereof as to which paid by the Company has not duly specified the applicable Permitted Currency (x) Borrowers in its Notice of Borrowing as provided herein shall be deemed a request for a Revolving Credit Loan denominated in Dollars and (y) in its Notice of Conversion/Continuation as provided herein shall be deemed to be a request for a Revolving Credit Loan denominated in the same Permitted Currency as the Revolving Credit Loan to be converted or continuedsuch Alternative Currency.

Interest Rate Options. Subject to the provisions of this SectionSection 4.1, at the election of the CompanyBorrower, (i) the aggregate principal balance of any Revolving Credit Loans denominated in Dollars and Swingline Loans (if the Swingline Lender consents to such election) shall bear interest at (Ai) the Base Rate plus or (ii) the Offshore Rate PLUS the Applicable Percentage for Offshore Rate Loans under the 364 Day Facility or the Five Year Facility, as applicable; PROVIDED that (A) such interest rate shall be increased by any amount required pursuant to Section 4.1(f) and (B) the LIBOR Offshore Rate plus the Applicable Percentage, (ii) Revolving Credit Loans denominated in an Alternative Currency shall bear interest at the LIBOR Rate plus the Applicable Percentage, (iii) the Japanese Yen Loans shall bear interest at (A) the Japanese Base Rate plus the Applicable Percentage and (iv) any Swingline Loan shall bear interest at the LIBOR Market Index Rate plus the Applicable Percentage (provided that the LIBOR Rate shall not be available until three (3) Business Days after the Closing Date unless the Company has delivered to the Administrative Agent a letter in form and substance satisfactory to the Administrative Agent indemnifying the Lenders against any loss or expense which may arise or be attributable to such Lender’s obtaining, liquidating or employing deposits or other funds acquired to effect, fund or maintain any Loan due to any failure of any Borrower to borrow on the date specified therefore in the initial Notice of Borrowing)Date. The Company Borrower shall select the rate of interest and Interest Period, if any, applicable to any Revolving Credit Loan or Swingline Loan at the time a Notice of Revolving Credit Borrowing is given pursuant to Section 2.2, or at the time a Notice of Swingline Borrowing is given pursuant to Section 2.6(d) or at the time a Notice of Conversion/Continuation is given pursuant to Section 4.2. Each Revolving Credit Loan, Swingline Loan, or portion thereof bearing interest based on the Base Rate shall be a "Base Rate Loan," and each Revolving Credit Loan, Swingline Loan, or portion thereof bearing interest based on the Offshore Rate shall be an "Offshore Rate Loan." Any Revolving Credit Loan denominated in Dollars or Swingline Loan or any portion thereof as to which the Company Borrower has not duly specified an interest rate as provided herein shall be deemed a Base Rate Loan. A Competitive Bid Loan and any Revolving Credit Loan or any portion thereof as to which will bear interest at the Company has not duly Competitive Bid Rate specified the applicable Permitted Currency (x) in its Notice of Borrowing as provided herein shall be deemed a request for a Revolving Credit Loan denominated in Dollars and (y) in its Notice of Conversion/Continuation as provided herein shall be deemed to be a request for a Revolving Credit Loan denominated in the same Permitted Currency as Competitive Bid accepted by the Revolving Credit Loan Borrower with respect to be converted or continuedsuch Competitive Bid Loan.

Interest Rate Options. Subject The Borrower shall pay interest in respect of the outstanding unpaid principal amount of the Loans as selected by it from the Base Rate Option, Term SOFR Rate Option or Daily SOFR Option specified below applicable to the Revolving Credit Loans or the Swing Loans, respectively, it being understood that, subject to the provisions of this SectionAgreement, at the election Borrower may select different Interest Rate Options and (in the case of the Company, Revolving Credit Loans bearing interest under the Term SOFR Rate Option) different Interest Periods to apply simultaneously to the Revolving Credit Loans comprising different Borrowing Tranches and may convert to or renew one or more Interest Rate Options with respect to all or any portion of the Revolving Credit Loans comprising any Borrowing Tranche; provided that there shall not be at any one time outstanding more than ten (10) Borrowing Tranches in the aggregate among all of the Loans; provided further that if an Event of Default or Potential Default exists and is continuing (i) the Borrower may not request, convert to, or renew the Term SOFR Rate Option for any Revolving Credit Loans denominated in Dollars and the Required Lenders may demand that all existing Borrowing Tranches bearing interest under the Term SOFR Rate Option shall bear interest at (A) be converted immediately to the Base Rate plus Option, subject to the Applicable Percentage or (B) obligation of the LIBOR Rate plus the Applicable Percentage, Borrower to pay any indemnity under Section 5.10 [Indemnity] in connection with such conversion and (ii) Revolving Credit the Borrower may not request the Daily SOFR Option for any Swing Loans denominated in an Alternative Currency and the Swing Loan Lender may demand that all existing Swing Loans bearing interest under the Daily SOFR Option shall bear interest at be converted immediately to the LIBOR Rate plus the Applicable Percentage, (iii) the Japanese Yen Loans shall bear interest at (A) the Japanese Base Rate plus Option. If at any time the Applicable Percentage and (iv) designated rate applicable to any Swingline Loan made by any Lender exceeds such Lender’s highest lawful rate, the rate of interest on such Lender’s Loan shall bear interest at the LIBOR Market Index Rate plus the Applicable Percentage (provided that the LIBOR Rate shall not be available until three (3) Business Days after the Closing Date unless the Company has delivered to the Administrative Agent a letter in form and substance satisfactory to the Administrative Agent indemnifying the Lenders against any loss or expense which may arise or be attributable limited to such Lender’s obtaining, liquidating or employing deposits or other funds acquired to effect, fund or maintain any Loan due to any failure of any Borrower to borrow on the date specified therefore in the initial Notice of Borrowing)highest lawful rate. The Company shall select the rate of interest and Interest Periodapplicable Base Rate, if any, applicable to any Revolving Credit Loan at the time a Notice of Borrowing is given Term SOFR Rate or at the time a Notice of Conversion/Continuation is given pursuant to Section 4.2. Any Revolving Credit Loan denominated in Dollars or any portion thereof as to which the Company has not duly specified an interest rate as provided herein Daily SOFR shall be deemed a Base Rate Loan determined by the Administrative Agent, and any Revolving Credit Loan or any portion thereof as to which the Company has not duly specified the applicable Permitted Currency (x) in its Notice of Borrowing as provided herein such determination shall be deemed a request for a Revolving Credit Loan denominated in Dollars and conclusive absent manifest error. (y) in its Notice of Conversion/Continuation as provided herein shall be deemed to be a request for a Revolving Credit Loan denominated in the same Permitted Currency as the Revolving Credit Loan to be converted or continued.a)

Interest Rate Options. Subject The Borrowers shall pay interest in respect of the outstanding unpaid principal amount of the Loans as selected by them from the Base Rate Option or LIBOR Rate Option set forth below applicable to the Loans, it being understood that, subject to the provisions of this SectionAgreement, at the election Borrowers may select different Interest Rate Options and different Interest Periods to apply simultaneously to the Loans comprising different Borrowing Tranches and may convert to or renew one or more Interest Rate Options with respect to all or any portion of the Company, Loans comprising any Borrowing Tranche; provided that there shall not be at any one time outstanding more than eight (i) Revolving Credit 8) Borrowing Tranches in the aggregate among all of the Loans denominated in Dollars shall bear interest at (A) including a Borrowing Tranche to which the Base Rate plus Option Applies); provided that only the Applicable Percentage Base Rate or (B) such other interest rates as PNC Bank and the Borrowers may agree to from time to time shall apply to the Swing Loans; and provided further that if an Event of Default or Potential Default exits and is continuing, the Borrowers may not request, convert to, or renew the LIBOR Rate plus Option for any Loans and the Applicable Percentage, (ii) Revolving Credit Loans denominated in an Alternative Currency shall bear Required Lenders may demand that all existing Borrowing Tranches bearing interest at under the LIBOR Rate plus Option shall be converted immediately to the Applicable Percentage, (iii) the Japanese Yen Loans shall bear interest at (A) the Japanese Base Rate plus Option, subject to the Applicable Percentage and (iv) obligation of the Borrowers to pay any Swingline indemnity under Section 4.9 [Indemnity] in connection with such conversion. If at any time the designated rate applicable to any Loan made by any Lender exceeds such Lender’s highest lawful rate, the rate of interest on such Lender’s Loan shall bear interest at the LIBOR Market Index Rate plus the Applicable Percentage (provided that the LIBOR Rate shall not be available until three (3) Business Days after the Closing Date unless the Company has delivered to the Administrative Agent a letter in form and substance satisfactory to the Administrative Agent indemnifying the Lenders against any loss or expense which may arise or be attributable limited to such Lender’s obtaininghighest lawful rate. Notwithstanding any provisions to the contrary contained in this Agreement or any other Loan Document, liquidating or employing deposits or other funds acquired the Borrowers shall not be required to effectpay, fund or maintain and the Lenders shall not be permitted to collect, any Loan due to any failure amount of any Borrower to borrow on interest in excess of the date specified therefore in the initial Notice maximum amount of Borrowinginterest permitted by applicable Law (“Excess Interest”). The Company If any Excess Interest is provided for or determined by a court of competent jurisdiction to have been provided for in this Agreement or in any other Loan Document, then, in such event: (1) the provisions of this subsection shall select govern and control; (2) the rate of interest and Borrowers shall not be obligated to pay any Excess Interest; (3) any Excess Interest Periodthat the Lenders may have received hereunder shall be, if any, applicable to any Revolving Credit Loan at the time option of the Required Lenders, (a) applied as a Notice credit against the outstanding principal balance of Borrowing is given the Obligations or at accrued and unpaid interest (not to exceed the time a Notice maximum amount permitted by Law), (b) refunded to the payor thereof, or (c) any combination of Conversion/Continuation is given pursuant to Section 4.2. Any Revolving Credit Loan denominated in Dollars or any portion thereof as to which the Company has not duly specified an foregoing; (4) the interest rate as rates provided for herein shall be deemed a Base Rate automatically reduced to the maximum lawful rate allowed from time to time under applicable Law, and this Agreement and the other Loan and any Revolving Credit Loan or any portion thereof as to which the Company has not duly specified the applicable Permitted Currency (x) in its Notice of Borrowing as provided herein shall be deemed a request for a Revolving Credit Loan denominated in Dollars and (y) in its Notice of Conversion/Continuation as provided herein Documents shall be deemed to have been and shall be a request reformed and modified to reflect such reduction; and (5) the Borrowers shall have no action against the Administrative Agent or any Lender for a Revolving Credit Loan denominated in any damages arising out of the same Permitted Currency as the Revolving Credit Loan payment or collection of any Excess Interest (other than to be converted or continuedenforce this Section 3.1 [Interest Rate Options]).

Interest Rate Options. Subject to the provisions of this SectionSection 4.1, at the election of the CompanyBorrower, (i) Revolving Credit Loans denominated in Dollars shall bear interest at (A) the Base Rate plus the Applicable Percentage Margin as set forth in Section 4.1(c) or (B) the LIBOR Rate plus the Applicable PercentageMargin as set forth in Section 4.1(c), (ii) Revolving Credit Loans denominated in an Alternative Currency Loans shall bear interest at the LIBOR Rate plus the Applicable Percentage, Margin as set forth in Section 4.1(c) and (iii) the Japanese Yen Swingline Loans shall bear interest at (A) the Japanese Base Rate plus the Applicable Percentage and (iv) any Swingline Loan shall bear interest at the LIBOR Market Index Rate plus the Applicable Percentage (Margin as set forth in Section 4.1(c); provided that the LIBOR Rate shall not be available until three (3) Business Days after the Closing Date unless the Company has delivered to the Administrative Agent a letter in form and substance satisfactory to the Administrative Agent indemnifying the Lenders against any loss or expense which may arise or be attributable to such Lender’s obtaining, liquidating or employing deposits or other funds acquired to effect, fund or maintain any Loan due to any failure of any Borrower to borrow on the date specified therefore in the initial Notice of Borrowing)Date. The Company Borrower shall select the rate of interest and Interest Period, if any, applicable to any Revolving Credit Loan at the time a Notice of Borrowing is given pursuant to Section 2.4 or 3.5 or at the time a Notice of Conversion/Continuation is given pursuant to Section 4.2. Each Loan or portion thereof bearing interest based on the Base Rate (including, without limitation, each Swingline Loan) shall be a "Base Rate Loan" and each Loan or portion thereof bearing interest based on the LIBOR Rate shall be a "LIBOR Rate Loan." Any Revolving Credit Loan denominated in Dollars or any portion thereof as to which the Company Borrower has not duly specified an interest rate as provided herein shall be deemed a Base Rate Loan and any Revolving Credit denominated in Dollars. Any Alternative Currency Loan or any portion thereof as to which the Company Borrower has not duly specified the applicable Permitted Currency (x) in its Notice of Borrowing an interest rate as provided herein shall be deemed a request for a Revolving Credit LIBOR Rate Loan denominated in Dollars with an Interest Period of one (1) month and (y) in its Notice of Conversion/Continuation as provided herein shall be deemed to be a request for a Revolving Credit Loan denominated in the same Permitted Currency as the Revolving Credit Loan to be converted or continued.made four (4) Business Days after receipt of such notice

Interest Rate Options. Subject The Borrower shall pay interest in respect of the outstanding unpaid principal amount of the Loans as selected by it from the Base Rate Option or Euro-Rate Option set forth below applicable to the Loans, it being understood that, subject to the provisions of this SectionAgreement, at the election Borrower may select different Interest Rate Options and different Interest Periods to apply simultaneously to the Loans comprising different Borrowing Tranches and may convert to or renew one or more Interest Rate Options with respect to all or any portion of the CompanyLoans comprising any Borrowing Tranche, provided that there shall not be at any one time outstanding more than eight (i) Revolving Credit 8) Borrowing Tranches in the aggregate among all of the Loans denominated in Dollars shall bear interest at (A) including a Borrowing Tranche to which the Base Rate plus Option applies) and provided further that only the Applicable Percentage or (B) the LIBOR Rate plus the Applicable Percentage, (ii) Revolving Credit Loans denominated in an Alternative Currency shall bear interest at the LIBOR Rate plus the Applicable Percentage, (iii) the Japanese Yen Loans shall bear interest at (A) the Japanese Base Rate plus or such other interest rates as PNC Bank and the Applicable Percentage and (iv) any Swingline Loan Borrower may agree to from time to time shall bear interest at the LIBOR Market Index Rate plus the Applicable Percentage (provided that the LIBOR Rate shall not be available until three (3) Business Days after the Closing Date unless the Company has delivered apply to the Administrative Agent a letter in form and substance satisfactory Swing Loans. If at any time the designated rate applicable to the Administrative Agent indemnifying the Lenders against any loss or expense which may arise or be attributable to such Lender’s obtaining, liquidating or employing deposits or other funds acquired to effect, fund or maintain any Loan due to made by any failure of any Borrower to borrow on the date specified therefore in the initial Notice of Borrowing). The Company shall select Bank exceeds such Bank's highest lawful rate, the rate of interest on such Bank's Loan shall be limited to such Bank's highest lawful rate. Notwithstanding any provisions to the contrary contained in this Agreement or any other Loan Document, the Borrower shall not be required to pay, and the Banks shall not be permitted to collect, any amount of interest in excess of the maximum amount of interest permitted by applicable Law ("Excess Interest"). If any Excess Interest Periodis provided for or determined by a court of competent jurisdiction to have been provided for in this Agreement or in any other Loan Document, if anythen, applicable in such event: (1) the provisions of this subsection shall govern and control; (2) the Borrower shall not be obligated to pay any Revolving Credit Loan Excess Interest; (3) any Excess Interest that the Banks may have received hereunder shall be, at the time option of the Required Banks, (a) applied as a Notice credit against the outstanding principal balance of Borrowing is given the Obligations or at accrued and unpaid interest (not to exceed the time a Notice maximum amount permitted by Law), (b) refunded to the payor thereof, or (c) any combination of Conversion/Continuation is given pursuant to Section 4.2. Any Revolving Credit Loan denominated in Dollars or any portion thereof as to which the Company has not duly specified an foregoing; (4) the interest rate as rates provided for herein shall be deemed a Base Rate automatically reduced to the maximum lawful rate allowed from time to time under applicable Law, and this Agreement and the other Loan and any Revolving Credit Loan or any portion thereof as to which the Company has not duly specified the applicable Permitted Currency (x) in its Notice of Borrowing as provided herein shall be deemed a request for a Revolving Credit Loan denominated in Dollars and (y) in its Notice of Conversion/Continuation as provided herein Documents shall be deemed to have been and shall be a request reformed and modified to reflect such reduction; and (5) the Borrower shall have no action against the Administrative Agent or any Bank for a Revolving Credit any damages arising out of the payment or collection of any Excess Interest (other than to enforce this Section 3.1 [Interest Rate Options]). Interest on the principal amount of each Loan denominated made in an Optional Currency shall be paid by the same Permitted Currency as the Revolving Credit Loan to be converted or continuedBorrower in such Optional Currency.

Interest Rate Options. Subject The Borrowers shall pay interest in respect of the outstanding unpaid principal amount of the Loans as selected by them from the Base Rate Option or Term Rate Loan Option set forth below applicable to the Loans, it being understood that, subject to the provisions of this SectionAgreement, at the election all Revolving Credit Loans made as part of the Companysame Borrowing Tranche shall be made to the same Borrower and shall consist of the same Interest Rate Option, and the same Interest Period shall apply to such Loans that are part of the same Borrowing Tranche; provided that the Borrowers may select different Interest Rate Options and different Interest Periods to apply simultaneously to the Loans comprising different Borrowing Tranches and may convert to or renew one or more Interest Rate Options with respect to all or any portion of the 4860-7040-4657, v.1 Loans comprising any Borrowing Tranche; provided further that there shall not be at any one time outstanding more than twelve (12) Borrowing Tranches in the aggregate among all of the Loans and provided further that if an Event of Default or Potential Default exists and is continuing, the Borrowers may not request, convert to, or renew the Term Rate Loan Option or the Daily Simple RFR Option, as applicable, for any Loans and the Required Lenders may demand that all existing Borrowing Tranches (i) Revolving Credit Loans denominated in Dollars bearing interest under a Term Rate Loan Option shall bear interest at be converted immediately to the Base Rate Option and (ii) denominated in an Optional Currency shall either (x) (A) in relation to Term Rate Loans, be converted immediately to the Base Rate plus Option denominated in Dollars (in an amount equal to the Applicable Percentage or Dollar Equivalent of such Optional Currency) at the end of the Interest Period therefor; and (B) in relation to Daily Rate Loans, be converted immediately to the LIBOR Base Rate plus the Applicable PercentageOption or (y) in relation to Term Rate Loans, (ii) Revolving Credit Loans denominated in an Alternative Currency shall bear interest be prepaid at the LIBOR Rate plus end of the Applicable Percentageapplicable Interest Period in full, (iii) the Japanese Yen Loans shall bear interest at (A) the Japanese Base Rate plus the Applicable Percentage and (iv) any Swingline Loan shall bear interest at the LIBOR Market Index Rate plus the Applicable Percentage (provided that the LIBOR Rate shall not be available until three (3) Business Days after the Closing Date unless the Company has delivered subject to the Administrative Agent a letter obligation of the Borrowers to pay any indemnity under Section 5.10 [Indemnity] in form and substance satisfactory connection with such conversion. If at any time the designated rate applicable to the Administrative Agent indemnifying the Lenders against any loss or expense which may arise or be attributable to Loan made by any Lender exceeds such Lender’s obtaining's highest lawful rate, liquidating or employing deposits or other funds acquired to effect, fund or maintain any Loan due to any failure of any Borrower to borrow on the date specified therefore in the initial Notice of Borrowing). The Company shall select the rate of interest and Interest Period, if any, applicable to any Revolving Credit on such Lender's Loan at the time a Notice of Borrowing is given or at the time a Notice of Conversion/Continuation is given pursuant to Section 4.2. Any Revolving Credit Loan denominated in Dollars or any portion thereof as to which the Company has not duly specified an interest rate as provided herein shall be deemed a limited to such Lender's highest lawful rate. The applicable Base Rate Loan and any Revolving Credit Loan Rate, Eurocurrency Rate, Term SOFR Rate, Daily Simple RFR, or any portion thereof as to which the Company has not duly specified the applicable Permitted Currency (x) in its Notice of Borrowing as provided herein Term RFR shall be deemed a request for a Revolving Credit Loan denominated in Dollars determined by the Administrative Agent, and (y) in its Notice of Conversion/Continuation as provided herein such determination shall be deemed to conclusive absent manifest error. Interest on the principal amount of each Optional Currency Loan shall be a request for a Revolving Credit Loan denominated paid by the Borrowers in the same Permitted Currency as the Revolving Credit Loan to be converted or continuedsuch Optional Currency.

Interest Rate Options. Subject to the provisions of this Section, at the election of the CompanySection 2.09, (i) Revolving Credit Loans denominated in Dollars shall bear interest at (A) the Alternate Base Rate plus the Applicable Percentage or (B) the LIBOR Rate Adjusted LIBO RateBenchmark plus the Applicable Percentage, at the election of the Borrower, (ii) Revolving Credit Loans denominated in an Alternative Currency Sterling shall bear interest at the LIBOR Adjusted LIBO Rate plus the Applicable Percentage, (iii) the Japanese Yen Revolving Loans denominated in Euros shall bear interest at EURIBOR plus the Applicable Percentage, (Aiv) Revolving Loans denominated in Canadian Dollars shall bear interest the Japanese Base CDOR Rate plus the Applicable Percentage, (v) Revolving Loans denominated in Australian Dollars shall bear interest at BBSY plus the Applicable Percentage, (vi) Revolving Loans denominated in any othera Permitted Alternative Currency shall bear interest at the LIBO Rateapplicable Benchmark plus the Applicable Percentage and (ivviiiii) any Swingline Loan Loans shall bear interest at the LIBOR Market Index Rate plus the Applicable Percentage (provided that the LIBOR Rate shall not be available until three (3) Business Days after the Closing Date unless the Company has delivered to the Administrative Agent a letter in form and substance satisfactory to the Administrative Agent indemnifying the Lenders against any loss or expense which may arise or be attributable to such Lender’s obtaining, liquidating or employing deposits or other funds acquired to effect, fund or maintain any Loan due to any failure of any Borrower to borrow on the date specified therefore in the initial Notice of Borrowing)Percentage. The Company Borrower shall select the rate of interest interestspecify the Permitted Currency and Interest Period, if any, applicable to any Revolving Credit Loan at the time a Notice of Borrowing is given pursuant to Section 2.03 or at the time a Notice of Conversion/Continuation is given pursuant to Section 4.22.10. Any Revolving Credit Loan denominated in Dollars or any portion thereof as to which the Company has not duly specified an interest rate as provided herein shall be deemed a Base Rate Loan and any Revolving Credit Loan or any portion thereof as to which the Company Borrower has not duly specified the applicable an interest ratethe Permitted Currency and Interest Period (xexcluding Alternative CurrencyDaily Simple RFR Loans) in its Notice of Borrowing as provided herein shall be deemed a request for a Revolving Credit an ABR Loan denominated in Dollars Dollars. Requests for Alternative CurrencyEurodollar Loans, Term RFR Loans or Eurocurrency Loans as to which the Borrower has not duly specified an interest rate and (y) in its Notice of Conversion/Continuation as provided herein interest periodInterest Period shall be deemed to be a request arequests for LIBO Rate LoanLoans, Term RFR Loans or Eurocurrency Loans, as applicable, for a Revolving Credit Loan one (1) month interest periodInterest Period. Notwithstanding the foregoing, after the USD LIBOR Transition Date, any requests for Eurodollar Loans shall be deemed requests for RFR Loans denominated in the same Permitted Currency as the Revolving Credit Loan to be converted or continuedDollars.

Interest Rate Options. Subject to the provisions of this Section, at the election of the Company, (i) Revolving Credit Loans denominated in Dollars shall bear interest at (A) the may be Base Rate plus Loans or Eurodollar Rate Loans. Tranche B Loans denominated in an Offshore Currency shall be limited to Offshore Rate Loans. Fixed Rate Loans and Base Rate Loans may be outstanding at the Applicable Percentage same time and, so long as no Default or Event of Default shall have occurred and be continuing, the Borrower shall have the option to elect (Bi) in the LIBOR Rate plus case of Loans made in Dollars, the Applicable PercentageType of Loan (subject to the first sentence of this Section 4.2), (ii) Revolving Credit Loans denominated in an Alternative Currency shall bear interest at the LIBOR case of Fixed Rate plus Loans, the Applicable Percentage, duration of the initial and any subsequent Interest Periods and (iii) the Japanese Yen to Convert or Continue Loans shall bear interest at made in Dollars in accordance with Sections 2.4(a) and 4.3, as applicable (ATranche B Loans made in Offshore Currencies being subject to Section 4.1(b)); provided, however, (a) the Japanese Base Rate plus the Applicable Percentage and (iv) any Swingline Loan shall bear interest at the LIBOR Market Index Rate plus the Applicable Percentage (provided that the LIBOR Rate there shall not be available until three outstanding at any one time Fixed Rate Loans having more than ten (310) Business Days after different Interest Periods, (b) no Eurodollar Rate Loan under the Closing Tranche A Revolving Credit Facility shall have an Interest Period that extends beyond the Tranche A Stated Termination Date unless and (c) no Fixed Rate Loan under the Company has delivered to Tranche B Revolving Credit Facility shall have an Interest Period that extends beyond the Administrative Tranche B Stated Termination Date. If the Agent does not receive a letter in form and substance satisfactory to Borrowing Notice or an Interest Rate Selection Notice giving notice of election of the Administrative Agent indemnifying the Lenders against any loss duration of an Interest Period or expense which may arise or be attributable to such Lender’s obtaining, liquidating or employing deposits or other funds acquired to effect, fund or maintain any Loan due to any failure of Conversion of any Borrower Base Rate Loan to borrow on a Eurodollar Rate Loan or Continuation of a Fixed Rate Loan by the date specified therefore time prescribed by Sections 2.4(a) and 4.3, as applicable, (x) in the initial Notice case of Borrowing). The Company shall select the rate of interest and Interest Period, if any, applicable to any Revolving Credit Loan at the time a Notice of Borrowing is given or at the time a Notice of Conversion/Continuation is given pursuant to Section 4.2. Any Revolving Credit Loan Loans that are denominated in Dollars or any portion thereof as to which Dollars, the Company has not duly specified an interest rate as provided herein Borrower shall be deemed to have elected to obtain or Convert such Loan to (or Continue such Loan as) a Base Rate Loan and any Revolving Credit Loan or any portion thereof as to which until the Company has not duly specified Borrower notifies the applicable Permitted Currency (x) Agent in its Notice of Borrowing as provided herein shall be deemed a request for a Revolving Credit Loan denominated in Dollars accordance with Section 4.3 and (y) in its Notice the case of Conversion/Continuation Offshore Rate Loans, Section 4.1(b) shall apply. The Borrower shall not be entitled to elect or Continue any Loan as provided herein or Convert any Loan into a Fixed Rate Loan if a Default or Event of Default shall have occurred and be deemed to be a request for a Revolving Credit Loan denominated in the same Permitted Currency as the Revolving Credit Loan to be converted or continuedcontinuing.

Interest Rate Options. Subject to the provisions of this Sectionthe Existing Agreement relating to default interest and numbers of Borrowing Tranches, at the election Borrowers shall pay interest in respect of the Companyoutstanding unpaid principal amount of the Loans denominated in Affected Currencies as selected by it from the applicable Interest Rate Options specified below applicable to the Revolving Credit Loans, it being understood that, subject to the provisions of the Agreement, the Borrowers may select different Interest Rate Options and different Interest Periods to apply simultaneously to the Loans denominated in Affected Currencies comprising different Borrowing Tranches and may renew one or more Interest Rate Options with respect to all or any portion of the Loans denominated in Affected Currencies comprising any Borrowing Tranche; provided that if an Event of Default or Potential Default exists and is continuing, the Borrowers may not request or renew any Term RFR Option or Daily Simple RFR Option for any Loans and the Required Banks 264656894 may demand that all existing Borrowing Tranches denominated in the Affected Currency shall either (i) Revolving Credit Loans denominated in Dollars shall bear interest at (A) the Base Rate plus the Applicable Percentage or (B) the LIBOR Rate plus the Applicable Percentage, (ii) Revolving Credit Loans denominated in an Alternative Currency shall bear interest at the LIBOR Rate plus the Applicable Percentage, (iii) the Japanese Yen Loans shall bear interest at (A) the Japanese Base Rate plus the Applicable Percentage and (iv) any Swingline Loan shall bear interest at the LIBOR Market Index Rate plus the Applicable Percentage (provided that the LIBOR Rate shall not be available until three (3) Business Days after the Closing Date unless the Company has delivered to the Administrative Agent a letter in form and substance satisfactory to the Administrative Agent indemnifying the Lenders against any loss or expense which may arise or be attributable to such Lender’s obtaining, liquidating or employing deposits or other funds acquired to effect, fund or maintain any Loan due to any failure of any Borrower to borrow on the date specified therefore in the initial Notice of Borrowing). The Company shall select the rate of interest and Interest Period, if any, applicable to any Revolving Credit Loan at the time a Notice of Borrowing is given or at the time a Notice of Conversion/Continuation is given pursuant to Section 4.2. Any Revolving Credit Loan denominated in Dollars or any portion thereof as to which the Company has not duly specified an interest rate as provided herein shall be deemed a Base Rate Loan and any Revolving Credit Loan or any portion thereof as to which the Company has not duly specified the applicable Permitted Currency (x) in its Notice of Borrowing as provided herein shall relation to Term RFR Rate Loans, be deemed a request for a Revolving Credit Loan converted to the Base Rate Option denominated in Dollars (in an amount equal to the Dollar Equivalent of such Affected Currency) at the end of the Interest Period therefor; and (y) in its Notice relation to Daily Simple RFR Loans, be converted immediately to the Base Rate Option denominated in Dollars (in an amount equal to the Dollar Equivalent of Conversion/Continuation as provided herein such Affected Currency), subject in all cases to the obligation of the Borrowers to pay any indemnity under Section 5.10 of the Agreement in connection with any such conversion. If at any time the designated rate applicable to any Loan made by any Bank exceeds such Bank’s highest lawful rate, the rate of interest on such Bank’s Loan shall be deemed limited to such Bank’s highest lawful rate. The applicable Base Rate, Daily Simple RFR or Term RFR shall be a request for a Revolving Credit determined by the Administrative Agent, and such determination shall be conclusive absent manifest error. Interest on the principal amount of each Loan denominated in the same Permitted Affected Currency as shall be paid by the Revolving Credit Loan to be converted or continuedBorrowers in such Affected Currency.

Interest Rate Options. Subject to the provisions of this Sectionthe Existing Agreement relating to default interest and numbers of Borrowing Tranches, at the election Borrowers shall pay interest in respect of the Companyoutstanding unpaid principal amount of the Loans denominated in Affected Currencies as selected by it from the applicable Interest Rate Options specified below applicable to the Revolving Credit Loans, it being understood that, subject to the provisions of the Agreement, the Borrowers may select different Interest Rate Options and different Interest Periods to apply simultaneously to the Loans denominated in Affected Currencies comprising different Borrowing Tranches and may renew one or more Interest Rate Options with respect to all or any portion of the Loans denominated in Affected Currencies comprising any Borrowing Tranche; provided that if an Event of Default or Potential Default exists and is continuing, the Borrowers may not request or renew any Term RFR Option or Daily Simple RFR Option for any Loans and the Required Lenders may demand that all existing Borrowing Tranches denominated in an Affected Currency shall either (i) Revolving Credit Loans denominated in Dollars shall bear interest at (A) the Base Rate plus the Applicable Percentage or (B) the LIBOR Rate plus the Applicable Percentage, (ii) Revolving Credit Loans denominated in an Alternative Currency shall bear interest at the LIBOR Rate plus the Applicable Percentage, (iii) the Japanese Yen Loans shall bear interest at (A) the Japanese Base Rate plus the Applicable Percentage and (iv) any Swingline Loan shall bear interest at the LIBOR Market Index Rate plus the Applicable Percentage (provided that the LIBOR Rate shall not be available until three (3) Business Days after the Closing Date unless the Company has delivered to the Administrative Agent a letter in form and substance satisfactory to the Administrative Agent indemnifying the Lenders against any loss or expense which may arise or be attributable to such Lender’s obtaining, liquidating or employing deposits or other funds acquired to effect, fund or maintain any Loan due to any failure of any Borrower to borrow on the date specified therefore in the initial Notice of Borrowing). The Company shall select the rate of interest and Interest Period, if any, applicable to any Revolving Credit Loan at the time a Notice of Borrowing is given or at the time a Notice of Conversion/Continuation is given pursuant to Section 4.2. Any Revolving Credit Loan denominated in Dollars or any portion thereof as to which the Company has not duly specified an interest rate as provided herein shall be deemed a Base Rate Loan and any Revolving Credit Loan or any portion thereof as to which the Company has not duly specified the applicable Permitted Currency (x) in its Notice of Borrowing as provided herein shall relation to Term RFR Rate Loans, be deemed a request for a Revolving Credit Loan converted immediately to the Base Rate Option denominated in Dollars (in an amount equal to the Dollar Equivalent of such Affected Currency) at the end of the Interest Period therefor; and (y) in its Notice relation to Daily Simple RFR Loans, be converted immediately to the Base Rate Option denominated in Dollars (in an amount equal to the Dollar Equivalent of Conversion/Continuation as provided herein such Affected Currency) or (ii) in relation to Term RFR Rate Loans, be prepaid at the end of the applicable Interest Period in full, subject in all cases to the obligation of the Borrowers to pay any indemnity under the Agreement in connection with any such conversion. If at any time the designated rate applicable to any Loan made by any Lender exceeds such Lender’s highest lawful rate, the rate of interest on such Lender’s Loan shall be deemed limited to such Lender’s highest lawful rate. The applicable Base Rate, Daily Simple RFR or Term RFR shall be a request for a Revolving Credit Loan denominated in determined by the same Permitted Currency as the Revolving Credit Loan to Administrative Agent, and such determination shall be converted or continued.conclusive absent manifest

Interest Rate Options. Subject to Loans made on the provisions of this Section, at Closing Date and during the election of the Company, (i) Revolving Credit Initial Interest Period shall be Base Rate Loans denominated in Dollars and shall bear interest at (A) the Base Rate plus the Applicable Percentage or Margin (Bthe "Applicable Margin") as set forth below in this Section 3.1. Thereafter, Foreign Currency Loans shall bear interest at the LIBOR IBOR Rate plus the Applicable PercentageMargin, Base Rate Loans shall bear interest at a rate equal to the higher of the (i) Floor Rate or the (ii) Revolving Credit Base Rate plus the Applicable Margin, Swingline Loans denominated in an Alternative Currency shall bear interest at the Base Rate plus the Applicable Margin, and, LIBOR Rate Loans shall bear interest at the LIBOR Rate plus the Applicable PercentageMargin. The Applicable Margin may be a negative number. On behalf of the Co-Borrowers, (iii) the Japanese Yen Loans Company shall bear interest at (A) the Japanese determine whether a Revolving Loan is to be a Base Rate plus the Applicable Percentage and (iv) any Swingline Loan shall bear interest at the LIBOR Market Index Rate plus the Applicable Percentage (provided that the Loan, LIBOR Rate shall not be available until three (3) Business Days after the Closing Date unless the Company has delivered to the Administrative Agent a letter in form Loan, or Foreign Currency Loan and substance satisfactory to the Administrative Agent indemnifying the Lenders against any loss or expense which may arise or be attributable to such Lender’s obtaining, liquidating or employing deposits or other funds acquired to effect, fund or maintain any Loan due to any failure of any Borrower to borrow on the date specified therefore in the initial Notice of Borrowing). The Company shall select the rate of interest and Interest Period, if any, applicable to any Revolving Credit Loan at the time a Notice of Borrowing is given pursuant to Section 2.2 or at the time a Notice of Conversion/Continuation is given pursuant to Section 4.23.2. Any Revolving Credit Loan denominated in Dollars or any portion thereof as to which the Company has not duly specified an interest rate as provided herein shall be deemed a Base Rate Loan and any Revolving Credit Loan, and, if it is a LIBOR Rate Loan or any portion thereof a Foreign Currency Loan for which an Interest Period has ended, shall, so long as to which the Company no Event of Default has not duly specified the applicable Permitted Currency (x) in its Notice of Borrowing as provided herein occurred and shall be deemed a request for a Revolving Credit Loan denominated in Dollars and (y) in its Notice of Conversion/Continuation as provided herein shall continuing, be deemed to be renewed as a request for Base Rate Loan and, in each case, no Event of Default shall arise as a Revolving Credit Loan denominated in the same Permitted Currency as the Revolving Credit Loan to be converted or continuedresult thereof.

Interest Rate Options. Subject to the provisions of this Section, at the election of the Company, (i) Revolving Credit Loans and USD Revolving Credit Loans denominated in Dollars shall bear interest at (A) the Base Rate plus the Applicable Percentage or (B) (I) prior to the USD LIBOR Transition Date, the Eurocurrency Rate plus the Applicable Percentage or (II) on and after the USD LIBOR Transition Date, the Benchmark ReplacementAdjusted Term SOFR plus the Applicable Percentage, (ii) Revolving Credit Loans denominated in an Alternative Currency Euros or Yen or other Currencies (other than Dollars or Pounds Sterling) shall bear interest at the LIBOR Eurocurrency Rate plus the Applicable Percentage, (iii) Revolving Credit Loans denominated in Pounds Sterling shall bear interest at the Daily Simple RFR plus the Applicable Percentage, (iv) the Japanese Yen Loans shall bear interest at (A) the Japanese Base Rate plus the Applicable Percentage and Percentage, (ivv) any each Swingline Loan denominated in Dollars shall bear interest at (A) the LIBOR Market Index USD Swingline Rate plus the Applicable Percentage or (provided that B) during any period in which the LIBOR USD Swingline Rate is unavailable or unascertainable, the Base Rate plus the Applicable Percentage for Base Rate Loans and (vi) each Swingline Loan denominated in Pounds Sterling shall not be available until three bear interest at (3A) Business Days after the Closing Date unless Pounds Sterling Swingline Rate plus the Company has delivered to Applicable Percentage or (B) during any period in which the Administrative Agent a letter in form and substance satisfactory to Pounds Sterling Swingline Rate is unavailable or unascertainable, the Administrative Agent indemnifying Base Rate plus the Lenders against any loss or expense which may arise or be attributable to such Lender’s obtaining, liquidating or employing deposits or other funds acquired to effect, fund or maintain any Loan due to any failure of any Borrower to borrow on the date specified therefore in the initial Notice of Borrowing)Applicable Percentage for Base Rate Loans. The Company shall select the rate of interest and Interest Period, if any, applicable to any Revolving Credit Loan or USD Revolving Credit Loan at the time a Notice of Borrowing is given or at the time a Notice of Conversion/Continuation is given pursuant to Section 4.2. Any Revolving Credit Loan or USD Revolving Credit Loan denominated in Dollars or any portion thereof as to which the Company has not duly specified an interest rate as provided herein shall be deemed a Base Rate Loan and any Revolving Credit Loan or any portion thereof as to which the Company has not duly specified the applicable Permitted Currency (x) in its Notice of Borrowing as provided herein shall be deemed a request for a Revolving Credit Loan denominated in Dollars and (y) in its Notice of Conversion/Continuation as provided herein shall be deemed to be a request for a Revolving Credit Loan denominated in the same Permitted Currency as the Revolving Credit Loan to be converted or continuedcontinued (it being understood that USD Revolving Loans are available only in Dollars).

Interest Rate Options. Subject to Loans made on the provisions of this Section, at the election of the Company, (i) Revolving Credit Closing Date shall be made only as Base Rate Loans denominated in Dollars and shall bear interest at a rate equal to (i) the Domestic Base Rate, if such Loans constitute Revolving Loans made in Dollars or Swingline Loans, or (ii) the Foreign Base Rate, if such Loans constitute European Swingline Loans made as Base Rate Loans in the Base Rate Currency. Thereafter, (A) Base Rate Loans shall bear interest at a rate equal to (i) the Domestic Base Rate, if such Loans constitute Revolving Loans made in Dollars or Swingline Loans, or (ii) the Foreign Base Rate, if such Loans constitute European Swingline Loans made as Base Rate Loans in the Base Rate plus the Applicable Percentage or Currency, and (B) the LIBOR Rate plus Loans (which shall include all Revolving Loans made as Foreign Currency Loans, and any European Swingline Loans made in Alternative Currencies other than Europeans Swingline Loans made as Base Rate Loans in the Applicable Percentage, (iiBase Rate Currency) Revolving Credit Loans denominated in an Alternative Currency shall bear interest at the LIBOR Rate plus the Applicable PercentageMargin (the "Applicable Margin") as set forth below in this Section 3.1. On behalf of the Borrowers, (iii) the Japanese Yen Loans AHL shall bear interest at (A) the Japanese determine whether a Revolving Loan is to be a Foreign Currency Loan, Base Rate plus the Applicable Percentage and (iv) any Swingline Loan shall bear interest at the LIBOR Market Index Rate plus the Applicable Percentage (provided that the or LIBOR Rate shall not be available until three (3) Business Days after the Closing Date unless the Company has delivered to the Administrative Agent a letter in form Loan and substance satisfactory to the Administrative Agent indemnifying the Lenders against any loss or expense which may arise or be attributable to such Lender’s obtaining, liquidating or employing deposits or other funds acquired to effect, fund or maintain any Loan due to any failure of any Borrower to borrow on the date specified therefore in the initial Notice of Borrowing). The Company shall select the rate of interest and Interest Period, if any, applicable to any Revolving Credit such Loan at the time a Notice of Borrowing request for borrowing is given or at the time a Notice of Conversion/Continuation is given pursuant to Section 4.23.2. Any Revolving Credit Loan denominated in Dollars or any portion thereof as to which the Company has not duly specified an interest rate as provided herein shall shall, (x) if it is a Loan made in Dollars, be deemed a Base Rate Loan and any Revolving Credit Loan or any portion thereof as to which the Company has not duly specified the applicable Permitted Currency (x) in its Notice of Borrowing as provided herein shall be deemed a request for a Revolving Credit Loan denominated in Dollars Loan, and (y) in its Notice if it is a Revolving Loan made as a Foreign Currency Loan, be deemed a LIBOR Rate Loan having an interest period of Conversion/Continuation one month. Any LIBOR Rate Loan for which an interest Period has ended, shall, so long as provided herein no Event of Default has occurred and shall be continuing, be deemed to be renewed as a request for a Revolving Credit LIBOR Rate Loan denominated in the same Permitted currency in which the LIBOR Rate Loan was repayable (unless it is a Foreign Currency Loan made in German deutsche marks, which shall be paid in full at the end of such Interest Period), and have an Interest Period of one month, provided that no Event of Default shall arise as a result thereof. For the avoidance of doubt and without limiting the foregoing, (i) any borrowings under the Revolving Credit Loan Facility made in an Alternative Currency (including English Pounds) shall be made by the Lenders solely as LIBOR Rate Loans, (ii) any borrowings under the European Swingline Facility made in an Alternative Currency (other than English Pounds) shall be made by the European Swingline Lender solely as LIBOR Rate Loans having an Interest Period of one month or as otherwise acceptable to the European Swingline Lender, and (iii) any borrowings under the European Swingline Facility made in English Pounds shall be converted made by the European Swingline Lender as Foreign Base Rate Loans or, if acceptable to the European Swingline Lender, as LIBOR Rate Loans having an Interest Period of one month or continuedas otherwise acceptable to the European Swingline Lender.

Interest Rate Options. Subject to Loans made on the provisions of this Section, at the election of the Company, (i) Revolving Credit Closing Date shall be made only as Base Rate Loans denominated in Dollars and shall bear interest at a rate equal to (i) the Domestic Base Rate, if such Loans constitute Revolving Loans made in Dollars or Swingline Loans, or (ii) the Foreign Base Rate, if such Loans constitute European Swingline Loans made as Base Rate Loans in the Base Rate Currency. Thereafter, (A) Base Rate Loans shall bear interest at a rate equal to (i) the Domestic Base Rate, if such Loans constitute Revolving Loans made in Dollars or Swingline Loans, or (ii) the Foreign Base Rate, if such Loans constitute European Swingline Loans made as Base Rate Loans in the Base Rate plus the Applicable Percentage or Currency, and (B) the LIBOR Rate plus Loans (which shall include all Revolving Loans made as Foreign Currency Loans, and any European Swingline Loans made in Alternative Currencies other than Europeans Swingline Loans made as Base Rate Loans in the Applicable Percentage, (iiBase Rate Currency) Revolving Credit Loans denominated in an Alternative Currency shall bear interest at the LIBOR Rate plus the Applicable PercentageMargin (the "Applicable Margin") as set forth below in this Section 3.1. On behalf of the Borrowers, (iii) the Japanese Yen Loans AHL shall bear interest at (A) the Japanese determine whether a Revolving Loan is to be a Foreign Currency Loan, Base Rate plus the Applicable Percentage and (iv) any Swingline Loan shall bear interest at the LIBOR Market Index Rate plus the Applicable Percentage (provided that the or LIBOR Rate shall not be available until three (3) Business Days after the Closing Date unless the Company has delivered to the Administrative Agent a letter in form Loan and substance satisfactory to the Administrative Agent indemnifying the Lenders against any loss or expense which may arise or be attributable to such Lender’s obtaining, liquidating or employing deposits or other funds acquired to effect, fund or maintain any Loan due to any failure of any Borrower to borrow on the date specified therefore in the initial Notice of Borrowing). The Company shall select the rate of interest and Interest Period, if any, applicable to any Revolving Credit such Loan at the time a Notice of Borrowing request for borrowing is given or at the time a Notice of Conversion/Continuation is given pursuant to Section 4.23.2. Any Revolving Credit Loan denominated in Dollars or any portion thereof as to which the Company has not duly specified an interest rate as provided herein shall shall, (x) if it is a Loan made in Dollars, be deemed a Base Rate Loan and any Revolving Credit Loan or any portion thereof as to which the Company has not duly specified the applicable Permitted Currency (x) in its Notice of Borrowing as provided herein shall be deemed a request for a Revolving Credit Loan denominated in Dollars Loan, and (y) in its Notice if it is a Revolving Loan made as a Foreign Currency Loan, be deemed a LIBOR Rate Loan having an interest period of Conversion/Continuation one month. Any LIBOR Rate Loan for which an interest Period has ended, shall, so long as provided herein no Event of Default has occurred and shall be continuing, be deemed to be renewed as a request for a Revolving Credit LIBOR Rate Loan denominated in the same Permitted currency in which the LIBOR Rate Loan was repayable (unless it is a Foreign Currency Loan made in German deutsche marks, which shall be paid in full at the end of such Interest Period), and have an Interest Period of one month, provided that no Event of Default shall arise as a result thereof. For the avoidance of doubt and without limiting the foregoing, (i) any borrowings under the Revolving Credit Loan Facility made in an Alternative Currency (including English Pounds) shall be made by the Lenders solely as LIBOR Rate Loans, (ii) any borrowings under the European Swingline Facility made in an Alternative Currency (other than English Pounds) shall be made by the European Swingline Lender solely as LIBOR Rate Loans having an Interest Period of one month, and (iii) any borrowings under the European Swingline Facility made in English Pounds shall be made by the European Swingline Lender as Foreign Base Rate Loans or, if acceptable to be converted or continuedthe European Swingline Lender, as LIBOR Rate Loans having a one month Interest Period.

Interest Rate Options. Subject The Borrowers shall pay interest in respect of the outstanding unpaid principal amount of (a) Loans denominated in Dollars as selected by it from the Base Rate Option or Euro-Rate Option set forth in Section 3.1.1(i) [Base Rate Option] or Section 3.1.1(ii) [Euro-Rate Option], and (b) Optional Currency Loans pursuant to the Euro-Rate Option set forth in Section 3.1.1(ii) [Euro-Rate Option], it being understood that, subject to the provisions of this SectionAgreement, the Borrowers may select different Interest Rate Options and different Interest Periods to apply simultaneously to the Loans comprising different Borrowing Tranches and may convert to or renew one or more Interest Rate Options with respect to all or any portion of the Loans comprising any Borrowing Tranche; provided that there shall not be at any one time outstanding more than six (6) Borrowing Tranches in the aggregate among all of the Loans and provided further that if an Event of Default or Potential Default exists and is continuing, the Borrowers may not request, convert to, or renew the Euro-Rate Option for any Loans and the Required Lenders may demand that all existing Borrowing Tranches bearing interest under the Euro-Rate Option shall be converted immediately to the Base Rate Option as to Loans advanced in Dollars and to Loans bearing interest at the election of the Company, (i) Revolving Credit Loans denominated in Dollars shall bear interest at (A) the Base Overnight Rate plus the Applicable Percentage or (B) the LIBOR Margin for Euro-Rate plus the Applicable Percentage, (ii) Revolving Credit Loans denominated as to any Loans advanced in an Alternative Currency shall bear Optional Currency, subject to the obligation of the Borrowers to pay any indemnity under Section 4.10 [Indemnity] in connection with such conversion. If at any time the designated rate applicable to any Loan made by any Lender exceeds such Lender’s highest lawful rate, the rate of interest at the LIBOR Rate plus the Applicable Percentage, (iii) the Japanese Yen Loans shall bear interest at (A) the Japanese Base Rate plus the Applicable Percentage and (iv) any Swingline on such Lender’s Loan shall bear interest at the LIBOR Market Index Rate plus the Applicable Percentage (provided that the LIBOR Rate shall not be available until three (3) Business Days after the Closing Date unless the Company has delivered to the Administrative Agent a letter in form and substance satisfactory to the Administrative Agent indemnifying the Lenders against any loss or expense which may arise or be attributable limited to such Lender’s obtaining, liquidating or employing deposits or other funds acquired to effect, fund or maintain any Loan due to any failure of any Borrower to borrow highest lawful rate. Interest on the date specified therefore principal amount of each Optional Currency Loan shall be paid by the Borrowers in such Optional Currency. Notwithstanding any provisions to the initial Notice of Borrowing). The Company contrary contained in this Agreement or any other Loan Document, the Borrowers shall select not be required to pay, and the rate Lenders shall not be permitted to collect, any amount of interest and Interest Period, if any, in excess of the maximum amount of interest permitted by applicable to any Revolving Credit Loan at the time a Notice of Borrowing is given or at the time a Notice of Conversion/Continuation is given pursuant to Section 4.2. Any Revolving Credit Loan denominated in Dollars or any portion thereof as to which the Company has not duly specified an interest rate as provided herein shall be deemed a Base Rate Loan and any Revolving Credit Loan or any portion thereof as to which the Company has not duly specified the applicable Permitted Currency (x) in its Notice of Borrowing as provided herein shall be deemed a request for a Revolving Credit Loan denominated in Dollars and (y) in its Notice of Conversion/Continuation as provided herein shall be deemed to be a request for a Revolving Credit Loan denominated in the same Permitted Currency as the Revolving Credit Loan to be converted or continued.Law 223667699

Interest Rate Options. Subject to the provisions of this SectionSection 4.1, (i) at the election of the CompanyBorrower, (i) the aggregate principal balance of the Revolving Credit Loans denominated in Dollars (or any portion thereof) shall bear interest at (A) the Base Rate plus or the LIBOR Rate, plus, in each case, the Applicable Percentage or (B) the LIBOR Rate plus the Applicable PercentageMargin as set forth below, and (ii) Revolving Credit the aggregate principal balance of the Term Loans denominated in an Alternative Currency shall bear interest at the LIBOR Rate Rate, plus the Applicable Percentage, (iii) the Japanese Yen Loans shall bear interest at (A) the Japanese Base Rate plus the Applicable Percentage and (iv) any Swingline Loan shall bear interest at the LIBOR Market Index Rate plus the Applicable Percentage (provided that the LIBOR Rate shall not be available until three (3) Business Days after the Closing Date unless the Company has delivered to the Administrative Agent a letter in form and substance satisfactory to the Administrative Agent indemnifying the Lenders against any loss or expense which may arise or be attributable to such Lender’s obtaining, liquidating or employing deposits or other funds acquired to effect, fund or maintain any Loan due to any failure of any Borrower to borrow on the date specified therefore in the initial Notice of Borrowing)Margin as set forth below. The Company Borrower shall select the rate of interest and Interest Period, if any, applicable to any Revolving Credit Loan at the time a Notice of Borrowing is given or pursuant to Section 2.2 with respect thereto and at the time a each Notice of Conversion/Continuation is given pursuant to Section 4.24.2 with respect thereto. From and including the date the Term Loans are advanced to but excluding the first Business Day of the next calendar quarter, the Term Loans shall bear interest at the LIBOR Rate (calculated for a one-month interest period as of two Business Days prior to the date the Term Loans are advanced) plus 1.25%. Thereafter, (i) the Term Loans shall bear interest at the LIBOR Rate plus the Applicable Margin, and (ii) the Term Loans shall have successive Interest Periods of three (3) months, with the first such three-month Interest Period commencing on the first Business Day of the first calendar quarter beginning after the date the Term Loans are advanced and ending on the first Business Day of the next calendar quarter, and with each subsequent such three-month Interest Period commencing on the date on which the next preceding Interest Period expires and ending on the first Business Day of the next calendar quarter. Each Revolving Credit Loan or portion thereof bearing interest based on the Base Rate shall be a “Base Rate Loan”, and each Revolving Credit Loan or portion thereof bearing interest based on the LIBOR Rate and each Term Loan shall be a “LIBOR Rate Loan”. Any Revolving Credit Loan denominated in Dollars or any portion thereof as to which the Company Borrower has not duly specified an interest rate as provided herein shall be deemed a Base Rate Loan and any Revolving Credit Loan or any portion thereof as to which the Company has not duly specified the applicable Permitted Currency (x) in its Notice of Borrowing as provided herein shall be deemed a request for a Revolving Credit Loan denominated in Dollars and (y) in its Notice of Conversion/Continuation as provided herein shall be deemed to be a request for a Revolving Credit Loan denominated in the same Permitted Currency as the Revolving Credit Loan to be converted or continuedLoan.

Interest Rate Options. Subject to the provisions of this Sectionthe Existing Agreement relating to default interest and numbers of Portion of Capitals, at the election Seller shall pay interest in respect of the Companyoutstanding unpaid principal amount of the Purchases denominated in the Affected Currency as selected by it from the applicable Interest Rate Options specified below applicable to the Purchases, it being understood that, subject to the provisions of the Agreement, the Seller may select different Interest Rate Options and different Yield Periods to apply simultaneously to the Purchases denominated in the Affected Currency comprising different Portion of Capitals and may renew one or more Interest Rate Options with respect to all or any portion of the Purchases denominated in the Affected Currency comprising any Portion of Capital; provided that if an Termination Event or Unmatured Termination Event exists and is continuing, the Seller may not request or renew any Term RFR Rate Purchase Option or Daily Simple RFR Option for any Purchases and the Majority Purchaser Agents may demand that all existing Portions of Capital denominated in the Affected Currency shall either (i) Revolving Credit Loans denominated in Dollars shall bear interest at (A) the Base Rate plus the Applicable Percentage or (B) the LIBOR Rate plus the Applicable Percentage, (ii) Revolving Credit Loans denominated in an Alternative Currency shall bear interest at the LIBOR Rate plus the Applicable Percentage, (iii) the Japanese Yen Loans shall bear interest at (A) the Japanese Base Rate plus the Applicable Percentage and (iv) any Swingline Loan shall bear interest at the LIBOR Market Index Rate plus the Applicable Percentage (provided that the LIBOR Rate shall not be available until three (3) Business Days after the Closing Date unless the Company has delivered to the Administrative Agent a letter in form and substance satisfactory to the Administrative Agent indemnifying the Lenders against any loss or expense which may arise or be attributable to such Lender’s obtaining, liquidating or employing deposits or other funds acquired to effect, fund or maintain any Loan due to any failure of any Borrower to borrow on the date specified therefore in the initial Notice of Borrowing). The Company shall select the rate of interest and Interest Period, if any, applicable to any Revolving Credit Loan at the time a Notice of Borrowing is given or at the time a Notice of Conversion/Continuation is given pursuant to Section 4.2. Any Revolving Credit Loan denominated in Dollars or any portion thereof as to which the Company has not duly specified an interest rate as provided herein shall be deemed a Base Rate Loan and any Revolving Credit Loan or any portion thereof as to which the Company has not duly specified the applicable Permitted Currency (x) in its Notice of Borrowing as provided herein shall relation to Term RFR Rate Purchases, be deemed a request for a Revolving Credit Loan converted immediately to the Base Rate denominated in Dollars (in an amount equal to the Dollar Equivalent of the Affected Currency) at the end of the Yield Period therefor; and (y) in its Notice relation to Daily Simple RFR Purchases, be converted immediately to the Base Rate denominated in Dollars (in an amount equal to the Dollar Equivalent of Conversion/Continuation as provided herein the Affected Currency) or (ii) in relation to Term RFR Rate Purchases, be prepaid at the end of the applicable Yield Period in full, subject in all cases to the obligation of the Seller to pay any indemnity under the Agreement in connection with any such conversion. If at any time the designated rate applicable to any Purchase made by any Purchaser exceeds such Purchaser’s highest lawful rate, the rate of interest on such Purchaser’s Purchase shall be deemed limited to such Purchaser’s highest lawful rate. The applicable Base Rate, Daily Simple RFR or Term RFR shall be a request for a Revolving Credit Loan determined by the Administrator, and such determination shall be conclusive absent manifest error. Interest on the principal amount of each Purchase denominated in the same Permitted Affected Currency as shall be paid by the Revolving Credit Loan to be converted or continuedSeller in the Affected Currency.

Interest Rate Options. Subject The Borrowers shall pay interest in respect of the outstanding unpaid principal amount of the Revolving Credit Loans as selected by them from the Base Rate Option, Term SOFR Rate Loan Option, Euro-Rate Option, or EURIBOR Rate Option set forth below applicable to the Revolving Credit Loans, it being understood that, subject to the provisions of this SectionAgreement, at the election of Borrowers may select different Interest Rate Options and different Interest Periods to apply simultaneously to the Company, (i) Revolving Credit Loans denominated in Dollars shall bear interest at (A) comprising different Borrowing Tranches and may convert to or renew one or more Interest Rate Options with respect to all or any portion of the Base Rate plus the Applicable Percentage or (B) the LIBOR Rate plus the Applicable Percentage, (ii) Revolving Credit Loans denominated comprising any Borrowing Tranche. Interest on the principal amount of each Revolving Credit Loan made in an Alternative Optional Currency shall bear interest at be paid by the LIBOR Rate plus the Applicable Percentage, (iii) the Japanese Yen Borrowers in such Optional Currency. Swing Loans shall bear interest at (A) the Japanese Base Rate plus the Applicable Percentage and (iv) any Swingline Loan shall bear interest at the LIBOR Market Index Rate plus the Applicable Percentage (provided that the LIBOR Rate shall not a rate to be available until three (3) Business Days after the Closing Date unless the Company has delivered to agreed upon by the Administrative Agent a letter and the Company, on behalf of all Borrowers. The Borrowers shall pay interest in form and substance satisfactory respect of the outstanding unpaid principal amount of the Term Loans pursuant to the Administrative Agent indemnifying EURIBOR Rate Option set forth below applicable to the Lenders against Term Loans, it being understood that, subject to the provisions of this Agreement, the Borrowers may select different Interest Periods to apply simultaneously to the Term Loans comprising different Borrowing Tranches and may renew the EURIOBOR Rate Option with respect to the Term Loans comprising any loss or expense which may arise or Borrowing Tranche. At no time shall there be attributable outstanding more than ten (10) Borrowing Tranches in the aggregate among all of the Loans. If at any time the designated rate applicable to any Loan made by any Lender exceeds such Lender’s highest lawful rate, the rate of interest on such Lender’s Loan shall be limited to such Lender’s obtaining, liquidating or employing deposits or other funds acquired to effect, fund or maintain any Loan due to any failure of any Borrower to borrow on the date specified therefore in the initial Notice of Borrowing). The Company shall select the rate of interest and Interest Period, if any, applicable to any Revolving Credit Loan at the time a Notice of Borrowing is given or at the time a Notice of Conversion/Continuation is given pursuant to Section 4.2. Any Revolving Credit Loan denominated in Dollars or any portion thereof as to which the Company has not duly specified an interest rate as provided herein shall be deemed a Base Rate Loan and any Revolving Credit Loan or any portion thereof as to which the Company has not duly specified the applicable Permitted Currency (x) in its Notice of Borrowing as provided herein shall be deemed a request for a Revolving Credit Loan denominated in Dollars and (y) in its Notice of Conversion/Continuation as provided herein shall be deemed to be a request for a Revolving Credit Loan denominated in the same Permitted Currency as the Revolving Credit Loan to be converted or continuedhighest lawful rate.

Interest Rate Options. Subject The Borrower shall pay interest in respect of the outstanding unpaid principal amount of (a) Loans denominated in Dollars as selected by it from the Base Rate Option or LIBOR Rate Option set forth in Section 3.1.1(i) [Revolving Credit Base Rate Option] or Section 3.1.1(ii) [Revolving Credit LIBOR Rate Option], and (b) Optional Currency Loans pursuant to the LIBOR Rate Option set forth in Section 3.1.1(ii) [Revolving Credit LIBOR Rate Option]; it being understood that, subject to the provisions of this SectionAgreement, the Borrower may select different Interest Rate Options and different Interest Periods to apply simultaneously to the Loans comprising different Borrowing Tranches and may convert to or renew one or more Interest Rate Options with respect to all or any portion of the Loans comprising any Borrowing Tranche; provided that there shall not be at any one time outstanding more than eight (8) Borrowing Tranches in the aggregate among all of the Loans (including a Borrowing Tranche to which the Base Rate Option Applies); and provided further that if an Event of Default or Potential Default exists and is continuing, the Borrower may not request, convert to, or renew the LIBOR Rate Option for any Loans and the Required Lenders may demand that all existing Borrowing Tranches bearing interest under the LIBOR Rate Option shall be converted immediately to the Base Rate Option as to Loans advanced in Dollars and to Loans bearing interest at the election of the Company, (i) Revolving Credit Loans denominated in Dollars shall bear interest at (A) the Base Overnight Rate plus the Applicable Percentage or (B) the Margin for LIBOR Rate plus the Applicable Percentage, (ii) Revolving Credit Loans denominated as to any Loans advanced in an Alternative Currency shall bear interest at the LIBOR Rate plus the Applicable PercentageOptional Currency, (iii) the Japanese Yen Loans shall bear interest at (A) the Japanese Base Rate plus the Applicable Percentage and (iv) any Swingline Loan shall bear interest at the LIBOR Market Index Rate plus the Applicable Percentage (provided that the LIBOR Rate shall not be available until three (3) Business Days after the Closing Date unless the Company has delivered subject to the Administrative Agent a letter obligation of the Borrower to pay any indemnity under Section 4.10 [Indemnity] in form and substance satisfactory connection with such conversion. If at any time the designated rate applicable to the Administrative Agent indemnifying the Lenders against any loss or expense which may arise or be attributable to Loan made by any Lender exceeds such Lender’s obtaining's highest lawful rate, liquidating or employing deposits or other funds acquired to effect, fund or maintain any Loan due to any failure of any Borrower to borrow on the date specified therefore in the initial Notice of Borrowing). The Company shall select the rate of interest and on such Lender's Loan shall be limited to such Lender's highest lawful rate. Interest Period, if any, applicable on the principal amount of each Optional Currency Loan shall be paid by the Borrower in such Optional Currency. Notwithstanding any provisions to any Revolving Credit Loan at the time a Notice of Borrowing is given or at the time a Notice of Conversion/Continuation is given pursuant to Section 4.2. Any Revolving Credit Loan denominated contrary contained in Dollars this Agreement or any portion thereof as other Loan Document, the Borrower shall not be required to which pay, and the Company has Lenders shall not duly specified an be permitted to collect, any amount of interest rate as in excess of the maximum amount of interest permitted by applicable Law ("Excess Interest"). If any Excess Interest is provided herein shall be deemed for or determined by a Base Rate court of competent jurisdiction to have been provided for in this Agreement or in any other Loan and any Revolving Credit Loan or any portion thereof as to which the Company has not duly specified the applicable Permitted Currency (x) Document, then, in its Notice of Borrowing as provided herein shall be deemed a request for a Revolving Credit Loan denominated in Dollars and (y) in its Notice of Conversion/Continuation as provided herein shall be deemed to be a request for a Revolving Credit Loan denominated in the same Permitted Currency as the Revolving Credit Loan to be converted or continued.such event:

Interest Rate Options. Subject The Borrower shall pay interest in respect of the outstanding unpaid principal amount of the Loans as selected by it from the Base Rate Option or Term SOFR Rate Option specified below applicable to the Terms Loans, it being understood that, subject to the provisions of this SectionAgreement, at the election Borrower may select different Interest Rate Options and different Interest Periods to apply simultaneously to the Loans comprising different Borrowing Tranches and may convert to or renew one or more Interest Rate Options with respect to all or any portion of the Company, Loans comprising any Borrowing Tranche; provided that there shall not be at any one time outstanding more than five (i5) Revolving Credit Borrowing Tranches in the aggregate among all of the Loans denominated in Dollars shall bear interest at (A) including a Borrowing Tranche to which the Base Rate plus Option applies); and provided further that if an Event of Default or Potential Default exists and is continuing, the Applicable Percentage Borrower may not request, convert to, or (B) renew the LIBOR Term SOFR Rate plus Option for any Loans and the Applicable Percentage, (ii) Revolving Credit Loans denominated in an Alternative Currency Required Lenders may demand that all existing Borrowing Tranches bearing interest under the Term SOFR Rate Option shall bear interest at be converted immediately to the LIBOR Rate plus the Applicable Percentage, (iii) the Japanese Yen Loans shall bear interest at (A) the Japanese Base Rate plus Option, subject to the Applicable Percentage and (iv) obligation of the Borrower to pay any Swingline indemnity under Section 4.10 [Indemnity] in connection with such conversion. If at any time the designated rate applicable to any Loan made by any Lender exceeds such Lender’s highest lawful rate, the rate of interest on such Lender’s Loan shall bear interest at the LIBOR Market Index Rate plus the Applicable Percentage (provided that the LIBOR Rate shall not be available until three (3) Business Days after the Closing Date unless the Company has delivered to the Administrative Agent a letter in form and substance satisfactory to the Administrative Agent indemnifying the Lenders against any loss or expense which may arise or be attributable limited to such Lender’s obtaininghighest lawful rate. Notwithstanding any provisions to the contrary contained in this Agreement or any other Loan Document, liquidating or employing deposits or other funds acquired the Borrower shall not be required to effectpay, fund or maintain and the Lenders shall not be permitted to collect, any Loan due to any failure amount of any Borrower to borrow on interest in excess of the date specified therefore in the initial Notice maximum amount of Borrowinginterest permitted by applicable Law (“Excess Interest”). The Company If any Excess Interest is provided for or determined by a court of competent jurisdiction to have been provided for in this Agreement or in any other Loan Document, then, in such event: (1) the provisions of this subsection shall select the rate of interest and Interest Period, if any, applicable to any Revolving Credit Loan at the time a Notice of Borrowing is given or at the time a Notice of Conversion/Continuation is given pursuant to Section 4.2. Any Revolving Credit Loan denominated in Dollars or any portion thereof as to which the Company has not duly specified an interest rate as provided herein shall be deemed a Base Rate Loan and any Revolving Credit Loan or any portion thereof as to which the Company has not duly specified the applicable Permitted Currency (x) in its Notice of Borrowing as provided herein shall be deemed a request for a Revolving Credit Loan denominated in Dollars and (y) in its Notice of Conversion/Continuation as provided herein shall be deemed to be a request for a Revolving Credit Loan denominated in the same Permitted Currency as the Revolving Credit Loan to be converted or continued.govern

Interest Rate Options. Subject to the provisions of this Section, at the election of the Company, (i) Revolving Credit Loans and USD Revolving Credit Loans denominated in Dollars shall bear interest at (A) the Base Rate plus the Applicable Percentage or (B) (I) prior to the USD LIBOR Transition Date, the LIBOREurocurrency Rate plus the Applicable Percentage or (II) on and after the USD LIBOR Transition Date, the Benchmark Replacement plus the Applicable Percentage, (ii) Revolving Credit Loans denominated in an Alternative Currency CurrencyEuros or Yen or other Currencies (other than Dollars or Sterling) shall bear interest at the LIBOR LIBOREurocurrency Rate plus the Applicable Percentage, (iii) Revolving Credit Loans denominated in Sterling shall bear interest at the Daily Simple RFR plus the Applicable Percentage, (iv) the Japanese Yen Loans shall bear interest at (A) the Japanese Base Rate plus the Applicable Percentage and and, (ivivv ) any each Swingline Loan denominated in Dollars shall bear interest at (A) the LIBOR Market Index IndexUSD Swingline Rate plus the Applicable Percentage or (B) during any period in which the LIBOR Market IndexUSD Swingline Rate is unavailable or unascertainable, the Base Rate plus the Applicable Percentage (provided that the LIBOR Rate shall not be available until three (3) Business Days after the Closing Date unless the Company has delivered to the Administrative Agent a letter in form and substance satisfactory to the Administrative Agent indemnifying the Lenders against againstfor Base Rate Loans and (vi) each Swingline Loan denominated in Pounds Sterling shall bear interest at the Pounds Sterling Swingline Rate plus the Applicable Percentage or (B) during any loss or expense expenseperiod in which may arise or be attributable to such Lender’s obtaining, liquidating or employing deposits or other funds acquired to effect, fund or maintain any Loan due to any failure of any Borrower to borrow on the date specified therefore in the initial Notice of Borrowing)Borrowing)the Pounds Sterling Swingline Rate is unavailable or unascertainable, the Base Rate plus the Applicable Percentage for Base Rate Loans. The Company shall select the rate of interest and Interest Period, if any, applicable to any Revolving Credit Loan or USD Revolving Credit Loan at the time a Notice of Borrowing is given or at the time a Notice of Conversion/Continuation is given pursuant to Section 4.2. Any Revolving Credit Loan or USD Revolving Credit Loan denominated in Dollars or any portion thereof as to which the Company has not duly specified an interest rate as provided herein shall be deemed a Base Rate Loan and any Revolving Credit Loan or any portion thereof as to which the Company has not duly specified the applicable Permitted Currency (x) in its Notice of Borrowing as provided herein shall be deemed a request for a Revolving Credit Loan denominated in Dollars and (y) in its Notice of Conversion/Continuation as provided herein shall be deemed to be a request for a Revolving Credit Loan denominated in the same Permitted Currency as the Revolving Credit Loan to be converted or continuedcontinued (it being understood that USD Revolving Loans are available only in Dollars).

Interest Rate Options. Subject to the provisions of this Section, at the election of the Company, (i) Revolving Credit Loans and USD Revolving Credit Loans denominated in Dollars shall bear interest at (A) the Base Rate plus the Applicable Percentage or (B) the LIBOR Rate plus the Applicable Percentage, (ii) Revolving Credit Loans denominated in an Alternative Currency shall bear interest at the LIBOR Rate plus the Applicable Percentage, (iii) the Japanese Yen Loans shall bear interest at (A) the Japanese Base Rate plus the Applicable Percentage and (iv) any anyeach Swingline Loan shall bear interest at the LIBOR Market Index Rate plus the Applicable Percentage (provided that the LIBOR Rate shall not be available until three (3) Business Days after the Closing Date unless the Company has delivered to the Administrative Agent a letter in form and substance satisfactory to the Administrative Agent indemnifying the Lenders against any loss or expense which may arise or be attributable to such Lender’s obtaining, liquidating or employing deposits or other funds acquired to effect, fund or maintain any Loan due to any failure of any Borrower to borrow on the date specified therefore in the initial Notice of Borrowing). The Company shall select the rate of interest and Interest Period, if any, applicable to any Revolving Credit Loan or USD Revolving Credit Loan at the time a Notice of Borrowing is given or at the time a Notice of Conversion/Continuation is given pursuant to Section 4.2. Any Revolving Credit Loan or USD Revolving Credit Loan denominated in Dollars or any portion thereof as to which the Company has not duly specified an interest rate as provided herein shall be deemed a Base Rate Loan and any Revolving Credit Loan or any portion thereof as to which the Company has not duly specified the applicable Permitted Currency (x) in its Notice of Borrowing as provided herein shall be deemed a request for a Revolving Credit Loan denominated in Dollars and (y) in its Notice of Conversion/Continuation as provided herein shall be deemed to be a request for a Revolving Credit Loan denominated in the same Permitted Currency as the Revolving Credit Loan to be converted or continuedcontinued (it being understood that USD Revolving Loans are available only in Dollars).

Interest Rate Options. Subject The Borrower shall pay interest in respect of the outstanding unpaid principal amount of the Loans as selected by it from the Base Rate Option or Euro-Rate Option set forth below applicable to the Loans, it being understood that, subject to the provisions of this SectionAgreement, at the election Borrower may select different Interest Rate Options and different Interest Periods to apply simultaneously to the Loans comprising different Borrowing Tranches and may convert to or renew one or more Interest Rate Options with respect to all or any portion of the CompanyLoans comprising any Borrowing Tranche, provided that there shall not be at any one time outstanding more than eight (i) Revolving Credit 8) Borrowing Tranches in the aggregate among all of the Loans denominated in Dollars shall bear interest at (A) including a Borrowing Tranche to which the Base Rate plus Option applies) and provided further that only the Applicable Percentage or (B) the LIBOR Rate plus the Applicable Percentage, (ii) Revolving Credit Loans denominated in an Alternative Currency shall bear interest at the LIBOR Rate plus the Applicable Percentage, (iii) the Japanese Yen Loans shall bear interest at (A) the Japanese Base Rate plus or such other interest rates as PNC Bank and the Applicable Percentage and (iv) any Swingline Loan Borrower may agree to from time to time shall bear interest at the LIBOR Market Index Rate plus the Applicable Percentage (provided that the LIBOR Rate shall not be available until three (3) Business Days after the Closing Date unless the Company has delivered apply to the Administrative Agent a letter in form and substance satisfactory Swing Loans. If at any time the designated rate applicable to the Administrative Agent indemnifying the Lenders against any loss or expense which may arise or be attributable to such Lender’s obtaining, liquidating or employing deposits or other funds acquired to effect, fund or maintain any Loan due to made by any failure of any Borrower to borrow on the date specified therefore in the initial Notice of Borrowing). The Company shall select Bank exceeds such Bank’s highest lawful rate, the rate of interest on such Bank’s Loan shall be limited to such Bank’s highest lawful rate. Notwithstanding any provisions to the contrary contained in this Agreement or any other Loan Document, the Borrower shall not be required to pay, and the Banks shall not be permitted to collect, any amount of interest in excess of the maximum amount of interest permitted by applicable Law (“Excess Interest”). If any Excess Interest Periodis provided for or determined by a court of competent jurisdiction to have been provided for in this Agreement or in any other Loan Document, if anythen, applicable in such event: (1) the provisions of this subsection shall govern and control; (2) the Borrower shall not be obligated to pay any Revolving Credit Loan Excess Interest; (3) any Excess Interest that the Banks may have received hereunder shall be, at the time option of the Required Banks, (a) applied as a Notice credit against the outstanding principal balance of Borrowing is given the Obligations or at accrued and unpaid interest (not to exceed the time a Notice maximum amount permitted by Law), (b) refunded to the payor thereof, or (c) any combination of Conversion/Continuation is given pursuant to Section 4.2. Any Revolving Credit Loan denominated in Dollars or any portion thereof as to which the Company has not duly specified an foregoing; (4) the interest rate as rates provided for herein shall be deemed a Base Rate automatically reduced to the maximum lawful rate allowed from time to time under applicable Law, and this Agreement and the other Loan and any Revolving Credit Loan or any portion thereof as to which the Company has not duly specified the applicable Permitted Currency (x) in its Notice of Borrowing as provided herein shall be deemed a request for a Revolving Credit Loan denominated in Dollars and (y) in its Notice of Conversion/Continuation as provided herein Documents shall be deemed to have been and shall be a request reformed and modified to reflect such reduction; and (5) the Borrower shall have no action against the Administrative Agent or any Bank for a Revolving Credit any damages arising out of the payment or collection of any Excess Interest (other than to enforce this Section 3.1 [Interest Rate Options]). Interest on the principal amount of each Loan denominated made in an Optional Currency shall be paid by the same Permitted Currency as the Revolving Credit Loan to be converted or continuedBorrower in such Optional Currency.

Interest Rate Options. Subject to the provisions of this SectionSection 4.1, at the election of the Companyapplicable Borrower, (i) Revolving Credit Loans denominated in Dollars shall bear interest at (A) the Base Rate plus the Applicable Percentage Margin or (B) the LIBOR Rate plus the Applicable PercentageMargin (provided that the LIBOR Rate shall not be available until (3) Business Days after the Closing Date), (ii) Revolving Credit Loans denominated in an Alternative Currency shall bear interest at the LIBOR Rate plus the Applicable Percentage, (iii) the Japanese Yen Loans shall bear interest at (A) the Japanese Base Rate plus the Applicable Percentage and (iv) any Swingline Loan shall bear interest at the LIBOR Market Index Rate plus the Applicable Percentage Margin (provided that the LIBOR Rate shall not be available until three (3) Business Days after the Closing Date unless Date), (iii) Canadian Dollar Loans shall bear interest at the Company has delivered to Canadian Base Rate plus the Administrative Agent a letter in form Applicable Margin, and substance satisfactory to (iv) Swingline Loans shall bear interest at the Administrative Agent indemnifying Base Rate plus the Lenders against any loss or expense which may arise or be attributable to such Lender’s obtaining, liquidating or employing deposits or other funds acquired to effect, fund or maintain any Loan due to any failure of any Borrower to borrow on the date specified therefore in the initial Notice of Borrowing)Applicable Margin. The Company applicable Borrower shall select the rate of interest and Interest Period, if any, applicable to any Revolving Credit Loan at the time a Notice of Borrowing is given pursuant to Section 2.4 or at the time a Notice of Conversion/Continuation is given pursuant to Section 4.2. Each Loan or portion thereof bearing interest based on the Base Rate (including, without limitation, each Swingline Loan) shall be a “Base Rate Loan” and each Loan or portion thereof bearing interest based on the LIBOR Rate shall be a “LIBOR Rate Loan.” Any Revolving Credit Loan denominated in Dollars or any portion thereof as to which the Company such Borrower has not duly specified an interest rate (excluding Alternative Currency Loans) as provided herein shall be deemed a Base Rate Loan and any Revolving Credit Loan or any portion thereof denominated in Dollars. Requests for Alternative Currency Loans (other than Canadian Dollar Loans) as to which the Company Borrower has not duly specified the applicable Permitted Currency (x) in its Notice of Borrowing as provided herein an interest rate and interest period shall be deemed a request LIBOR Rate Loan for a Revolving Credit Loan denominated in Dollars and one (y1) in its Notice of Conversion/Continuation as provided herein shall be deemed to be a request for a Revolving Credit Loan denominated in the same Permitted Currency as the Revolving Credit Loan to be converted or continuedmonth interest period.

Interest Rate Options. Subject The Borrowers shall pay interest in respect of the outstanding unpaid principal amount of the Loans as selected by it from the applicable Interest Rate Options specified below applicable to the Revolving Credit Loans, the Term Loans, or the Swingline Loans, respectively, it being understood that, subject to the provisions of this SectionAgreement, at the election Borrowers may select different Interest Rate Options and different Interest Periods to apply simultaneously to the Loans comprising different Borrowing Tranches and may renew one or more Interest Rate Options with respect to all or any portion of the CompanyLoans comprising any Borrowing Tranche; provided that there shall not be at any one time outstanding more than seven (7) Borrowing Tranches in the aggregate among all of the Loans; provided further that if an Event of Default or Potential Default exists and is continuing, the Borrowers may not request or renew any Term Rate Loan Option or Daily Simple RFR Option for any Loans and the Required Lenders may demand that all existing Borrowing Tranches (i) Revolving Credit Loans denominated in Dollars bearing interest under a Term Rate Loan Option shall bear interest at (A) be converted immediately to the Base Rate plus the Applicable Percentage or (B) the LIBOR Rate plus the Applicable Percentage, Option and (ii) Revolving Credit Loans denominated in an Alternative Currency shall bear interest at the LIBOR Rate plus the Applicable Percentage, either (iiix) the Japanese Yen Loans shall bear interest at (A) in relation to Term Rate Loans, be converted immediately to the Japanese Base Rate plus Option denominated in Dollars (in an amount equal to the Applicable Percentage Dollar Equivalent of such Alternative Currency) at the end of the Interest Period therefor; and (ivB) in relation to Daily Rate Loans, be converted immediately to the Base Rate Option or (y) in relation to Term Rate Loans, be prepaid at the end of the applicable Interest Period in full, subject in all cases to the obligation of the Borrowers to pay any Swingline indemnity under Section 5.10 [Indemnity] in connection with any such conversion. If at any time the designated rate applicable to any Loan made by any Lender exceeds such Lender’s highest lawful rate, the rate of interest on such Lender’s Loan shall bear interest at the LIBOR Market Index Rate plus the Applicable Percentage (provided that the LIBOR Rate shall not be available until three (3) Business Days after the Closing Date unless the Company has delivered to the Administrative Agent a letter in form and substance satisfactory to the Administrative Agent indemnifying the Lenders against any loss or expense which may arise or be attributable limited to such Lender’s obtaininghighest lawful rate. The applicable Base Rate, liquidating Eurocurrency Rate, BSBY Rate, Daily Simple RFR, or employing deposits or other funds acquired to effectTerm RFR shall be determined by the Administrative Agent, fund or maintain any Loan due to any failure of any Borrower to borrow and such determination shall be conclusive absent manifest error. Interest on the date specified therefore in the initial Notice principal amount of Borrowing). The Company shall select the rate of interest and Interest Period, if any, applicable to any Revolving Credit Loan at the time a Notice of Borrowing is given or at the time a Notice of Conversion/Continuation is given pursuant to Section 4.2. Any Revolving Credit each Loan denominated in Dollars or any portion thereof as to which the Company has not duly specified an interest rate as provided herein Alternative Currency shall be deemed a Base Rate Loan and any Revolving Credit Loan or any portion thereof as to which paid by the Company has not duly specified the applicable Permitted Currency (x) Borrowers in its Notice of Borrowing as provided herein shall be deemed a request for a Revolving Credit Loan denominated in Dollars and (y) in its Notice of Conversion/Continuation as provided herein shall be deemed to be a request for a Revolving Credit Loan denominated in the same Permitted Currency as the Revolving Credit Loan to be converted or continuedsuch Alternative Currency.

Interest Rate Options. Subject to the provisions of this Section, at the election of the Company, (i) Revolving Credit Loans and USD Revolving Credit Loans denominated in Dollars shall bear interest at (A) the Base Rate plus the Applicable Percentage or (B) the LIBOR Rate plus the Applicable Percentage, (ii) Revolving Credit Loans denominated in an Alternative Currency shall bear interest at the LIBOR Rate plus the Applicable Percentage, (iii) the Japanese Yen Loans shall bear interest at (A) the Japanese Base Rate plus the Applicable Percentage and (iv) any each Swingline Loan shall bear interest at (A) the LIBOR Market Index Rate plus the Applicable Percentage or (B) during any period in which the LIBOR Market Index Rate is unavailable or unascertainable, the Base Rate plus the Applicable Percentage (provided that the LIBOR Rate shall not be available until three (3) Business Days after the Closing Date unless the Company has delivered to the Administrative Agent a letter in form and substance satisfactory to the Administrative Agent indemnifying the Lenders against any loss or expense which may arise or be attributable to such Lender’s obtaining, liquidating or employing deposits or other funds acquired to effect, fund or maintain any Loan due to any failure of any Borrower to borrow on the date specified therefore in the initial Notice of Borrowing). The Company shall select the rate of interest and Interest Period, if any, applicable to any Revolving Credit Loan or USD Revolving Credit Loan at the time a Notice of Borrowing is given or at the time a Notice of Conversion/Continuation is given pursuant to Section 4.2. Any Revolving Credit Loan or USD Revolving Credit Loan denominated in Dollars or any portion thereof as to which the Company has not duly specified an interest rate as provided herein shall be deemed a Base Rate Loan and any Revolving Credit Loan or any portion thereof as to which the Company has not duly specified the applicable Permitted Currency (x) in its Notice of Borrowing as provided herein shall be deemed a request for a Revolving Credit Loan denominated in Dollars and (y) in its Notice of Conversion/Continuation as provided herein shall be deemed to be a request for a Revolving Credit Loan denominated in the same Permitted Currency as the Revolving Credit Loan to be converted or continuedcontinued (it being understood that USD Revolving Loans are available only in Dollars).

Interest Rate Options. Subject The Borrowers shall pay interest in respect of the outstanding unpaid principal amount of (a) Loans denominated in Dollars as selected by it from the Base Rate Option or Euro-Rate Option set forth in Section 3.1.1(i) [Base Rate Option] or Section 3.1.1(ii) [Euro-Rate Option], and (b) Optional Currency Loans pursuant to the Euro-Rate Option set forth in Section 3.1.1(ii) [Euro-Rate Option], it being understood that, subject to the provisions of this SectionAgreement, the Borrowers may select different Interest Rate Options and different Interest Periods to apply simultaneously to the Loans comprising different Borrowing Tranches and may convert to or renew one or more Interest Rate Options with respect to all or any portion of the Loans comprising any Borrowing Tranche; provided that there shall not be at any one time outstanding more than six (6) Borrowing Tranches in the aggregate among all of the Loans and provided further that if an Event of Default or Potential Default exists and is continuing, the Borrowers may not request, convert to, or renew the Euro-Rate Option for any Loans and the Required Lenders may demand that all existing Borrowing Tranches bearing interest under the Euro-Rate Option shall be converted immediately to the Base Rate Option as to Loans advanced in Dollars and to Loans bearing interest at the election of the Company, (i) Revolving Credit Loans denominated in Dollars shall bear interest at (A) the Base Overnight Rate plus the Applicable Percentage or (B) the LIBOR Margin for Euro-Rate plus the Applicable Percentage, (ii) Revolving Credit Loans denominated as to any Loans advanced in an Alternative Currency shall bear Optional Currency, subject to the obligation of the Borrowers to pay any indemnity under Section 4.10 [Indemnity] in connection with such conversion. If at any time the designated rate applicable to any Loan made by any Lender exceeds such Lender’s highest lawful rate, the rate of interest at the LIBOR Rate plus the Applicable Percentage, (iii) the Japanese Yen Loans shall bear interest at (A) the Japanese Base Rate plus the Applicable Percentage and (iv) any Swingline on such Lender’s Loan shall bear interest at the LIBOR Market Index Rate plus the Applicable Percentage (provided that the LIBOR Rate shall not be available until three (3) Business Days after the Closing Date unless the Company has delivered to the Administrative Agent a letter in form and substance satisfactory to the Administrative Agent indemnifying the Lenders against any loss or expense which may arise or be attributable limited to such Lender’s obtaining, liquidating or employing deposits or other funds acquired to effect, fund or maintain any Loan due to any failure of any Borrower to borrow highest lawful rate. Interest on the date specified therefore principal amount of each Optional Currency Loan shall be paid by the Borrowers in such Optional Currency. Notwithstanding any provisions to the initial Notice contrary contained in this Agreement or any other Loan Document, the Borrowers shall not be required to pay, and the Lenders shall not be permitted to collect, any amount of Borrowinginterest in excess of the maximum amount of interest permitted by applicable Law (“Excess Interest”). The Company If any Excess Interest is provided for or determined by a court of competent jurisdiction to have been provided for in this Agreement or in any other Loan Document, then, in such event: (1) the provisions of this subsection shall select govern and control; (2) the rate of interest and Borrowers shall not be obligated to pay any Excess Interest; (3) any Excess Interest Periodthat the Lenders may have received hereunder shall be, if any, applicable to any Revolving Credit Loan at the time option of the Required Lenders, (a) applied as a Notice credit against the outstanding principal balance of Borrowing is given the Obligations or at accrued and unpaid interest (not to exceed the time a Notice maximum amount permitted by Law), (b) refunded to the payor thereof, or (c) any combination of Conversion/Continuation is given pursuant to Section 4.2. Any Revolving Credit Loan denominated in Dollars or any portion thereof as to which the Company has not duly specified an foregoing; (4) the interest rate as rates provided for herein shall be deemed a Base Rate automatically reduced to the maximum lawful rate allowed from time to time under applicable Law, and this Agreement and the other Loan and any Revolving Credit Loan or any portion thereof as to which the Company has not duly specified the applicable Permitted Currency (x) in its Notice of Borrowing as provided herein shall be deemed a request for a Revolving Credit Loan denominated in Dollars and (y) in its Notice of Conversion/Continuation as provided herein Documents shall be deemed to have been and shall be a request reformed and modified to reflect such reduction; and (5) the Borrowers shall have no action against the Administrative Agent or any Lender for a Revolving Credit Loan denominated in any damages arising out of the same Permitted Currency as the Revolving Credit Loan payment or collection of any Excess Interest (other than to be converted or continued.enforce this Section 3.1 [Interest Rate Options]). 216004669

Interest Rate Options. Subject to the provisions of this Sectionthe Existing Agreement relating to default interest and numbers of Borrowing Tranches, at the election Borrower shall pay interest in respect of the Companyoutstanding unpaid principal amount of the Loans denominated in Affected Currencies as selected by it from the applicable Interest Rate Options specified below applicable to the Revolving Credit Loans or the Term Loans, respectively, it being understood that, subject to the provisions of the Agreement, the Borrower may select different Interest Rate Options and different Interest Periods to apply simultaneously to the Loans denominated in Affected Currencies comprising different Borrowing Tranches and may renew one or more Interest Rate Options with respect to all or any portion of the Loans denominated in Affected Currencies comprising any Borrowing Tranche; provided that if an Event of Default or Potential Default exists and is continuing, the Borrower may not request or renew any Term RFR Option or Daily Simple RFR Option for any Loans and the Required Lenders may demand that all existing Borrowing Tranches denominated in an Affected Currency shall either (i) Revolving Credit Loans denominated in Dollars shall bear interest at (A) the Base Rate plus the Applicable Percentage or (B) the LIBOR Rate plus the Applicable Percentage, (ii) Revolving Credit Loans denominated in an Alternative Currency shall bear interest at the LIBOR Rate plus the Applicable Percentage, (iii) the Japanese Yen Loans shall bear interest at (A) the Japanese Base Rate plus the Applicable Percentage and (iv) any Swingline Loan shall bear interest at the LIBOR Market Index Rate plus the Applicable Percentage (provided that the LIBOR Rate shall not be available until three (3) Business Days after the Closing Date unless the Company has delivered to the Administrative Agent a letter in form and substance satisfactory to the Administrative Agent indemnifying the Lenders against any loss or expense which may arise or be attributable to such Lender’s obtaining, liquidating or employing deposits or other funds acquired to effect, fund or maintain any Loan due to any failure of any Borrower to borrow on the date specified therefore in the initial Notice of Borrowing). The Company shall select the rate of interest and Interest Period, if any, applicable to any Revolving Credit Loan at the time a Notice of Borrowing is given or at the time a Notice of Conversion/Continuation is given pursuant to Section 4.2. Any Revolving Credit Loan denominated in Dollars or any portion thereof as to which the Company has not duly specified an interest rate as provided herein shall be deemed a Base Rate Loan and any Revolving Credit Loan or any portion thereof as to which the Company has not duly specified the applicable Permitted Currency (x) in its Notice of Borrowing as provided herein shall relation to Term RFR Rate Loans, be deemed a request for a Revolving Credit Loan converted immediately to the Base Rate Option denominated in Dollars (in an amount equal to the Dollar Equivalent of such Affected Currency) at the end of the Interest Period therefor; and (y) in its Notice relation to Daily Simple RFR Loans, be converted immediately to the Base Rate Option denominated in Dollars (in an amount equal to the Dollar Equivalent of Conversion/Continuation as provided herein such Affected Currency) or (ii) in relation to Term RFR Rate Loans, be prepaid at the end of the applicable Interest Period in full, subject in all cases to the obligation of the Borrower to pay any indemnity under the Agreement in connection with any such conversion. If at any time the designated rate applicable to any Loan made by any Lender exceeds such Lender’s highest lawful rate, the rate of interest on such Lender’s Loan shall be deemed limited to such Lender’s highest lawful rate. The applicable Base Rate, Daily Simple RFR or Term RFR shall be a request for a Revolving Credit determined by the Administrative Agent, and such determination shall be conclusive absent manifest error. Interest on the principal amount of each Loan denominated in an Affected Currency shall be paid by the same Permitted Currency as the Revolving Credit Loan to be converted or continuedBorrower in such Affected Currency.

Interest Rate Options. Subject The Borrower shall pay interest in respect of (x) the outstanding unpaid principal amount of the Revolving Credit Loans and 2023 Term Loans as selected by it from the Base Rate Option or Term SOFR Rate Option set forth below applicable to the Revolving Credit Loans or 2023 Term Loans and (y) the outstanding unpaid principal amount of the Initial Term Loans as selected by it from the Base Rate Option or LIBOR Rate Option set forth below applicable to the Initial Term Loans; it being understood that, subject to the provisions of this SectionAgreement, at the election Borrower may select different Interest Rate Options and different Interest Periods to apply simultaneously to the Loans comprising different Borrowing Tranches and may convert to or renew one or more Interest Rate Options with respect to all or any portion of the Company, Loans comprising any Borrowing Tranche; provided that there shall not be at any one time outstanding more than five (i5) Revolving Credit Borrowing Tranches in the aggregate among all of the Loans denominated in Dollars shall that bear interest at under the LIBOR Rate Option and more than five (A5) Borrowing Tranches in the aggregate among all of the Loans that bear interest under the Term SOFR Rate Option; provided further that if an Event of Default or Potential Default exists and is continuing, the Borrower may not request, convert to, or renew the LIBOR Rate Option and the Term SOFR Rate Option for any Loans and the Required Lenders may demand that all existing Borrowing Tranches bearing interest under the LIBOR Rate Option and the Term SOFR Rate Option shall be converted immediately to the Base Rate plus Option, subject to the Applicable Percentage obligation of the Borrower to pay any indemnity under Section 5.10 [Indemnity] in connection with such conversion and provided further that after the Tenth Amendment Effective Date the Borrower may not request, convert to, or (B) renew the LIBOR Rate plus Option for any Initial Term Loans. If at any time the Applicable Percentagedesignated rate applicable to any Loan made by any Lender exceeds such Lender’s highest lawful rate, (ii) Revolving Credit Loans denominated in an Alternative Currency shall bear the rate of interest at the LIBOR Rate plus the Applicable Percentage, (iii) the Japanese Yen Loans shall bear interest at (A) the Japanese Base Rate plus the Applicable Percentage and (iv) any Swingline on such Lender’s Loan shall bear interest at the LIBOR Market Index Rate plus the Applicable Percentage (provided that the LIBOR Rate shall not be available until three (3) Business Days after the Closing Date unless the Company has delivered to the Administrative Agent a letter in form and substance satisfactory to the Administrative Agent indemnifying the Lenders against any loss or expense which may arise or be attributable limited to such Lender’s obtaining, liquidating or employing deposits or other funds acquired to effect, fund or maintain any Loan due to any failure of any Borrower to borrow on the date specified therefore in the initial Notice of Borrowing). The Company shall select the rate of interest and Interest Period, if any, applicable to any Revolving Credit Loan at the time a Notice of Borrowing is given or at the time a Notice of Conversion/Continuation is given pursuant to Section 4.2. Any Revolving Credit Loan denominated in Dollars or any portion thereof as to which the Company has not duly specified an interest rate as provided herein shall be deemed a Base Rate Loan and any Revolving Credit Loan or any portion thereof as to which the Company has not duly specified the applicable Permitted Currency (x) in its Notice of Borrowing as provided herein shall be deemed a request for a Revolving Credit Loan denominated in Dollars and (y) in its Notice of Conversion/Continuation as provided herein shall be deemed to be a request for a Revolving Credit Loan denominated in the same Permitted Currency as the Revolving Credit Loan to be converted or continuedhighest lawful rate.

Interest Rate Options. Subject to the provisions of this SectionSection 4.1, (i) at the election of the CompanyBorrower, (i) the aggregate principal balance of the Revolving Credit Loans denominated in Dollars (or any portion thereof) shall bear interest at (A) the Base Rate plus or the LIBOR Rate, plus, in each case, the Applicable Percentage or (B) the LIBOR Rate plus the Applicable PercentageMargin as set forth below, and (ii) Revolving Credit the aggregate principal balance of the Term Loans denominated in an Alternative Currency shall bear interest at the LIBOR Rate Rate, plus the Applicable Percentage, (iii) the Japanese Yen Loans shall bear interest at (A) the Japanese Base Rate plus the Applicable Percentage and (iv) any Swingline Loan shall bear interest at the LIBOR Market Index Rate plus the Applicable Percentage (provided that the LIBOR Rate shall not be available until three (3) Business Days after the Closing Date unless the Company has delivered to the Administrative Agent a letter in form and substance satisfactory to the Administrative Agent indemnifying the Lenders against any loss or expense which may arise or be attributable to such Lender’s obtaining, liquidating or employing deposits or other funds acquired to effect, fund or maintain any Loan due to any failure of any Borrower to borrow on the date specified therefore in the initial Notice of Borrowing)Margin as set forth below. The Company Borrower shall select the rate of interest and Interest Period, if any, applicable to any Revolving Credit Loan at the time a Notice of Borrowing is given or pursuant to Section 2.2 with respect thereto and at the time a each Notice of Conversion/Continuation is given pursuant to Section 4.24.2 with respect thereto. From and including the date the Term Loans are advanced to but excluding the first Business Day of the next calendar quarter, the Term Loans shall bear interest at the LIBOR Rate (calculated for a one-month interest period as of two Business Days prior to the date the Term Loans are advanced) plus 1.25%. Thereafter, (i) the Term Loans shall bear interest at the LIBOR Rate plus the Applicable Margin, and (ii) the Term Loans shall have successive Interest Periods of three (3) months, with the first such three-month Interest Period commencing on the first Business Day of the first calendar quarter beginning after the date the Term Loans are advanced and ending on the first Business Day of the next calendar quarter, and with each subsequent such three-month Interest Period commencing on the date on which the next preceding Interest Period expires and ending on the first Business Day of the next calendar quarter. Each Revolving Credit Loan or portion thereof bearing interest based on the Base Rate shall be a "Base Rate Loan", and each Revolving Credit Loan or portion thereof bearing interest based on the LIBOR Rate and each Term Loan shall be a "LIBOR Rate Loan". Any Revolving Credit Loan denominated in Dollars or any portion thereof as to which the Company Borrower has not duly specified an interest rate as provided herein shall be deemed a Base Rate Loan and any Revolving Credit Loan or any portion thereof as to which the Company has not duly specified the applicable Permitted Currency (x) in its Notice of Borrowing as provided herein shall be deemed a request for a Revolving Credit Loan denominated in Dollars and (y) in its Notice of Conversion/Continuation as provided herein shall be deemed to be a request for a Revolving Credit Loan denominated in the same Permitted Currency as the Revolving Credit Loan to be converted or continuedLoan.

Interest Rate Options. Subject The Borrower shall pay interest in respect of the outstanding unpaid principal amount of the Loans as selected by it from the applicable Interest Rate Option set forth below applicable to the Loans, it being understood that, subject to the provisions of this SectionAgreement, at the election Borrower may select different Interest Rate Options and different Interest Periods to apply simultaneously to the Loans comprising different Borrowing Tranches and may convert to or renew one or more Interest Rate Options with respect to all or any portion of the CompanyLoans comprising any Borrowing Tranche; provided that there shall not be at any one time outstanding more than six (6) Borrowing Tranches in the aggregate among all of the Loans and provided further that if an Event of Default or Potential Default exists and is continuing, the Borrower may not request, convert to, or renew any Term Rate Loan Option for any Loans and the Required Lenders may demand that (i) Revolving Credit all existing Borrowing Tranches of Dollar Loans denominated in Dollars bearing interest under the Term SOFR Rate Option shall bear interest at (A) be converted immediately to the Base Rate plus the Applicable Percentage or (B) the LIBOR Rate plus the Applicable Percentage, Option and (ii) Revolving Credit all existing Borrowing Tranches of Loans denominated in an Alternative Optional Currency shall bear interest at be prepaid, or redenominated into Dollars in the LIBOR Rate plus amount of the Applicable Percentage, (iii) Dollar Equivalent thereof and converted immediately to the Japanese Yen Loans shall bear interest at (A) the Japanese Base Rate plus Option, subject, in each case, to the Applicable Percentage and (iv) obligation of the Borrower to pay any Swingline indemnity under Section 5.10 [Indemnity] in connection with such conversion. If at any time the designated rate applicable to any Loan made by any Lender exceeds such Lender’s highest lawful rate, the rate of interest on such Lender’s Loan shall bear interest at the LIBOR Market Index Rate plus the Applicable Percentage (provided that the LIBOR Rate shall not be available until three (3) Business Days after the Closing Date unless the Company has delivered to the Administrative Agent a letter in form and substance satisfactory to the Administrative Agent indemnifying the Lenders against any loss or expense which may arise or be attributable limited to such Lender’s obtaininghighest lawful rate. The applicable Base Rate, liquidating Term SOFR Rate, Daily Simple SOFR, Eurocurrency Rate or employing deposits or other funds acquired to effectTerm RFR shall be determined by the Administrative Agent, fund or maintain any Loan due to any failure of any Borrower to borrow and such determination shall be conclusive absent manifest error. Interest on the date specified therefore in the initial Notice principal amount of Borrowing). The Company shall select the rate of interest and Interest Period, if any, applicable to any Revolving Credit each Optional Currency Loan at the time a Notice of Borrowing is given or at the time a Notice of Conversion/Continuation is given pursuant to Section 4.2. Any Revolving Credit Loan denominated in Dollars or any portion thereof as to which the Company has not duly specified an interest rate as provided herein shall be deemed a Base Rate Loan and any Revolving Credit Loan or any portion thereof as to which paid by the Company has not duly specified the applicable Permitted Borrower in such Optional Currency (x) unless not possible in its Notice which case the Required Lenders may permit an alternative form of Borrowing as provided herein shall be deemed a request for a Revolving Credit Loan denominated in Dollars and (y) in its Notice of Conversion/Continuation as provided herein shall be deemed to be a request for a Revolving Credit Loan denominated in the same Permitted Currency as the Revolving Credit Loan to be converted or continuedpayment).

Interest Rate Options. Subject to the provisions of this Section, at the election of the Company, (i) Revolving Credit Loans and USD Revolving Credit Loans denominated in Dollars shall bear interest at (A) the Base Rate plus the Applicable Percentage or (B) the LIBOR Rate plus the Applicable Percentage, (ii) Revolving Credit Loans denominated in an Alternative Currency shall bear interest at the LIBOR Rate plus the Applicable Percentage, (iii) the Japanese Yen Loans shall bear interest at (A) the Japanese Base Rate plus the Applicable Percentage and (iv) any each Swingline Loan shall bear interest at the LIBOR Market Index Rate plus the Applicable Percentage (provided that the LIBOR Rate shall not be available until three (3) Business Days after the Closing Date unless the Company has delivered to the Administrative Agent a letter in form and substance satisfactory to the Administrative Agent indemnifying the Lenders against any loss or expense which may arise or be attributable to such Lender’s obtaining, liquidating or employing deposits or other funds acquired to effect, fund or maintain any Loan due to any failure of any Borrower to borrow on the date specified therefore in the initial Notice of Borrowing). The Company shall select the rate of interest and Interest Period, if any, applicable to any Revolving Credit Loan or USD Revolving Credit Loan at the time a Notice of Borrowing is given or at the time a Notice of Conversion/Continuation is given pursuant to Section 4.2. Any Revolving Credit Loan or USD Revolving Credit Loan denominated in Dollars or any portion thereof as to which the Company has not duly specified an interest rate as provided herein shall be deemed a Base Rate Loan and any Revolving Credit Loan or any portion thereof as to which the Company has not duly specified the applicable Permitted Currency (x) in its Notice of Borrowing as provided herein shall be deemed a request for a Revolving Credit Loan denominated in Dollars and (y) in its Notice of Conversion/Continuation as provided herein shall be deemed to be a request for a Revolving Credit Loan denominated in the same Permitted Currency as the Revolving Credit Loan to be converted or continuedcontinued (it being understood that USD Revolving Loans are available only in Dollars).

Interest Rate Options. Subject to the provisions of this SectionSection 3.1, at the election of the Companyapplicable Borrower, (i) Revolving Credit Loans denominated in Dollars shall bear interest at (A) the Base Rate plus the Applicable Percentage Margin for Base Rate Loans as set forth in Section 3.1(c) or (B) the LIBOR Rate plus the Applicable Percentage, (ii) Revolving Credit Loans denominated in an Alternative Currency shall bear interest at the Margin for LIBOR Rate plus the Applicable Percentage, (iiiLoans as set forth in Section 3.1(c) the Japanese Yen Loans shall bear interest at (A) the Japanese Base Rate plus the Applicable Percentage and (iv) any Swingline Loan shall bear interest at the LIBOR Market Index Rate plus the Applicable Percentage (provided that the LIBOR Rate shall not be available until three (3) Business Days after the Closing Date unless the Company has shall have delivered to the Administrative Agent prior to funding of the Loans on the Closing Date a LIBOR funding indemnity letter in form and substance reasonably satisfactory to the Administrative Agent indemnifying Agent) and (ii) any Competitive Bid Loan shall bear interest at (A) the Lenders against any loss LIBOR Rate plus the Competitive Margin specified by the Lender making such Competitive Bid Loan or expense which may arise or be attributable to (B) the Absolute Rate specified by the Lender making such Lender’s obtaining, liquidating or employing deposits or other funds acquired to effect, fund or maintain any Loan due to any failure of any Borrower to borrow on the date specified therefore in the initial Notice of Borrowing)Competitive Bid Loan. The Company applicable Borrower shall select the rate of interest and LIBOR Interest Period or Competitive Bid Loan Interest Period, if any, applicable to any Revolving Credit Loan at the time a Notice of Borrowing or Competitive Bid Request is given pursuant to Section 2.2 or Section 2.3 or at the time a Notice of Conversion/Continuation is given pursuant to Section 4.23.2. Each Loan or portion thereof bearing interest based on the Base Rate shall be a “Base Rate Loan”, and each Loan or portion thereof bearing interest based on the LIBOR Rate shall be a “LIBOR Rate Loan”. Any Revolving Credit Loan denominated in Dollars or any portion thereof as to which the Company applicable Borrower has not duly specified an interest rate as provided herein shall be deemed a Base Rate Loan and any Revolving Credit Loan or any portion thereof as to which the Company has not duly specified the applicable Permitted Currency (x) in its Notice of Borrowing as provided herein shall be deemed a request for a Revolving Credit Loan denominated in Dollars and (y) in its Notice of Conversion/Continuation as provided herein shall be deemed to be a request for a Revolving Credit Loan denominated in the same Permitted Currency as the Revolving Credit Loan to be converted or continuedLoan.

Interest Rate Options. Subject to the provisions of this Section, at the election of the Company, (i) Revolving Credit Base Rate Loans denominated in Dollars shall bear interest at a rate equal to (Ai) the Domestic Base Rate plus the Applicable Percentage Domestic Base Rate Margin (subject to adjustment as and when set forth below), if such Loans constitute Revolving Loans made in Dollars or Swingline Loans, or (Bii) the LIBOR Foreign Base Rate plus the Applicable PercentageForeign Base Rate Margin (subject to adjustment as and when set forth below), if such Loans constitute European Swingline Loans made as Base Rate Loans in the Base Rate Currency. LIBOR Rate Loans (iiwhich shall include all Revolving Loans made as Foreign Currency Loans, and any European Swingline Loans made in Alternative Currencies other than European Swingline Loans made as Base Rate Loans in the Base Rate Currency) Revolving Credit Loans denominated in an Alternative Currency shall bear interest at the LIBOR Rate plus the Applicable PercentageLIBOR Margin (subject to adjustment as and when set forth below). On behalf of the Borrowers, (iii) the Japanese Yen Loans AHL shall bear interest at (A) the Japanese determine whether a Revolving Loan is to be a Foreign Currency Loan, Base Rate plus the Applicable Percentage and (iv) any Swingline Loan shall bear interest at the LIBOR Market Index Rate plus the Applicable Percentage (provided that the or LIBOR Rate shall not be available until three (3) Business Days after the Closing Date unless the Company has delivered to the Administrative Agent a letter in form Loan and substance satisfactory to the Administrative Agent indemnifying the Lenders against any loss or expense which may arise or be attributable to such Lender’s obtaining, liquidating or employing deposits or other funds acquired to effect, fund or maintain any Loan due to any failure of any Borrower to borrow on the date specified therefore in the initial Notice of Borrowing). The Company shall select the rate of interest and Interest Period, if any, applicable to any Revolving Credit such Loan at the time a Notice of Borrowing request for borrowing is given or at the time a Notice of Conversion/Continuation is given pursuant to Section 4.23.2. Any Revolving Credit Loan denominated in Dollars or any portion thereof as to which the Company has not duly specified an interest rate as provided herein shall shall, (x) if it is a Loan made in Dollars, be deemed a Base Rate Loan and any Revolving Credit Loan or any portion thereof as to which the Company has not duly specified the applicable Permitted Currency (x) in its Notice of Borrowing as provided herein shall be deemed a request for a Revolving Credit Loan denominated in Dollars Loan, and (y) in its Notice if it is a Revolving Loan made as a Foreign Currency Loan, be deemed a LIBOR Rate Loan having an Interest Period of Conversion/Continuation one month. Any LIBOR Rate Loan for which an Interest Period has ended, shall, so long as provided herein no Event of Default has occurred and shall be continuing, be deemed renewed as a LIBOR Rate Loan in the currency in which the LIBOR Rate Loan was repayable (unless it is a Foreign Currency Loan made in German deutsche marks, which shall be paid in full at the end of such Interest Period), and have an Interest Period of one month, provided that no Event of Default shall arise as a result thereof. For the avoidance of doubt and without limiting the foregoing, (i) any borrowings under the Revolving Facility made in an Alternative Currency (including English Pounds) shall be made by the Lenders solely as LIBOR Rate Loans, (ii) any borrowings under the European Swingline Facility made in an Alternative Currency (other than English Pounds) shall be made by the European Swingline Lender solely as LIBOR Rate Loans having an Interest Period of one month or as otherwise acceptable to the European Swingline Lender, and (iii) any borrowings under the European Swingline Facility made in English Pounds shall be made by the European Swingline Lender as Foreign Base Rate Loans or, if acceptable to the European Swingline Lender, as LIBOR Rate Loans having an Interest Period of one month or as otherwise acceptable to the European Swingline Lender. Notwithstanding the foregoing or anything else contained in this Agreement or any other Loan Document to the contrary, (i) each LIBOR Rate Loan issued and outstanding as of March 14, 2002 (the “LIBOR Conversion Date”) in Dollars shall, at the end of the then continuing Interest Period applicable thereto, convert into Base Rate Loans; (ii) each Loan made in Dollars on and after the LIBOR Conversion Date shall only be a request for Base Rate Loan and (iii) interest on each Loan shall be payable as follows: (A) prior to the Expiration Date, interest on all Loans shall be payable in cash on each Interest Payment Date based on a Revolving Credit Loan denominated calculation which assumes that such Loans bear interest at a rate per annum equal to 8% (the “Fixed Rate Payments”) and (B) on the Expiration Date, interest on all Loans shall be payable in cash on such date in amount equal to the same Permitted Currency as interest accrued and unpaid on such Loans under this Section 3.1(a) less the Revolving Credit Loan to be converted or continuedaggregate of the Fixed Rate Payments previously paid on such Loans.

Interest Rate Options. Subject to the provisions of this SectionSection 5.1, at the election of the CompanyBorrower, (i) Revolving Credit Loans denominated in Dollars shall bear interest at (A) and the Base Rate plus the Applicable Percentage or (B) the LIBOR Rate plus the Applicable Percentage, (ii) Revolving Credit Loans denominated in an Alternative Currency Term Loan B shall bear interest at the Base Rate or the LIBOR Rate plus plus, in each case, the Applicable Percentage, (iiiMargin as set forth in Section 5.1(c) the Japanese Yen Loans shall bear interest at below; provided that (A) the Japanese Base Rate plus the Applicable Percentage and (iv) any Swingline Loan shall bear interest at the LIBOR Market Index Rate plus the Applicable Percentage (provided that the LIBOR Rate shall not be available for Revolving Credit Loans until three (3) Business Days after the Closing Date and (B) the LIBOR Rate shall not be available for the Term Loan B until three (3) Business Days after the Closing Date unless the Company Borrower has delivered to the Administrative Agent a letter in form and substance satisfactory to the Administrative Agent indemnifying the Term Loan Lenders against any loss or expense which may arise or be attributable to such Lender’s obtaining, liquidating or employing deposits or other funds acquired to effect, fund or maintain any Loan due to any failure of any Borrower to borrow on the date specified therefore in the initial Notice manner set forth in Section 5.10 of Borrowing)this Agreement and (ii) the Term Loan C shall bear interest at the RTFC Variable Rate or the RTFC Fixed Rate; provided that the RTFC Fixed Rate shall not be available until five (5) days after the Closing Date plus, in each case the Applicable Margin as set forth below. The Company Borrower shall select the rate of interest and LIBOR Interest Period or Term Interest Period, if any, applicable to any Revolving Credit Loan at the time a Notice of Borrowing is given pursuant to Section 2.2 or at the time a Notice of Conversion/Continuation is given pursuant to Section 4.25.2. Each Revolving Credit Loan, Term Loan B or portion thereof bearing interest based on the Base Rate shall be a “Base Rate Loan”, and each Revolving Credit Loan, Term Loan B or portion thereof bearing interest based on the LIBOR Rate shall be a “LIBOR Rate Loan.” Any Revolving Credit Loan, any Term Loan denominated in Dollars B or any portion thereof as to which the Company Borrower has not duly specified an interest rate as provided herein shall be deemed a Base Rate Loan. The portion of the Term Loan C bearing interest based on the RTFC Variable Rate shall be a “RTFC Variable Rate Loan”, and any Revolving Credit Loan or any the portion thereof bearing interest based on the RTFC Fixed Rate shall be a “RTFC Fixed Rate Loan.” Any portion of the Term Loan C as to which the Company Borrower has not duly specified the applicable Permitted Currency (x) in its Notice of Borrowing an interest rate as provided herein shall be deemed a request for a Revolving Credit Loan denominated in Dollars and (y) in its Notice of Conversion/Continuation as provided herein shall be deemed to be a request for a Revolving Credit Loan denominated in the same Permitted Currency as the Revolving Credit Loan to be converted or continuedRTFC Variable Rate Loan.

Interest Rate Options. Subject The Borrower shall pay interest in respect of the outstanding unpaid principal amount of the Loans as selected by it from the Base Rate Option or Euro-Rate Option set forth below applicable to the Loans, it being understood that, subject to the provisions of this SectionAgreement, at the election Borrower may select different Interest Rate Options and different Interest Periods to apply simultaneously to the Loans comprising different Borrowing Tranches and may convert to or renew one or more Interest Rate Options with respect to all or any portion of the CompanyLoans comprising any Borrowing Tranche, provided that there shall not be at any one time outstanding more than six (i6) Revolving Credit Borrowing Tranches in the aggregate among all of the Loans denominated in Dollars shall bear interest at (A) including a Borrowing Tranche to which the Base Rate plus Option applies) and provided further that only the Applicable Percentage or (B) the LIBOR Rate plus the Applicable Percentage, (ii) Revolving Credit Loans denominated in an Alternative Currency shall bear interest at the LIBOR Rate plus the Applicable Percentage, (iii) the Japanese Yen Loans shall bear interest at (A) the Japanese Base Rate plus the Applicable Percentage and (iv) any Swingline Loan Option shall bear interest at the LIBOR Market Index Rate plus the Applicable Percentage (provided that the LIBOR Rate shall not be available until three (3) Business Days after the Closing Date unless the Company has delivered apply to the Administrative Agent a letter in form and substance satisfactory Swing Loans. If at any time the designated rate applicable to the Administrative Agent indemnifying the Lenders against any loss or expense which may arise or be attributable to such Lender’s obtaining, liquidating or employing deposits or other funds acquired to effect, fund or maintain any Loan due to made by any failure of any Borrower to borrow on the date specified therefore in the initial Notice of Borrowing). The Company shall select Bank exceeds such Bank's highest lawful rate, the rate of interest on such Bank's Loan shall be limited to such Bank's highest lawful rate. Notwithstanding any provisions to the contrary contained in this Agreement or any other Loan Document, the Borrower shall not be required to pay, and the Banks shall not be permitted to collect, any amount of interest in excess of the maximum amount of interest permitted by applicable Law ("Excess Interest"). If any Excess Interest Periodis provided for or determined by a court of competent jurisdiction to have been provided for in this Agreement or in any other Loan Document, if anythen, applicable in such event: (1) the provisions of this subsection shall govern and control; (2) the Borrower shall not be obligated to pay any Revolving Credit Loan Excess Interest; (3) any Excess Interest that the Banks may have received hereunder shall be, at the time option of the Required Banks, (a) applied as a Notice credit against the outstanding principal balance of Borrowing is given the Obligations or at accrued and unpaid interest (not to exceed the time a Notice maximum amount permitted by Law), (b) refunded to the payor thereof, or (c) any combination of Conversion/Continuation is given pursuant to Section 4.2. Any Revolving Credit Loan denominated in Dollars or any portion thereof as to which the Company has not duly specified an foregoing; (4) the interest rate as rates provided for herein shall be deemed a Base Rate automatically reduced to the maximum lawful rate allowed from time to time under applicable Law, and this Agreement and the other Loan and any Revolving Credit Loan or any portion thereof as to which the Company has not duly specified the applicable Permitted Currency (x) in its Notice of Borrowing as provided herein shall be deemed a request for a Revolving Credit Loan denominated in Dollars and (y) in its Notice of Conversion/Continuation as provided herein Documents shall be deemed to have been and shall be a request reformed and modified to reflect such reduction; and (5) the Borrower shall have no action against the Agent or any Bank for a Revolving Credit Loan denominated in any damages arising out of the same Permitted Currency as the Revolving Credit Loan payment or collection of any Excess Interest (other than to be converted or continuedenforce this Section 3.1).

Interest Rate Options. Subject The Borrowers shall pay interest in respect of the outstanding unpaid principal amount of the Loans as selected by it from the Base Rate Option or LIBOR Rate Option set forth below applicable to the Loans, it being understood that, subject to the provisions of this SectionAgreement, at the election Borrowers may select different Interest Rate Options and different Interest 219962390 Periods to apply simultaneously to the Loans comprising different Borrowing Tranches and may convert to or renew one or more Interest Rate Options with respect to all or any portion of the CompanyLoans comprising any Borrowing Tranche; provided that there shall not be at any one time outstanding more than twelve (12) Borrowing Tranches in the aggregate among all of the Loans and provided further that if an Event of Default or Potential Default exists and is continuing, (i) Revolving Credit the Borrowers may not request, convert to, or renew the LIBOR Rate Option for any Loans denominated in Dollars and the Required Banks may demand that all existing Borrowing Tranches bearing interest under the LIBOR Rate Option shall bear interest at (A) be converted immediately to the Base Rate plus the Applicable Percentage or (B) the LIBOR Rate plus the Applicable PercentageOption, (ii) Revolving Credit Loans denominated in an Alternative Currency shall bear interest at the LIBOR Rate plus the Applicable Percentage, (iii) the Japanese Yen Loans shall bear interest at (A) the Japanese Base Rate plus the Applicable Percentage and (iv) any Swingline Loan shall bear interest at the LIBOR Market Index Rate plus the Applicable Percentage (provided that the LIBOR Rate shall not be available until three (3) Business Days after the Closing Date unless the Company has delivered subject to the Administrative Agent a letter obligation of the Borrowers to pay any indemnity under Section 5.10 [Indemnity] in form and substance satisfactory connection with such conversion. If at any time the designated rate applicable to the Administrative Agent indemnifying the Lenders against any loss or expense which may arise or be attributable to such Lender’s obtaining, liquidating or employing deposits or other funds acquired to effect, fund or maintain any Loan due to made by any failure of any Borrower to borrow on the date specified therefore in the initial Notice of Borrowing). The Company shall select Bank exceeds such Bank's highest lawful rate, the rate of interest on such Bank's Loan shall be limited to such Bank's highest lawful rate. Notwithstanding any provisions to the contrary contained in this Agreement or any other Loan Document, no Borrower shall be required to pay, and the Banks shall not be permitted to collect, any amount of interest in excess of the maximum amount of interest permitted by applicable Law ("Excess Interest"). If any Excess Interest Periodis provided for or determined by a court of competent jurisdiction to have been provided for in this Agreement or in any other Loan Document, if anythen, in such event: (1) the provisions of this subsection shall govern and control; (2) the applicable Borrower shall not be obligated to pay any Revolving Credit Loan Excess Interest; (3) any Excess Interest that the Banks may have received hereunder shall be, at the time option of the Required Banks, (a) applied as a Notice credit against the outstanding principal balance of Borrowing is given the Obligations or at accrued and unpaid interest (not to exceed the time a Notice maximum amount permitted by Law), (b) refunded to the payor thereof, or (c) any combination of Conversion/Continuation is given pursuant to Section 4.2. Any Revolving Credit Loan denominated in Dollars or any portion thereof as to which the Company has not duly specified an foregoing; (4) the interest rate as rates provided for herein shall be deemed a Base Rate automatically reduced to the maximum lawful rate allowed from time to time under applicable Law, and this Agreement and the other Loan and any Revolving Credit Loan or any portion thereof as to which the Company has not duly specified the applicable Permitted Currency (x) in its Notice of Borrowing as provided herein shall be deemed a request for a Revolving Credit Loan denominated in Dollars and (y) in its Notice of Conversion/Continuation as provided herein Documents shall be deemed to have been and shall be a request reformed and modified to reflect such reduction; and (5) no Borrower shall have any action against the Administrative Agent or any Bank for a Revolving Credit Loan denominated in any damages arising out of the same Permitted Currency as the Revolving Credit Loan payment or collection of any Excess Interest (other than to be converted or continuedenforce this Section 4.1).

Interest Rate Options. Subject to the provisions of this Section, at the election of the CompanyBorrower, (i) Revolving Credit Loans denominated in Dollars shall bear interest at (A) the Base Rate plus the Applicable Percentage or (B) the LIBOR Rate plus the Applicable Percentage, (ii) Revolving Credit Loans denominated in an Alternative Currency shall bear interest at the LIBOR Rate plus the Applicable Percentage, (iii) the Japanese Yen Loans shall bear interest at (A) the Japanese Base Rate plus the Applicable Percentage and (iv) any Swingline Loan shall bear interest at the LIBOR Market Index Rate plus the Applicable Percentage (provided that the LIBOR Rate shall not be available until three (3) Business Days after the Closing Date unless the Company Borrower has delivered to the Administrative Agent a letter in form and substance satisfactory to the Administrative Agent indemnifying the Lenders against any loss or expense which may arise or be attributable to such Lender’s obtaining, liquidating or employing deposits or other funds acquired to effect, fund or maintain any Loan due to any failure of any the Borrower to borrow on the date specified therefore in the initial Notice of Borrowing). The Company Borrower shall select the rate of interest and Interest Period, if any, applicable to any Revolving Credit Loan at the time a Notice of Borrowing is given or at the time a Notice of Conversion/Continuation is given pursuant to Section 4.2. Any Revolving Credit Loan denominated in Dollars or any portion thereof as to which the Company Borrower has not duly specified an interest rate as provided herein shall be deemed a Base Rate Loan and any Revolving Credit Loan or any portion thereof as to which the Company Borrower has not duly specified the applicable Permitted Currency (x) in its Notice of Borrowing as provided herein shall be deemed a request for a Revolving Credit Loan denominated in Dollars and (y) in its Notice of Conversion/Continuation as provided herein shall be deemed to be a request for a Revolving Credit Loan denominated in the same Permitted Currency as the Revolving Credit Loan to be converted or continued.

Interest Rate Options. Subject to the provisions of this SectionSection 4.1, at the election of a Borrower, the Company, (i) aggregate principal balance of any Revolving Credit Loans denominated in Dollars shall bear interest at (A) the Base Rate plus the Applicable Percentage or (B) the LIBOR Rate plus the Applicable Percentage, (ii) Revolving Credit Loans denominated in an Alternative Currency shall bear interest at the LIBOR Rate plus the Applicable Percentage, (iii) the Japanese Yen Loans shall bear interest at (Ai) the Japanese Base Rate or (ii) the Offshore Rate plus the Applicable Percentage for Offshore Rate Loans; provided that (A) such interest rate shall be increased by any amount required pursuant to Section 4.1(f) and (ivB) any Swingline Loan shall bear interest at the LIBOR Market Index Offshore Rate plus the Applicable Percentage (provided that the LIBOR Rate Loans shall not be available until three (3) Business Days after the Closing Date unless the Company has delivered to the Administrative Agent a letter in form and substance satisfactory to the Administrative Agent indemnifying the Lenders against any loss or expense which may arise or be attributable to such Lender’s obtaining, liquidating or employing deposits or other funds acquired to effect, fund or maintain any Loan due to any failure of any Date. Such Borrower to borrow on the date specified therefore in the initial Notice of Borrowing). The Company shall select the rate of interest and interest, Interest Period, if any, and Applicable Currency, in the case of an Offshore Currency Loan, applicable to any Revolving Credit Loan at the time a Notice of Revolving Credit Borrowing is given pursuant to Section 2.2, or at the time a Notice of Conversion/Continuation is given pursuant to Section 4.2. Each Revolving Credit Loan, Swingline Loan, or portion thereof bearing interest based on the Base Rate shall be a “Base Rate Loan,” and each Revolving Credit Loan or portion thereof bearing interest based on the Offshore Rate shall be an “Offshore Rate Loan.” Any Revolving Credit Loan denominated in Dollars or any portion thereof as to which the Company Company, on behalf of a Borrower, requesting such Revolving Credit Loan has not duly specified an interest rate as provided herein shall be deemed a Base Rate Loan. A Competitive Bid Loan and any Revolving Credit Loan or any portion thereof as to which will bear interest at the Company has not duly Competitive Bid Rate specified the applicable Permitted Currency (x) in its Notice of Borrowing as provided herein shall be deemed a request for a Revolving Credit Loan denominated in Dollars and (y) in its Notice of Conversion/Continuation as provided herein shall be deemed to be a request for a Revolving Credit Loan denominated in the same Permitted Currency as Competitive Bid accepted by the Revolving Credit Loan Borrower with respect to be converted or continuedsuch Competitive Bid Loan. Swingline Loans shall bear interest at the Swingline Rate.

Interest Rate Options. Subject to the provisions of this Section, at the election of the Company, (i) Revolving Credit Base Rate Loans denominated in Dollars shall bear interest at a rate equal to (Ai) the Domestic Base Rate plus the Applicable Percentage Domestic Base Rate Margin (subject to adjustment as and when set forth below), if such Loans constitute Revolving Loans made in Dollars or Swingline Loans, or (Bii) the LIBOR Foreign Base Rate plus the Applicable PercentageForeign Base Rate Margin (subject to adjustment as and when set forth below), if such Loans constitute European Swingline Loans made as Base Rate Loans in the Base Rate Currency. LIBOR Rate Loans (iiwhich shall include all Revolving Loans made as Foreign Currency Loans, and any European Swingline Loans made in Alternative Currencies other than Europeans Swingline Loans made as Base Rate Loans in the Base Rate Currency) Revolving Credit Loans denominated in an Alternative Currency shall bear interest at the LIBOR Rate plus the Applicable PercentageLIBOR Margin (subject to adjustment as and when set forth below). On behalf of the Borrowers, (iii) the Japanese Yen Loans AHL shall bear interest at (A) the Japanese determine whether a Revolving Loan is to be a Foreign Currency Loan, Base Rate plus the Applicable Percentage and (iv) any Swingline Loan shall bear interest at the LIBOR Market Index Rate plus the Applicable Percentage (provided that the or LIBOR Rate shall not be available until three (3) Business Days after the Closing Date unless the Company has delivered to the Administrative Agent a letter in form Loan and substance satisfactory to the Administrative Agent indemnifying the Lenders against any loss or expense which may arise or be attributable to such Lender’s obtaining, liquidating or employing deposits or other funds acquired to effect, fund or maintain any Loan due to any failure of any Borrower to borrow on the date specified therefore in the initial Notice of Borrowing). The Company shall select the rate of interest and Interest Period, if any, applicable to any Revolving Credit such Loan at the time a Notice of Borrowing request for borrowing is given or at the time a Notice of Conversion/Continuation is given pursuant to Section 4.23.2. Any Revolving Credit Loan denominated in Dollars or any portion thereof as to which the Company has not duly specified an interest rate as provided herein shall shall, (x) if it is a Loan made in Dollars, be deemed a Base Rate Loan and any Revolving Credit Loan or any portion thereof as to which the Company has not duly specified the applicable Permitted Currency (x) in its Notice of Borrowing as provided herein shall be deemed a request for a Revolving Credit Loan denominated in Dollars Loan, and (y) in its Notice if it is a Revolving Loan made as a Foreign Currency Loan, be deemed a LIBOR Rate Loan having an Interest Period of Conversion/Continuation one month. Any LIBOR Rate Loan for which an Interest Period has ended, shall, so long as provided herein no Event of Default has occurred and shall be continuing, be deemed to be renewed as a request for a Revolving Credit LIBOR Rate Loan denominated in the same Permitted currency in which the LIBOR Rate Loan was repayable (unless it is a Foreign Currency Loan made in German deutsche marks, which shall be paid in full at the end of such Interest Period), and have an Interest Period of one month, provided that no Event of Default shall arise as the Revolving Credit Loan to a result thereof. The Applicable Domestic Base Rate Margin, Applicable Foreign Base Rate Margin and Applicable LIBOR Margin, respectively, shall be converted or continued.increased:

Interest Rate Options. Subject to the provisions of this SectionSection 4.1, at the election of the CompanyBorrower, (i) Revolving Credit Loans denominated in Dollars shall bear interest at (A) the Base Rate plus the Applicable Percentage Margin as set forth in Section 4.1(c) or (B) the LIBOR Rate plus the Applicable PercentageMargin as set forth in Section 4.1(c), (ii) Revolving Credit Loans denominated in an Alternative Currency Loans shall bear interest at the LIBOR Rate plus the Applicable Percentage, Margin as set forth in Section 4.1(c) and (iii) the Japanese Yen Swingline Loans shall bear interest at (A) the Japanese Base Rate plus the Applicable Percentage and (iv) any Swingline Loan shall bear interest at the LIBOR Market Index Rate plus the Applicable Percentage (Margin as set forth in Section 4.1(c); provided that the LIBOR Rate shall not be available until three (3) Business Days after the Closing Date unless the Company has delivered to the Administrative Agent a letter in form and substance satisfactory to the Administrative Agent indemnifying the Lenders against any loss or expense which may arise or be attributable to such Lender’s obtaining, liquidating or employing deposits or other funds acquired to effect, fund or maintain any Loan due to any failure of any Borrower to borrow on the date specified therefore in the initial Notice of Borrowing)Date. The Company Borrower shall select the rate of interest and Interest Period, if any, applicable to any Revolving Credit Loan at the time a Notice of Borrowing is given pursuant to Section 2.4 or 3.5 or at the time a Notice of Conversion/Continuation is given pursuant to Section 4.2. Each Loan or portion thereof bearing interest based on the Base Rate (including, without limitation, each Swingline Loan) shall be a “Base Rate Loan” and each Loan or portion thereof bearing interest based on the LIBOR Rate shall be a “LIBOR Rate Loan.” Any Revolving Credit Loan denominated in Dollars or any portion thereof as to which the Company Borrower has not duly specified an interest rate as provided herein shall be deemed a Base Rate Loan and any Revolving Credit denominated in Dollars. Any Alternative Currency Loan or any portion thereof as to which the Company Borrower has not duly specified the applicable Permitted Currency (x) in its Notice of Borrowing an interest rate as provided herein shall be deemed a request for a Revolving Credit LIBOR Rate Loan denominated in Dollars with an Interest Period of one (1) month and (y) in its Notice of Conversion/Continuation as provided herein shall be deemed to be a request for a Revolving Credit Loan denominated in the same Permitted Currency as the Revolving Credit Loan to be converted or continued.made four (4) Business Days after receipt of such notice

Interest Rate Options. Subject to the provisions of this Section, at the election of the CompanySection 2.09, (i) Revolving Credit Loans denominated in Dollars shall bear interest at (A) the Alternate Base Rate plus the Applicable Percentage or (B) the LIBOR Adjusted LIBO Rate plus the Applicable Percentage, at the election of the Borrower, (ii) Revolving Credit Loans denominated in an Alternative Currency Sterling shall bear interest at the LIBOR Adjusted LIBO Rate plus the Applicable Percentage, (iii) the Japanese Yen Revolving Loans denominated in Euros shall bear interest at EURIBOR plus the Applicable Percentage, (Aiv) Revolving Loans denominated in Canadian Dollars shall bear interest the Japanese Base CDOR Rate plus the Applicable Percentage, (v) Revolving Loans denominated in Australian Dollars shall bear interest at BBSY plus the Applicable Percentage, (vi) Revolving Loans denominated in any other Permitted Alternative Currency shall bear interest at the LIBO Rate plus the Applicable Percentage and (ivvii) any Swingline Loan Loans shall bear interest at the LIBOR Market Index Rate plus the Applicable Percentage (provided that the LIBOR Rate shall not be available until three (3) Business Days after the Closing Date unless the Company has delivered to the Administrative Agent a letter in form and substance satisfactory to the Administrative Agent indemnifying the Lenders against any loss or expense which may arise or be attributable to such Lender’s obtaining, liquidating or employing deposits or other funds acquired to effect, fund or maintain any Loan due to any failure of any Borrower to borrow on the date specified therefore in the initial Notice of Borrowing)Percentage. The Company Borrower shall select the rate of interest and Interest Period, if any, applicable to any Revolving Credit Loan at the time a Notice of Borrowing is given pursuant to Section 2.03 or at the time a Notice of Conversion/Continuation is given pursuant to Section 4.22.10. Any Revolving Credit Loan denominated in Dollars or any portion thereof as to which the Company has not duly specified an interest rate as provided herein shall be deemed a Base Rate Loan and any Revolving Credit Loan or any portion thereof as to which the Company Borrower has not duly specified the applicable Permitted an interest rate (excluding Alternative Currency (xLoans) in its Notice of Borrowing as provided herein shall be deemed a request for a Revolving Credit an ABR Loan denominated in Dollars Dollars. Requests for Alternative Currency Loans as to which the Borrower has not duly specified an interest rate and (y) in its Notice of Conversion/Continuation as provided herein interest period shall be deemed to be a request LIBO Rate Loan for a Revolving Credit Loan denominated in the same Permitted Currency as the Revolving Credit Loan to be converted or continuedone (1) month interest period.

Interest Rate Options. Subject The Borrower shall pay interest in respect of the outstanding unpaid principal amount of the Loans as selected by it from the Base Rate Option or Eurocurrency Rate Option specified below applicable to the Revolving Credit Loans or the Swingline Loans, respectively, it being understood that, subject to the provisions of this SectionAgreement, at the election Borrower may select different Interest Rate Options and different Interest Periods to apply simultaneously to the Loans comprising different Borrowing Tranches and may convert to or renew one or more Interest Rate Options with respect to all or any portion of the CompanyLoans comprising any Borrowing Tranche; provided that there shall not be at any one time outstanding more than six (6) Borrowing Tranches of Revolving Credit Loans; provided, further that if an Event of Default exists and is continuing, the Borrower may not request, convert to, or renew the Eurocurrency Rate Option for any Loans and the Required Lenders may demand that all existing Borrowing Tranches (i) Revolving Credit Loans denominated in Dollars bearing interest under the Eurocurrency Rate Option shall bear interest at (A) be converted immediately to the Base Rate plus the Applicable Percentage or (B) the LIBOR Rate plus the Applicable Percentage, Option and (ii) Revolving Credit Loans denominated in an Alternative Currency shall bear interest either (x) be converted immediately to the Base Rate Option denominated in Dollars (in an amount equal to the Dollar Equivalent of such Alternative Currency) at the LIBOR Rate plus end of the Applicable PercentageInterest Period therefor or (y) be prepaid at the end of the applicable Interest Period in full, (iii) subject in all cases to the Japanese Yen Loans shall bear obligation of the Borrower to pay any indemnity under Section 5.10 [Indemnity] in connection with any such conversion. If at any time the designated rate applicable to any Loan made by any Lender exceeds such Lender’s highest lawful rate, the rate of interest at (A) the Japanese Base Rate plus the Applicable Percentage and (iv) any Swingline on such Lender’s Loan shall bear interest at the LIBOR Market Index Rate plus the Applicable Percentage (provided that the LIBOR Rate shall not be available until three (3) Business Days after the Closing Date unless the Company has delivered to the Administrative Agent a letter in form and substance satisfactory to the Administrative Agent indemnifying the Lenders against any loss or expense which may arise or be attributable limited to such Lender’s obtaininghighest lawful rate. The applicable Base Rate or Adjusted Eurocurrency Rate shall be determined by the Administrative Agent, liquidating or employing deposits or other funds acquired to effect, fund or maintain any Loan due to any failure of any Borrower to borrow and such determination shall be conclusive absent manifest error. Interest on the date specified therefore in the initial Notice principal amount of Borrowing). The Company shall select the rate of interest and Interest Period, if any, applicable to any Revolving Credit Loan at the time a Notice of Borrowing is given or at the time a Notice of Conversion/Continuation is given pursuant to Section 4.2. Any Revolving Credit each Loan denominated in Dollars or any portion thereof as to which the Company has not duly specified an interest rate as provided herein Alternative Currency shall be deemed a Base Rate Loan and any Revolving Credit Loan or any portion thereof as to which paid by the Company has not duly specified the applicable Permitted Currency (x) Borrower in its Notice of Borrowing as provided herein shall be deemed a request for a Revolving Credit Loan denominated in Dollars and (y) in its Notice of Conversion/Continuation as provided herein shall be deemed to be a request for a Revolving Credit Loan denominated in the same Permitted Currency as the Revolving Credit Loan to be converted or continuedsuch Alternative Currency.

Interest Rate Options. Subject to the provisions of this SectionSection 4.1, at the election of a Borrower, the Company, (i) aggregate principal balance of any Revolving Credit Loans denominated in Dollars and Swingline Loans (if the Swingline Lender consents to such election) shall bear interest at (Ai) the Base Rate or (ii) the Offshore Rate plus the Applicable Percentage for Offshore Rate Loans under the 364 Day Facility or (B) the LIBOR Rate plus the Applicable PercentageFive Year Facility, (ii) Revolving Credit Loans denominated in an Alternative Currency shall bear interest at the LIBOR Rate plus the Applicable Percentage, (iii) the Japanese Yen Loans shall bear interest at (A) the Japanese Base Rate plus the Applicable Percentage and (iv) any Swingline Loan shall bear interest at the LIBOR Market Index Rate plus the Applicable Percentage (as applicable; provided that the LIBOR Rate such interest rate shall not be available until three (3) Business Days after the Closing Date unless the Company has delivered increased by any amount required pursuant to the Administrative Agent a letter in form and substance satisfactory to the Administrative Agent indemnifying the Lenders against any loss or expense which may arise or be attributable to such Lender’s obtaining, liquidating or employing deposits or other funds acquired to effect, fund or maintain any Loan due to any failure of any Borrower to borrow on the date specified therefore in the initial Notice of BorrowingSection 4.1(f). The Company Such Borrower shall select the rate of interest and interest, Interest Period, if any, and Applicable Currency, in the case of an Offshore Currency Loan, applicable to any Revolving Credit Loan or Swingline Loan at the time a Notice of Revolving Credit Borrowing is given pursuant to Section 2.2, or at the time a Notice of Swingline Borrowing is given pursuant to Section 2.6(d) or at the time a Notice of Conversion/Continuation is given pursuant to Section 4.2. Each Revolving Credit Loan, Swingline Loan, or portion thereof bearing interest based on the Base Rate shall be a "Base Rate Loan," and each Revolving Credit Loan, Swingline Loan, or portion thereof bearing interest based on the Offshore Rate shall be an "Offshore Rate Loan." Any Revolving Credit Loan denominated in Dollars or Swingline Loan or any portion thereof as to which the Company Borrower requesting such Revolving Credit Loan or Swingline Loan has not duly specified an interest rate as provided herein shall be deemed a Base Rate Loan. A Competitive Bid Loan and any Revolving Credit Loan or any portion thereof as to which will bear interest at the Company has not duly Competitive Bid Rate specified the applicable Permitted Currency (x) in its Notice of Borrowing as provided herein shall be deemed a request for a Revolving Credit Loan denominated in Dollars and (y) in its Notice of Conversion/Continuation as provided herein shall be deemed to be a request for a Revolving Credit Loan denominated in the same Permitted Currency as Competitive Bid accepted by the Revolving Credit Loan Borrower with respect to be converted or continuedsuch Competitive Bid Loan.

Interest Rate Options. Subject The Borrower shall pay interest in respect of the outstanding unpaid principal amount of the Loans as selected by it from the Base Rate Option or LIBOR Rate Option set forth below applicable to the Loans, it being understood that, subject to the provisions of this SectionAgreement, at the election Borrower may select different Interest Rate Options and different Interest Periods to apply simultaneously to the Loans comprising different Borrowing Tranches and may convert to or renew one or more Interest Rate Options with respect to all or any portion of the CompanyLoans comprising any Borrowing Tranche; provided that there shall not be at any one time outstanding more than six (6) Borrowing Tranches in the aggregate among all of the Loans and provided, (i) Revolving Credit further that if a Default or an Event of Default exists and is continuing, the Borrower may not request, convert to, or renew the LIBOR Rate Option for any Loans denominated in Dollars and the Required Lenders may demand that all existing Borrowing Tranches bearing interest under the LIBOR Rate Option shall bear interest at (A) be converted immediately to the Base Rate plus the Applicable Percentage or (B) the LIBOR Rate plus the Applicable PercentageOption, (ii) Revolving Credit Loans denominated in an Alternative Currency shall bear interest at the LIBOR Rate plus the Applicable Percentage, (iii) the Japanese Yen Loans shall bear interest at (A) the Japanese Base Rate plus the Applicable Percentage and (iv) any Swingline Loan shall bear interest at the LIBOR Market Index Rate plus the Applicable Percentage (provided that the LIBOR Rate shall not be available until three (3) Business Days after the Closing Date unless the Company has delivered subject to the Administrative Agent a letter obligation of the Borrower to pay any indemnity under Section 5.11 in form and substance satisfactory connection with such conversion. Notwithstanding anything herein to the Administrative Agent indemnifying contrary, if at any time the Lenders against interest rate applicable to any loss or expense Loan, together with all fees, charges and other amounts which are treated as interest on such Loan under Applicable Law (collectively the “Charges”), shall exceed the maximum lawful rate (the “Maximum Rate”) which may arise be contracted for, charged, taken, received or be attributable to reserved by the Lender holding such Lender’s obtainingLoan in accordance with Applicable Law, liquidating or employing deposits or other funds acquired to effect, fund or maintain any Loan due to any failure of any Borrower to borrow on the date specified therefore in the initial Notice of Borrowing). The Company shall select the rate of interest payable in respect of such Loan hereunder, together with all Charges payable in respect thereof, shall be limited to the Maximum Rate and, to the extent lawful, the interest and Interest PeriodCharges that would have been payable in respect of such Loan but were not payable as a result of the operation of this Section shall be cumulated and the interest and Charges payable to such Lender in respect of other Loans or periods shall be increased (but not above the Maximum Rate therefor) until such cumulated amount, if any, applicable to any Revolving Credit Loan together with interest thereon at the time a Notice Federal Funds Effective Rate to the date of Borrowing is given or at the time a Notice of Conversion/Continuation is given pursuant to Section 4.2. Any Revolving Credit Loan denominated in Dollars or any portion thereof as to which the Company has not duly specified an interest rate as provided herein repayment, shall be deemed a Base Rate Loan and any Revolving Credit Loan or any portion thereof as to which the Company has not duly specified the applicable Permitted Currency (x) in its Notice of Borrowing as provided herein shall be deemed a request for a Revolving Credit Loan denominated in Dollars and (y) in its Notice of Conversion/Continuation as provided herein shall be deemed to be a request for a Revolving Credit Loan denominated in the same Permitted Currency as the Revolving Credit Loan to be converted or continuedhave been received by such Lender.

Interest Rate Options. Subject to the provisions of this SectionSECTION 5.1, at the election of the CompanyBorrowers, the aggregate principal balance of (i) the Revolving Credit Loans denominated in Dollars shall bear interest at (A) the Base Rate plus PLUS the Applicable Percentage Margin as set forth in SECTION 5.1(c), or (Bb) the LIBOR Rate plus PLUS the Applicable PercentageMargin as set forth in SECTION 5.1(c); PROVIDED that the LIBOR Rate shall not be available until three (3) Business Days after the Closing Date unless the Borrowers and the Administrative Agent have executed an indemnification agreement in form and substance satisfactory to the Administrative Agent, (ii) Revolving Credit Loans denominated in an Alternative Currency any Swingline Loan shall bear interest at the LIBOR Base Rate plus PLUS the Applicable Percentage, Margin as set forth in SECTION 5.1(c); and (iii) the Japanese Yen Term Loans shall bear interest at (A) the Japanese Base Rate plus the Applicable Percentage PLUS one and one half percent (iv1.5%), or (B) any Swingline Loan shall bear interest at the LIBOR Market Index Rate plus the Applicable Percentage PLUS three percent (3%); provided that the LIBOR Rate shall not be available until three (3) Business Days after the Closing Date unless the Company has delivered to Borrowers and the Administrative Agent a letter have executed an indemnification agreement in form and substance satisfactory to the Administrative Agent indemnifying the Lenders against any loss or expense which may arise or be attributable to such Lender’s obtaining, liquidating or employing deposits or other funds acquired to effect, fund or maintain any Loan due to any failure of any Borrower to borrow on the date specified therefore in the initial Notice of Borrowing)Agent. The Company Borrowers shall select the rate of interest and Interest Period, if any, applicable to any Revolving Credit Loan at the time a Notice of Borrowing is given pursuant to SECTION 2.3 or at the time a Notice of Conversion/Continuation is given pursuant to Section 4.2SECTION 5.2. Each Loan or portion thereof bearing interest based on the Base Rate shall be a "BASE RATE LOAN", each Loan or portion thereof bearing interest based on the LIBOR Rate shall be a "LIBOR RATE LOAN." Any Revolving Credit Loan denominated in Dollars or any portion thereof as to which the Company has Borrowers have not duly specified an interest rate as provided herein shall be deemed a Base Rate Loan and any Revolving Credit Loan or any portion thereof as to which the Company has not duly specified the applicable Permitted Currency (x) in its Notice of Borrowing as provided herein shall be deemed a request for a Revolving Credit Loan denominated in Dollars and (y) in its Notice of Conversion/Continuation as provided herein shall be deemed to be a request for a Revolving Credit Loan denominated in the same Permitted Currency as the Revolving Credit Loan to be converted or continuedLoan.

Interest Rate Options. Subject to the provisions of this SectionSection 4.1, at the election of the CompanyBorrower, (i) the aggregate principal balance of the Revolving Credit Loans, the Term Loans denominated in Dollars shall bear interest at (A) the Base Rate plus the Applicable Percentage or (B) the LIBOR Rate plus the Applicable Percentage, (ii) Revolving Credit Loans denominated in an Alternative Currency any permitted portion thereof shall bear interest at the Base Rate, the CD Rate or the LIBOR Rate plus Rate, plus, in each case, the Applicable Percentage, (iii) the Japanese Yen Loans shall bear interest at (A) the Japanese Base Rate plus the Applicable Percentage and (iv) any Swingline Loan shall bear interest at the LIBOR Market Index Rate plus the Applicable Percentage (provided that the LIBOR Rate shall not be available until three (3) Business Days after the Closing Date unless the Company has delivered to the Administrative Agent a letter in form and substance satisfactory to the Administrative Agent indemnifying the Lenders against any loss or expense which may arise or be attributable to such Lender’s obtaining, liquidating or employing deposits or other funds acquired to effect, fund or maintain any Loan due to any failure of any Borrower to borrow on the date specified therefore in the initial Notice of Borrowing)Margin as set forth below. The Company Borrower shall select the rate of interest and Interest Period, if any, applicable to any Revolving Credit Loan at the time a Notice of Borrowing is given or pursuant to Section 2.2 with respect thereto and at the time a each Notice of Conversion/Continuation is given pursuant to Section 4.24.2 with respect thereto. Any The Borrower shall select the rate of interest and Interest Period, if any, applicable to the Term Loans at the time the Notice Regarding Term Loans is given pursuant to Section 3.2 and at the time each Notice of Conversion/Continuation is given pursuant to Section 4.2 with respect thereto. Each Revolving Credit Loan denominated in Dollars or any portion thereof as bearing interest based on the Base Rate and the Term Loans or portion thereof bearing interest based on the Base Rate shall be a "Base Rate Loan," each Revolving Credit Loan or portion thereof bearing interest based on the CD Rate and the Term Loans or portion thereof bearing interest based on the CD Rate shall be a "CD Rate Loan," and each Revolving Credit Loan or portion thereof bearing interest based on the LIBOR Rate and the Term Loans or portion thereof bearing interest based on the LIBOR Rate shall be a "LIBOR Rate Loan." For any period with respect to which the Company Borrower has not duly specified an interest rate as provided herein shall be deemed a Base Rate Loan and for any Revolving Credit Loan or any portion thereof as to which or for the Company has not duly specified the applicable Permitted Currency (x) in its Notice of Borrowing as provided herein shall be deemed a request for a Term Loans or any portion thereof, such Revolving Credit Loan denominated in Dollars and (y) in its Notice of Conversion/Continuation as provided herein or portion thereof or Term Loans or portion thereof shall be deemed to be a request for a Revolving Credit Loan denominated in the same Permitted Currency as the Revolving Credit Loan to be converted or continuedBase Rate Loan.

Interest Rate Options. Subject to the provisions of this Sectionthe Existing Agreement relating to default interest, at the election Borrowers shall pay interest in respect of the Companyoutstanding unpaid principal amount of the Advances denominated in Affected Currencies as selected by it from the applicable Interest Rate Options specified below applicable to the Advances, it being understood that, subject to the provisions of the Agreement, the Borrowers may select different Interest Rate Options and different Interest Periods to apply simultaneously to the Advances denominated in Affected Currencies comprising different Advances of the same type and Affected Currency, and may renew one or more Interest Rate Options with respect to all or any portion of the Advances denominated in Affected Currencies comprising any Advance; provided that if an Event of Default or Potential Default exists and is continuing, the Borrowers may not request or renew any Term RFR Option or Daily Simple RFR Option for any Advances and the Required Lenders may demand that all existing Advances denominated in an Affected Currency shall either (i) Revolving Credit (x) in relation to Term RFR Rate Advances, be converted immediately to Domestic Rate Loans denominated in Dollars shall bear interest at (A) the Base Rate plus the Applicable Percentage or (B) the LIBOR Rate plus the Applicable Percentage, (ii) Revolving Credit Loans denominated in an Alternative Currency shall bear interest amount equal to the Dollar Equivalent of such Affected Currency) at the LIBOR Rate plus end of the Applicable Percentage, (iii) the Japanese Yen Loans shall bear interest at (A) the Japanese Base Rate plus the Applicable Percentage and (iv) any Swingline Loan shall bear interest at the LIBOR Market Index Rate plus the Applicable Percentage (provided that the LIBOR Rate shall not be available until three (3) Business Days after the Closing Date unless the Company has delivered to the Administrative Agent a letter in form and substance satisfactory to the Administrative Agent indemnifying the Lenders against any loss or expense which may arise or be attributable to such Lender’s obtaining, liquidating or employing deposits or other funds acquired to effect, fund or maintain any Loan due to any failure of any Borrower to borrow on the date specified therefore in the initial Notice of Borrowing). The Company shall select the rate of interest and Interest Period, if any, applicable to any Revolving Credit Loan at the time a Notice of Borrowing is given or at the time a Notice of Conversion/Continuation is given pursuant to Section 4.2. Any Revolving Credit Loan denominated in Dollars or any portion thereof as to which the Company has not duly specified an interest rate as provided herein shall be deemed a Base Rate Loan and any Revolving Credit Loan or any portion thereof as to which the Company has not duly specified the applicable Permitted Currency (x) in its Notice of Borrowing as provided herein shall be deemed a request for a Revolving Credit Loan denominated in Dollars Period therefor; and (y) in its Notice relation to Daily Simple RFR Advances, be converted immediately to Domestic Rate Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of Conversion/Continuation as provided herein such Affected Currency) or (ii) in relation to Term RFR Rate Advances, be prepaid at the end of the applicable Interest Period in full, subject in all cases to the obligation of the Borrowers to pay any indemnity under the Agreement in connection with any such conversion. If at any time the designated rate applicable to any Advance made by any Lender exceeds such Lender's highest lawful rate, the rate of interest on such Lender's Advance shall be deemed limited to such Lender's highest lawful rate. The applicable Base Rate, Daily Simple RFR or Term RFR shall be a request for a Revolving Credit Loan determined by the Agent, and such determination shall be conclusive absent manifest error. Interest on the principal amount of each Advance denominated in an Affected Currency shall be paid by the same Permitted Currency as the Revolving Credit Loan to be converted or continuedBorrowers in such Affected Currency.

Interest Rate Options. Subject The Borrowers shall pay interest in respect of the outstanding unpaid principal amount of the Loans as selected by it from the applicable Interest Rate Options specified below applicable to the Revolving Credit Loans, the Term Loans, or the Swingline Loans, respectively, it being understood that, subject to the provisions of this SectionAgreement, at the election Borrowers may select different Interest Rate Options and different Interest Periods to apply simultaneously to the Loans comprising different Borrowing Tranches and may renew one or more Interest Rate Options with respect to all or any portion of the CompanyLoans comprising any Borrowing Tranche; provided that there shall not be at any one time outstanding more than seven (7) Borrowing Tranches in the aggregate among all of the Loans; provided further that if an Event of Default or Potential Default exists and is continuing, the Borrowers may not request or renew any Term Rate Loan Option or Daily Simple RFR Option for any Loans and the Required Lenders may demand that all existing Borrowing Tranches (i) Revolving Credit Loans denominated in Dollars bearing interest under a Term Rate Loan Option shall bear interest at (A) be converted immediately to the Base Rate plus the Applicable Percentage or (B) the LIBOR Rate plus the Applicable Percentage, Option and (ii) Revolving Credit Loans denominated in an Alternative Currency shall bear interest at the LIBOR Rate plus the Applicable Percentage, either (iiix) the Japanese Yen Loans shall bear interest at (A) in relation to Term Rate Loans, be converted immediately to the Japanese Base Rate plus Option denominated in Dollars (in an amount equal to the Applicable Percentage Dollar Equivalent of such Alternative Currency) at the end of the Interest Period therefor; and (ivB) in relation to Daily Rate Loans, be converted immediately to the Base Rate Option or (y) in relation to Term Rate Loans, be prepaid at the end of the applicable Interest Period in full, subject in all cases to the obligation of the Borrowers to pay any Swingline indemnity under Section 5.10 [Indemnity] in connection with any such conversion. If at any time the designated rate applicable to any Loan made by any Lender exceeds such Lender’s highest lawful rate, the rate of interest on such Lender’s Loan shall bear interest at the LIBOR Market Index Rate plus the Applicable Percentage (provided that the LIBOR Rate shall not be available until three (3) Business Days after the Closing Date unless the Company has delivered to the Administrative Agent a letter in form and substance satisfactory to the Administrative Agent indemnifying the Lenders against any loss or expense which may arise or be attributable limited to such Lender’s obtaininghighest lawful rate. The applicable Base Rate, liquidating Term SOFR Rate, Daily Simple RFR, or employing deposits or other funds acquired to effectTerm RFR shall be determined by the Administrative Agent, fund or maintain any Loan due to any failure of any Borrower to borrow and such determination shall be conclusive absent manifest error. Interest on the date specified therefore in the initial Notice principal amount of Borrowing). The Company shall select the rate of interest and Interest Period, if any, applicable to any Revolving Credit Loan at the time a Notice of Borrowing is given or at the time a Notice of Conversion/Continuation is given pursuant to Section 4.2. Any Revolving Credit each Loan denominated in Dollars or any portion thereof as to which the Company has not duly specified an interest rate as provided herein Alternative Currency shall be deemed a Base Rate Loan and any Revolving Credit Loan or any portion thereof as to which paid by the Company has not duly specified the applicable Permitted Currency (x) Borrowers in its Notice of Borrowing as provided herein shall be deemed a request for a Revolving Credit Loan denominated in Dollars and (y) in its Notice of Conversion/Continuation as provided herein shall be deemed to be a request for a Revolving Credit Loan denominated in the same Permitted Currency as the Revolving Credit Loan to be converted or continuedsuch Alternative Currency.

Interest Rate Options. Subject Interest on all Advances, Term Loan A and Term Loan B, as well as all other monetary Obligations that have been charged to the provisions of this SectionLoan Account pursuant to the terms hereof, on the Daily Balance thereof, shall accrue at the election one of the Company, following per annum rates selected by Borrower: (i) Revolving Credit Loans denominated upon notice to the Bank, the Prime Rate, as and when such rate changes (a "Prime Rate Loan"); (ii) upon a minimum of two Business Days prior notice, two (2) percentage points in Dollars excess of the 1 or 3 month LIBOR rate with respect to Term Loan A and Term Loan B, as appropriate, and two (2) percentage points in excess of the 1 month LIBOR rate with respect to Advances, as quoted by Bank from Telerate Page 3750 or any successor thereto (which shall be the LIBOR rate in effect two Business Days prior to commencement of the portion of Term Loan A, Term Loan B or the Advance to be subject to the LIBOR rate) (the "LIBOR Rate" and each such portion of Term Loan A, Term Loan B, or the Advance is a "LIBOR Rate Loan"). Notwithstanding the foregoing, from the Closing Date through April 2, 2004, Term Loan A shall bear interest at a fixed rate equal to 4.75%, per annum, and shall thereafter be subject to the provisions contained in the immediately preceding sentence. The term "Money Markets" refers to one or more wholesale funding markets available to Bank, including negotiable certificates of deposit, commercial paper, eurodollar deposits, bank notes, federal funds and others. If a LIBOR Rate Loan is prepaid, whether by Borrower or as a result of acceleration upon an Event of Default or otherwise, Borrower agrees to pay all of the Bank Expenses and Interest Differential (Aas determined by Bank) incurred as a result of such prepayment. The term "Interest Differential" shall mean that sum equal to the Base greater of 0 or the financial loss incurred by Bank resulting from prepayment, calculated as the difference between the amount of interest the Bank would have earned (from like investments in the Money Markets as of the first day of the subject LIBOR Rate plus Loan) had prepayment not occurred and the Applicable Percentage or interest the Bank will actually earn (B) the interest actually earned on the LIBOR Rate Loan from the date such loan was made up to, but not including, the date prepaid, plus the Applicable Percentage, (ii) Revolving Credit Loans denominated amount the Bank will earn from like investments in an Alternative Currency shall bear interest at the Money Markets as of the date of prepayment through the end of the applicable Interest Period for the LIBOR Rate plus Loan being prepaid) as a result of the Applicable Percentageredeployment of funds from the amount prepaid. Because of the short-term nature of this facility, (iii) the Japanese Yen Loans shall bear interest at (A) the Japanese Base Rate plus the Applicable Percentage and (iv) any Swingline Loan shall bear interest at the LIBOR Market Index Rate plus the Applicable Percentage (provided Borrower agrees that the LIBOR Rate Interest Differential shall not be available until discounted to its present value. Any prepayment of a LIBOR Rate Loan shall be in an amount equal to the remaining entire principal balance of such LIBOR Rate Loan. In the event the Borrower does not timely select another interest rate option at least three (3) Business Days before a LIBOR Rate Loan expires, such LIBOR Rate Loan shall renew for the same Interest Period as initially chosen, with the rate (before adding two (2) percentage points) to be determined two Business Days prior to renewal if a LIBOR Rate Loan. The Bank's internal records of applicable interest rates shall be determinative in the absence of manifest error. Each LIBOR rate option selected shall apply to a minimum principal amount of $500,000 and integral multiples of $100,000 in excess thereof. For determining payment dates for LIBOR Rate Loans, the Business Day shall be the standard convention. In the event after the Closing Date unless date of initial funding any governmental authority subjects Bank to any new or additional charge, fee, withholding or tax of any kind with respect to any loans hereunder or changes the Company has delivered to method of taxation of such loans or changes the Administrative Agent a letter in form and substance satisfactory to the Administrative Agent indemnifying the Lenders against any loss reserve or expense which may arise or be attributable deposit requirements applicable to such Lender’s obtainingloans, liquidating the Borrower shall pay to Bank such additional amounts as will compensate Bank for such costs or employing deposits or other funds acquired to effectlost income resulting therefrom as determined by Bank, fund or maintain any Loan due to any failure of any Borrower to borrow on the date specified therefore in the initial Notice of Borrowing). The Company shall select the rate of interest and Interest Period, if any, applicable to any Revolving Credit Loan at the time a Notice of Borrowing is given or at the time a Notice of Conversion/Continuation is given pursuant to Section 4.2. Any Revolving Credit Loan denominated in Dollars or any portion thereof as to which the Company has not duly specified an interest rate as provided herein shall be deemed a Base Rate Loan and any Revolving Credit Loan or any portion thereof as to which the Company has not duly specified the applicable Permitted Currency (x) in its Notice of Borrowing as provided herein shall be deemed a request for a Revolving Credit Loan denominated in Dollars and (y) in its Notice of Conversion/Continuation as provided herein shall be deemed to be a request for a Revolving Credit Loan denominated in the same Permitted Currency as the Revolving Credit Loan to be converted or continuedreasonable discretion.

Interest Rate Options. Subject to the provisions of this Section, Eurodollar Rate Loans and Base Rate Loans may be outstanding at the same time and, so long as no Default or Event of Default shall have occurred and be continuing, the Borrowers shall have the option to elect the Type of Loan and the duration of the initial and any subsequent Interest Periods and to Convert Revolving Loans in accordance with SECTIONS 2.1(c)(i) AND 4.2, as applicable; PROVIDED, HOWEVER, (a) there shall not be outstanding at any one time Eurodollar Rate Loans and Competitive Bid Loans having more than seven (7) different Interest Periods, (b) each Eurodollar Rate Loan (including each Conversion into and each Continuation as a Eurodollar Rate Loan) shall be in an amount of $5,000,000 (or the equivalent thereof if in any Alternative Currency) or, if greater than $5,000,000, an integral multiple of $1,000,000 (or the equivalent thereof if in any Alternative Currency), and (c) no Eurodollar Rate Loan shall have an Interest Period that extends beyond the Stated Termination Date. If the Parent's senior, unsecured, unenhanced Indebtedness ceases to have a Rating, the Borrowers shall not be entitled to select Eurodollar Rate Loans and at the end of any then existing Interest Period for a Eurodollar Rate Loan, such Loan shall convert to Base Rate Loan. If the Administrative Agent does not receive a Borrowing Notice or an Interest Rate Selection Notice giving notice of election of the Companyduration of an Interest Period or of Conversion of any Loan to or Continuation of a Loan as a Eurodollar Rate Loan by the time prescribed by SECTIONS 2.1(c)(i) and 4.2, as applicable (ix) Revolving Credit in the case of Loans denominated in Dollars shall bear interest at (A) Dollars, the Base Rate plus the Applicable Percentage or (B) the LIBOR Rate plus the Applicable Percentage, (ii) Revolving Credit Loans denominated in an Alternative Currency shall bear interest at the LIBOR Rate plus the Applicable Percentage, (iii) the Japanese Yen Loans shall bear interest at (A) the Japanese Base Rate plus the Applicable Percentage and (iv) any Swingline Loan shall bear interest at the LIBOR Market Index Rate plus the Applicable Percentage (provided that the LIBOR Rate shall not be available until three (3) Business Days after the Closing Date unless the Company has delivered to the Administrative Agent a letter in form and substance satisfactory to the Administrative Agent indemnifying the Lenders against any loss or expense which may arise or be attributable to such Lender’s obtaining, liquidating or employing deposits or other funds acquired to effect, fund or maintain any Loan due to any failure of any respective Borrower to borrow on the date specified therefore in the initial Notice of Borrowing). The Company shall select the rate of interest and Interest Period, if any, applicable to any Revolving Credit Loan at the time a Notice of Borrowing is given or at the time a Notice of Conversion/Continuation is given pursuant to Section 4.2. Any Revolving Credit Loan denominated in Dollars or any portion thereof as to which the Company has not duly specified an interest rate as provided herein shall be deemed to have elected to obtain or Convert such Loan to (or Continue such Loan as) a Base Rate Loan and any Revolving Credit Loan or any portion thereof as to which until such Borrower notifies the Company has not duly specified the applicable Permitted Currency (x) Administrative Agent in its Notice of Borrowing as provided herein shall be deemed a request for a Revolving Credit Loan denominated in Dollars accordance with SECTION 4.2 and (y) in its Notice the case of Conversion/Continuation Alternative Currency Loans, the provisions of SECTION 2.1(b) shall apply. The Borrowers shall not be entitled to elect to Continue any Loan as provided herein or Convert any Loan into a Eurodollar Rate Loan or a Competitive Bid Loan if a Default or Event of Default shall have occurred and be deemed to be a request for a Revolving Credit Loan denominated in the same Permitted Currency as the Revolving Credit Loan to be converted or continuedcontinuing.

Interest Rate Options. Subject The Borrower shall pay interest in respect of the outstanding unpaid principal amount of (i) the Committed Loans as selected by it from the Base Rate Option or Revolving Credit Euro-Rate Option set forth below applicable to the Committed Loans, and (ii) each Bid Loan as selected by it with respect to each applicable Bid it being understood that, subject to the provisions of this SectionAgreement, the Borrower may select different Interest Rate Options and different Interest Periods to apply simultaneously to the Committed Loans comprising different Borrowing Tranches and may convert to or renew one or more Interest Rate Options with respect to all or any portion of the Committed Loans comprising any Borrowing Tranche, provided that there shall not be at any one time outstanding more than ten (10) Borrowing Tranches in the aggregate among all of the Committed Loans (including a Borrowing Tranche to which the Base Rate Option applies) and the Bid Loans, and provided further that only the Base Rate Option or such other interest rates as National City and the Borrower may agree to from time to time shall apply to the Swing Loans. Notwithstanding any provisions to the contrary contained in this Agreement or any other Loan Document, the Borrower shall not be required to pay, and the Banks shall not be permitted to collect, any amount of interest in excess of the maximum amount of interest permitted by applicable Law ("Excess Interest"). If any Excess Interest is provided for or determined by a court of competent jurisdiction to have been provided for in this Agreement or in any other Loan Document, then, in such event: (1) the provisions of this subsection shall govern and control; (2) the Borrower shall not be obligated to pay any Excess Interest; (3) any Excess Interest that the Banks may have received hereunder shall be, at the election option of the CompanyRequired Banks, (ia) Revolving Credit Loans denominated in Dollars shall bear applied as a credit against the outstanding principal balance of the Obligations or accrued and unpaid interest at (Anot to exceed the maximum amount permitted by Law), (b) refunded to the payor thereof, or (c) any combination of the foregoing; (4) the Base Rate plus the Applicable Percentage or (B) the LIBOR Rate plus the Applicable Percentage, (ii) Revolving Credit Loans denominated in an Alternative Currency shall bear interest at the LIBOR Rate plus the Applicable Percentage, (iii) the Japanese Yen Loans shall bear interest at (A) the Japanese Base Rate plus the Applicable Percentage and (iv) any Swingline Loan shall bear interest at the LIBOR Market Index Rate plus the Applicable Percentage (rates provided that the LIBOR Rate shall not be available until three (3) Business Days after the Closing Date unless the Company has delivered to the Administrative Agent a letter in form and substance satisfactory to the Administrative Agent indemnifying the Lenders against any loss or expense which may arise or be attributable to such Lender’s obtaining, liquidating or employing deposits or other funds acquired to effect, fund or maintain any Loan due to any failure of any Borrower to borrow on the date specified therefore in the initial Notice of Borrowing). The Company shall select the rate of interest and Interest Period, if any, applicable to any Revolving Credit Loan at the time a Notice of Borrowing is given or at the time a Notice of Conversion/Continuation is given pursuant to Section 4.2. Any Revolving Credit Loan denominated in Dollars or any portion thereof as to which the Company has not duly specified an interest rate as provided for herein shall be deemed a Base Rate Loan and any Revolving Credit Loan or any portion thereof as automatically reduced to which the Company has not duly specified the applicable Permitted Currency (x) in its Notice of Borrowing as provided herein shall be deemed a request for a Revolving Credit Loan denominated in Dollars and (y) in its Notice of Conversion/Continuation as provided herein shall be deemed to be a request for a Revolving Credit Loan denominated in the same Permitted Currency as the Revolving Credit Loan to be converted or continued.maximum lawful rate allowed

Interest Rate Options. Subject The Borrowers shall pay interest in respect of the outstanding unpaid principal amount of the Loans as selected by it from the Base Rate Option or Euro-Rate Option set forth below applicable to the Loans, it being understood that, subject to the provisions of this SectionAgreement, at the election Borrowers may select different Interest Rate Options and different Interest Periods to apply simultaneously to the Loans comprising different Borrowing Tranches and may convert to or renew one or more Interest Rate Options with respect to all or any portion of the CompanyLoans comprising any Borrowing Tranche, (i) Revolving Credit Loans denominated in Dollars shall bear interest at (A) the Base Rate plus the Applicable Percentage or (B) the LIBOR Rate plus the Applicable Percentage, (ii) Revolving Credit Loans denominated in an Alternative Currency shall bear interest at the LIBOR Rate plus the Applicable Percentage, (iii) the Japanese Yen Loans shall bear interest at (A) the Japanese Base Rate plus the Applicable Percentage and (iv) any Swingline Loan shall bear interest at the LIBOR Market Index Rate plus the Applicable Percentage (provided PROVIDED that the LIBOR Rate there shall not be available until at any one time outstanding more than three (3) Business Days after Borrowing Tranches in the Closing Date unless aggregate among all of the Company has delivered Loans. If at any time the designated rate applicable to the Administrative Agent a letter in form and substance satisfactory to the Administrative Agent indemnifying the Lenders against any loss or expense which may arise or be attributable to Loan made by any Lender exceeds such Lender’s obtaining's highest lawful rate, liquidating or employing deposits or other funds acquired to effect, fund or maintain any Loan due to any failure of any Borrower to borrow on the date specified therefore in the initial Notice of Borrowing). The Company shall select the rate of interest on such Lender's Loan shall be limited to such Lender's highest lawful rate. Interest hereunder shall be charged only on the sums outstanding and Interest Periodshall be computed from the date such indebtedness is incurred to the date of repayment. In no event shall interest be due at a rate in excess of the highest lawful rate in effect from time to time. It is not the intention of the parties hereto to make any agreement which shall be violative of the laws of the State of Florida, if anythe State of New York or the United States of America relating to usury. In no event shall Borrowers pay or Lenders accept or charge any interest which, applicable to together with any Revolving Credit Loan at other charges upon the time a Notice of Borrowing is given or at the time a Notice of Conversion/Continuation is given pursuant to Section 4.2. Any Revolving Credit Loan denominated in Dollars principal or any portion thereof as thereof, howsoever computed, shall exceed the maximum lawful rate of interest allowable under the laws of the State of Florida, the State of New York or the United States of America from time to which time, whichever is higher or unlimited. Should any provision of this Agreement, the Company has not duly specified an interest rate as provided herein shall be deemed a Base Rate Loan and any Revolving Credit Loan Notes or any further notes, loan agreements or any other agreements between the parties be construed to require the payment of interest which, together with any other charges upon the principal or any portion thereof as to which the Company has not duly specified the applicable Permitted Currency (x) in its Notice thereof, shall exceed such maximum lawful rate of Borrowing as provided herein interest, then any such excess shall be deemed a request for a Revolving Credit Loan denominated in Dollars and (y) in its Notice of Conversion/Continuation as provided herein shall be deemed to be a request for a Revolving Credit Loan denominated in applied against the same Permitted Currency as the Revolving Credit Loan to be converted or continuedremaining principal balance.

Interest Rate Options. Subject to the provisions of this SectionSection 4.1, at the election of a Borrower, the Company, (i) aggregate principal balance of any Revolving Credit Loans denominated in Dollars shall bear interest at (A) the Base Rate plus the Applicable Percentage or (B) the LIBOR Rate plus the Applicable Percentage, (ii) Revolving Credit Loans denominated in an Alternative Currency shall bear interest at the LIBOR Rate plus the Applicable Percentage, (iii) the Japanese Yen Loans shall bear interest at (Ai) the Japanese Base Rate plus or (ii) the Offshore Rate PLUS the Applicable Percentage for Offshore Rate Loans; PROVIDED that (A) such interest rate shall be increased by any amount required pursuant to Section 4.1(f) and (ivB) any Swingline Loan shall bear interest at the LIBOR Market Index Offshore Rate plus the Applicable Percentage (provided that the LIBOR Rate Loans shall not be available until three (3) Business Days after the Closing Date unless the Company has delivered to the Administrative Agent a letter in form and substance satisfactory to the Administrative Agent indemnifying the Lenders against any loss or expense which may arise or be attributable to such Lender’s obtaining, liquidating or employing deposits or other funds acquired to effect, fund or maintain any Loan due to any failure of any Date. Such Borrower to borrow on the date specified therefore in the initial Notice of Borrowing). The Company shall select the rate of interest and interest, Interest Period, if any, and Applicable Currency, in the case of an Offshore Currency Loan, applicable to any Revolving Credit Loan at the time a Notice of Revolving Credit Borrowing is given pursuant to Section 2.2, or at the time a Notice of Conversion/Continuation is given pursuant to Section 4.2. Each Revolving Credit Loan, Swingline Loan, or portion thereof bearing interest based on the Base Rate shall be a "Base Rate Loan," and each Revolving Credit Loan or portion thereof bearing interest based on the Offshore Rate shall be an "Offshore Rate Loan." Any Revolving Credit Loan denominated in Dollars or any portion thereof as to which the Company Company, on behalf of a Borrower, requesting such Revolving Credit Loan has not duly specified an interest rate as provided herein shall be deemed a Base Rate Loan. A Competitive Bid Loan and any Revolving Credit Loan or any portion thereof as to which will bear interest at the Company has not duly Competitive Bid Rate specified the applicable Permitted Currency (x) in its Notice of Borrowing as provided herein shall be deemed a request for a Revolving Credit Loan denominated in Dollars and (y) in its Notice of Conversion/Continuation as provided herein shall be deemed to be a request for a Revolving Credit Loan denominated in the same Permitted Currency as Competitive Bid accepted by the Revolving Credit Loan Borrower with respect to be converted or continuedsuch Competitive Bid Loan. Swingline Loans shall bear interest at the Swingline Rate.

Interest Rate Options. Subject The Borrowers shall pay interest in respect of the outstanding unpaid principal amount of the Loans as selected by any Borrower from the applicable Interest Rate Option specified below applicable to the Revolving Credit Loans, the Terms Loans, the Delayed Draw Term Loans or the Swingline Loans, respectively, it being understood that, subject to the provisions of this SectionAgreement, the Borrowers may select different Interest Rate Options and different Interest Periods to apply simultaneously to the Loans comprising different Borrowing Tranches and may convert to or renew one or more Interest Rate Options with respect to all or any portion of the Loans comprising any Borrowing Tranche; provided that there shall not be at any one time outstanding more than eight (8) Borrowing Tranches in total for all Loans; provided, further, that if an Event of Default exists and is continuing, the Borrowers may not (at the discretion of the Administrative Agent or upon written demand by the Required Lenders to the Administrative Agent) request, convert to, or renew any Term Rate Loan Option or Daily Simple RFR Option for any Loans and the Required Lenders may demand that all existing Borrowing Tranches (i) denominated in Dollars bearing interest under a Term Rate Loan Option shall be converted, at the election end of the CompanyInterest Period therefor, (i) Revolving Credit Loans denominated in Dollars shall bear interest at (A) to the Base Rate plus the Applicable Percentage or (B) the LIBOR Rate plus the Applicable Percentage, Option and (ii) Revolving Credit Loans denominated in an Alternative Currency shall bear interest at the LIBOR Rate plus the Applicable Percentage, either (iiix) the Japanese Yen Loans shall bear interest at (A) in relation to Term Rate Loans, be converted immediately to the Japanese Base Rate plus Option denominated in Dollars (in an amount equal to the Applicable Percentage Dollar Equivalent of such Alternative Currency) at the end of the Interest Period therefor; and (ivB) in relation to Daily Rate Loans, be converted immediately to the Base Rate Option or (y) in relation to Term Rate Loans, be prepaid at the end of the applicable Interest Period in full, subject in all cases to the obligations of the Borrowers to pay any Swingline indemnity under Section 5.10 [Indemnity] in connection with any such conversion. If at any time the designated rate applicable to any Loan made by any Lender exceeds such Lender’s highest lawful rate, the rate of interest on such Lender’s Loan shall bear interest at the LIBOR Market Index Rate plus the Applicable Percentage (provided that the LIBOR Rate shall not be available until three (3) Business Days after the Closing Date unless the Company has delivered to the Administrative Agent a letter in form and substance satisfactory to the Administrative Agent indemnifying the Lenders against any loss or expense which may arise or be attributable limited to such Lender’s obtaininghighest lawful rate. The applicable Base Rate, liquidating Term SOFR Rate, Daily Simple RFR or employing deposits or other funds acquired to effectTerm RFR shall be determined by the Administrative Agent, fund or maintain any Loan due to any failure of any Borrower to borrow and such determination shall be conclusive absent manifest error. Interest on the date specified therefore in the initial Notice principal amount of Borrowing). The Company shall select the rate of interest and Interest Period, if any, applicable to any Revolving Credit Loan at the time a Notice of Borrowing is given or at the time a Notice of Conversion/Continuation is given pursuant to Section 4.2. Any Revolving Credit each Loan denominated in Dollars or any portion thereof as to which the Company has not duly specified an interest rate as provided herein Alternative Currency shall be deemed a Base Rate Loan and any Revolving Credit Loan or any portion thereof as to which paid by the Company has not duly specified the applicable Permitted Currency (x) Borrowers in its Notice of Borrowing as provided herein shall be deemed a request for a Revolving Credit Loan denominated in Dollars and (y) in its Notice of Conversion/Continuation as provided herein shall be deemed to be a request for a Revolving Credit Loan denominated in the same Permitted Currency as the Revolving Credit Loan to be converted or continuedsuch Alternative Currency.

Interest Rate Options. Subject When Borrower gives the Agent a Notice of Borrowing with respect to a requested advance, Borrower shall select the LIBOR Rate Option or the Prime Rate Option (an "Interest Option"). Notwithstanding the above or any other provision in this Agreement, Borrower may not select the LIBOR Rate Option to apply to any requested advance if the Loan is scheduled to mature within the following thirty days. Prior to the termination of each Interest Period with respect to an advance which is subject to the LIBOR Rate Option, Borrower shall give written notice (a "Rollover Notice") to the Agent of the Interest Option which shall be applicable to such advance upon the expiration of such Interest Period. Such Rollover Notice shall be given to the Agent at least one (1) Banking Day, in the event that Borrower selects the Prime Rate Option, or three (3) Eurodollar Banking Days, in the event that Borrower selects the LIBOR Rate Option, prior to the termination of such Interest Period. If Borrower shall specify the LIBOR Rate Option, such Rollover Notice shall also specify the length of the succeeding Interest Period selected by Borrower, provided that Borrower may not select an Interest Period which will extend beyond the Maturity Date. Each Rollover Notice shall be irrevocable and effective upon notification thereof to the Agent. If the required Rollover Notice shall not have been timely received by the Agent (in accordance with the above provisions of this Section, at ) prior to the election expiration of the Companythen relevant Interest Period in effect when such notice was required to be given, Borrower shall be deemed to have selected the Prime Rate Option to be applicable upon expiration of such Interest Period and to have given the Agent notice of such selection. With respect to any advance which is subject to the Prime Rate Option, Borrower shall have the right, on any Eurodollar Banking Day (i) Revolving Credit Loans denominated in Dollars shall bear interest at (A) a "Conversion Date"), to convert such advance from the Base Prime Rate plus the Applicable Percentage or (B) Option to the LIBOR Rate plus Option by giving the Applicable Percentage, (ii) Revolving Credit Loans denominated in an Alternative Currency shall bear interest Agent a Rollover Notice of such election at the LIBOR Rate plus the Applicable Percentage, (iii) the Japanese Yen Loans shall bear interest at (A) the Japanese Base Rate plus the Applicable Percentage and (iv) any Swingline Loan shall bear interest at the LIBOR Market Index Rate plus the Applicable Percentage (provided that the LIBOR Rate shall not be available until least three (3) Business Days after the Closing Date unless the Company has delivered Eurodollar Banking Day prior to such Conversion Date. Notwithstanding anything in this Section to the Administrative Agent a letter in form and substance satisfactory contrary, no advance which is subject to the Administrative Agent indemnifying Prime Rate Option may be converted to the Lenders against LIBOR Rate Option, and no advance which is subject to the LIBOR Rate Option may be continued as such when any loss or expense which may arise or Event of Default has occurred and is continuing. In such an event, each advance subject to the LIBOR Rate Option shall be attributable automatically converted to such Lender’s obtaining, liquidating or employing deposits or other funds acquired to effect, fund or maintain any Loan due to any failure of any Borrower to borrow the Prime Rate Option on the date specified therefore in last day of the initial Notice of Borrowing). The Company shall select the rate of interest and applicable Interest Period, if any, applicable to any Revolving Credit Loan at the time a Notice of Borrowing is given or at the time a Notice of Conversion/Continuation is given pursuant to Section 4.2. Any Revolving Credit Loan denominated in Dollars or any portion thereof as to which the Company has not duly specified an interest rate as provided herein shall be deemed a Base Rate Loan and any Revolving Credit Loan or any portion thereof as to which the Company has not duly specified the applicable Permitted Currency (x) in its Notice of Borrowing as provided herein shall be deemed a request for a Revolving Credit Loan denominated in Dollars and (y) in its Notice of Conversion/Continuation as provided herein shall be deemed to be a request for a Revolving Credit Loan denominated in the same Permitted Currency as the Revolving Credit Loan to be converted or continued.