Common use of Computation of Interest and Fees Clause in Contracts

Computation of Interest and Fees. (a) Whenever, in the case of ABR Loans, it is calculated on the basis of the Prime Rate, interest shall be calculated on the basis of a 365- (or 366-, as the case may be) day year for the actual days elapsed; and, otherwise, interest and fees shall be calculated on the basis of a 360-day year for the actual days elapsed. The Administrative Agent shall as soon as practicable notify the Borrower and the Lenders of each determination of a Eurodollar Rate. Any change in the interest rate on a Loan resulting from a change in the ABR, the Eurocurrency Reserve Requirements, the C/D Assessment Rate or the C/D Reserve Percentage shall become effective as of the opening of business on the day on which such change becomes effective. The Administrative Agent shall as soon as practicable notify the Borrower and the Lenders of the effective date and the amount of each such change in interest rate. (b) Each determination of an interest rate by the Administrative Agent pursuant to any provision of this Agreement shall be conclusive and binding on the Borrower and the Lenders in the absence of manifest error. The Administrative Agent shall, at the request of the Borrower, deliver to the Borrower a statement showing the quotations and calculations used by the Administrative Agent in determining any interest rate pursuant to subsection 4.1(a).

Computation of Interest and Fees. (a) WheneverInterest and fees payable pursuant hereto shall be calculated on the basis of a 360-day year for the actual days elapsed (or, in the case of Eurodollar Loans denominated in Alternative Currencies as to which market practice differs, in accordance with market practice), except that, with respect to ABR Loans, it Loans the rate of interest on which is calculated on the basis of the Prime Rate (or, as applicable, on the basis of the Eurodollar Rate), the interest thereon shall be calculated on the basis of a 365- (or 366-, as the case may be) day year for the actual days elapsed; and, otherwise, interest and fees shall be calculated on the basis of a 360-day year for the actual days elapsed. The Administrative Agent shall as soon as practicable notify the Borrower and the relevant Lenders of each determination of a Eurodollar RateRate (and, as applicable, of the determination of the Eurodollar Rate applicable to such ABR Loan). Any change in the interest rate on a Loan resulting from a change in the ABR, ABR or the Eurocurrency Reserve Requirements, the C/D Assessment Rate or the C/D Reserve Percentage Requirements shall become effective as of the opening of business on the day on which such change becomes effective. The Administrative Agent shall as soon as practicable notify the Borrower and the relevant Lenders of the effective date and the amount of each such change in interest rate. (b) Each determination of an interest rate by the Administrative Agent pursuant to any provision of this Agreement shall be conclusive and binding on the Borrower and the Lenders in the absence of manifest error. The Administrative Agent shall, at the request of the Borrower, deliver to the Borrower a statement showing the quotations and calculations used by the Administrative Agent in determining any interest rate pursuant to subsection 4.1(aSection 2.14(a).

Computation of Interest and Fees. (a) WheneverInterest and fees payable pursuant hereto shall be calculated on the basis of a 360-day year for the actual days elapsed, in except that, with respect to ABR Loans the case rate of ABR Loans, it interest on which is calculated on the basis of the Prime Rate, the interest thereon shall be calculated on the basis of a 365- (or 366-, as the case may be) day year for the actual days elapsedelapsed (including the first day, but excluding the last day; andprovided that if a Loan is repaid on the same day on which it is made, otherwise, one day’s interest and fees shall be calculated paid on the basis of a 360-day year for the actual days elapsed. The Administrative Agent shall as soon as practicable notify the Borrower and the Lenders of each determination of a Eurodollar Ratesuch Loan). Any change in the interest rate on a Loan resulting from a change in the ABR, the Eurocurrency Reserve Requirements, the C/D Assessment Rate or the C/D Reserve Percentage ABR and Daily Simple SOFR shall become effective as of the opening of business on the day on which such change becomes effective. The Administrative Agent shall as soon as practicable notify the Borrower and the relevant Lenders of the effective date and the amount of each such change in interest rate. (b) Each determination of an interest rate by the Administrative Agent pursuant to any provision of this Agreement shall be conclusive and binding on the Borrower and the Lenders in the absence of manifest error. The Administrative Agent shall, at the request of the Borrower, deliver to the Borrower a statement showing the quotations and calculations used by the Administrative Agent in determining any interest rate pursuant to subsection 4.1(aSection 2.14(a).

Computation of Interest and Fees. (a) WheneverInterest and fees payable pursuant hereto shall be calculated on the basis of a 360-day year for the actual days elapsed, in except that, with respect to ABR Loans the case rate of ABR Loans, it interest on which is calculated on the basis of the Prime Rate, the interest thereon shall be calculated on the basis of a 365- (or 366-, as the case may be) day year for the actual days elapsed; and, otherwise, interest and fees shall be calculated on the basis of a 360-day year for the actual days elapsed. The Administrative Agent shall as soon as practicable notify the Borrower Borrowers and the relevant Lenders of each determination of a Eurodollar Rate. Any change in the interest rate on a Loan resulting from a change in the ABR, ABR or the Eurocurrency Reserve Requirements, the C/D Assessment Rate or the C/D Reserve Percentage Requirements shall become effective as of the opening of business on the day on which such change becomes effective. The Administrative Agent shall as soon as practicable notify the Borrower Borrowers and the relevant Lenders of the effective date and the amount of each such change in interest rate. In computing interest on any Loan, the date of the making of such Loan or the first day of an Interest Period applicable to such Loan or, with respect to an ABR Loan being converted from a Eurodollar Loan, the date of conversion of such Eurodollar Loan to such ABR Loan, as the case may be, shall be included, and the date of payment of such Loan or the expiration date of an Interest Period applicable to such Loan or, with respect to an ABR Loan being converted to a Eurodollar Loan, the date of conversion of such ABR Loan to such Eurodollar Loan, as the case may be, shall be excluded; provided that if a Loan is repaid on the same day on which it is made, one day’s interest shall be paid on that Loan. (b) Each determination of an interest rate by the Administrative Agent pursuant to any provision of this Agreement shall be conclusive and binding on the Borrower Borrowers and the Lenders in the absence of manifest error. The Administrative Agent shall, at the request of the BorrowerCompany, deliver to the Borrower Borrowers a statement showing the quotations and calculations used by the Administrative Agent in determining any interest rate pursuant to subsection 4.1(aSection 2.9(a).

Computation of Interest and Fees. (a) WheneverInterest and fees payable pursuant hereto shall be calculated on the basis of a 360-day year for the actual days elapsed, except that, with respect to ABR Loans or Loans denominated in Foreign Currencies (other than Foreign Currency Loans with respect to EURIBOR) the case rate of ABR Loans, it interest on which is calculated on the basis of the Prime RateABR, XXXX, XXXXX or XXXXX, as applicable, the interest thereon shall be calculated on the basis of a 365- (or 366-, as the case may be) day year for the actual days elapsed; andprovided that with respect to Loans denominated in a Foreign Currency, otherwise, the interest and fees thereon shall be calculated on in accordance with market practice, if market practice differs from the basis of a 360-day year for the actual days elapsedforegoing. The Administrative Agent shall as soon as practicable notify the Parent Borrower and the relevant Lenders of each determination of a Eurodollar Eurocurrency Rate. Any change in the interest rate on a Loan resulting from a change in the ABR, the Eurocurrency Reserve Requirements, the C/D Assessment Rate or the C/D Reserve Percentage ABR shall become effective as of the opening of business on the day on which such change becomes effective. The Administrative Agent shall as soon as practicable notify the Parent Borrower and the relevant Lenders of the effective date and the amount of each such change in interest rate. (b) Each determination of an interest rate by the Administrative Agent pursuant to any provision of this Agreement shall be conclusive and binding on the Borrower Borrowers and the Lenders in the absence of manifest error. The Administrative Agent shall, at the request of the Parent Borrower, deliver to the Parent Borrower a statement showing the quotations and calculations used by the Administrative Agent in determining any interest rate pursuant to subsection 4.1(aSection 2.15(a), (c) or (d), as applicable.

Computation of Interest and Fees. (a) WheneverInterest, in fees and commissions payable pursuant hereto shall be calculated on the case basis of ABR Loansa 360 day year for the actual days elapsed, it except that, with respect to (i) Base Rate Loans the rate of interest on which is calculated on the basis of the Prime Rate, (ii) Canadian Prime Rate Loans the rate of interest on which is calculated on the basis of the Canadian Prime Rate and (iii) BA Rate Loans, the interest thereon shall be calculated on the basis of a 365- 365 (or 366-or, except in the case of BA Rate Loans, 366, as the case may be) day year for the actual days elapsed; and, otherwise, interest and fees shall be calculated on the basis of a 360-day year for the actual days elapsed. The Administrative Agent shall as soon as practicable notify the applicable Borrower and the relevant Lenders of each determination of a Eurodollar Rate. Any change in the interest rate on a Loan resulting from a change in the ABRBase Rate, Canadian Prime Rate or the Eurocurrency Reserve Requirements, the C/D Assessment Rate or the C/D Reserve Percentage Requirements shall become effective as of the opening of business on the day on which such change becomes effective. The Administrative Agent shall as soon as practicable notify the applicable Borrower and the relevant Lenders of the effective date and the amount of each such change in interest rate. (b) Each determination of an interest rate by the Administrative Agent Agent, pursuant to any provision of this Agreement shall be conclusive and binding on the Borrower Borrowers and the Lenders in the absence of manifest error. The Administrative Agent shall, at the request of the BorrowerCedar Fair LP, deliver to the Borrower Cedar Fair LP a statement showing the quotations and calculations used by the Administrative Agent in determining any interest rate pursuant to subsection 4.1(aSection 4.6(a).

Computation of Interest and Fees. (a) Whenever, in the case of ABR Loans, it is calculated Interest (other than interest based on the basis of the Prime Base Rate, interest shall be calculated on the basis of a 365- (or 366-, as the case may be) day year for the actual days elapsed; and, otherwise, interest and fees shall be calculated on the basis of a 360-day year for the actual days elapsed; and interest based on the Base Rate shall be calculated on the basis of a 365-day year (or 366-day year, as the case may be) for the actual days elapsed; provided that interest on Loans denominated in currencies other than Dollars shall be calculated in accordance with market convention. The Administrative Agent shall as soon as practicable notify the Borrower and the affected Lenders of each determination of a Eurodollar an LIBOR Rate. Any change in the interest rate on a Loan resulting from a change in the ABR, the Eurocurrency Reserve Requirements, the C/D Assessment Alternate Base Rate or the C/D Reserve Percentage Statutory Reserves shall become effective as of the opening of business on the day on which such change becomes effective. The Administrative Agent shall as soon as practicable notify the Borrower and the affected Lenders of the effective date and the amount of each such change in interest rate. (b) Each determination of an interest rate by the Administrative Agent pursuant to any provision of this Agreement shall be conclusive and binding on the Borrower and the Lenders in the absence of manifest error. The Administrative Agent shall, at the request of the BorrowerBorrower or any Lender, deliver to the Borrower or such Lender a statement showing in reasonable detail the quotations and calculations used by the Administrative Agent in determining any interest rate pursuant to subsection 4.1(a)Subsection 4.1, excluding any LIBOR Rate which is based upon the Bloomberg page and any ABR Loan which is based upon the Alternate Base Rate.

Computation of Interest and Fees. (a) WheneverInterest, in fees and commissions payable pursuant hereto shall be calculated on the case basis of ABR Loansa 360-day year for the actual days elapsed, it except that, with respect to Base Rate Loans the rate of interest on which is calculated on the basis of the Prime Rate, the interest thereon shall be calculated on the basis of a 365- (or 366-, as the case may be) day year for the actual days elapsed; and, otherwise, interest and fees shall be calculated on the basis of a 360-day year for the actual days elapsed. The Administrative Agent shall as soon as practicable notify the Borrower and the relevant Lenders of each determination of a Eurodollar Rate. Any change in the interest rate on a Loan resulting from a change in the ABR, Base Rate or the Eurocurrency Reserve Requirements, the C/D Assessment Rate or the C/D Reserve Percentage Requirements shall become effective as of the opening of business on the day on which such change becomes effective. The Administrative Agent shall as soon as practicable notify the Borrower and the relevant Lenders of the effective date and the amount of each such change in interest rate. (b) Each determination of an interest rate by the Administrative Agent pursuant to any provision of this Agreement shall be conclusive and binding on the Borrower and the Lenders in the absence of manifest error. The Administrative Agent shall, at the request of the Borrower, deliver to the Borrower a statement showing the quotations and calculations used by the Administrative Agent in determining any interest rate pursuant to subsection 4.1(aSection 2.11(a).

Computation of Interest and Fees. (a) Whenever, in the case of ABR Loans, it is calculated on the basis of the Prime Rate, All interest and fees hereunder shall be calculated computed on the basis of a 365- year of 360 days, except that (or 366-, as i) interest computed by reference to the case may be) day year for ABR when it is based on the actual days elapsed; and, otherwise, interest and fees Prime Rate shall be calculated computed on the basis of a 360-day year of 365 days (or 366 days in a leap year) and (ii) interest computed with respect to Loans denominated in Australian Dollar, Canadian Dollar and Pounds Sterling shall be computed on the basis of a year of 365 days, and in each case shall be payable for the actual number of days elapsedelapsed (including the first day but excluding the last day). The applicable ABR or Eurocurrency Rate shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error. The Administrative Agent shall as soon as practicable notify the Borrower and the Lenders of each determination of a Eurodollar Eurocurrency Rate. Any change in the interest rate on a Loan resulting from a change in the ABR, ABR or the Eurocurrency Reserve Requirements, the C/D Assessment Rate or the C/D Reserve Percentage Requirements shall become effective as of the opening of business on the day on which such change becomes effective. The Administrative Agent shall as soon as practicable notify the Borrower and the relevant Lenders of the effective date and the amount of each such change in interest rate. (b) Each determination of an interest rate by the Administrative Agent pursuant to any provision of this Agreement shall be conclusive and binding on the Borrower and the Lenders in the absence of manifest error. The Administrative Agent shall, at the request of either of the Borrower, deliver to the Borrower a statement showing the quotations and calculations used by the Administrative Agent in determining any interest rate pursuant to subsection 4.1(asubsections 3.4(a), (b) or (d).

Computation of Interest and Fees. (a) WheneverInterest, in fees and -------------------------------- commissions payable pursuant hereto shall be calculated on the case basis of ABR Loansa 360- day year for the actual days elapsed, it except that, with respect to Base Rate Loans the rate of interest on which is calculated on the basis of the Prime Rate, the interest thereon shall be calculated on the basis of a 365- (or 366-, as the case may be) day year for the actual days elapsed; and, otherwise, interest and fees shall be calculated on the basis of a 360-day year for the actual days elapsed. The Administrative Agent shall as soon as practicable notify the Borrower and the relevant Lenders of each determination of a Eurodollar Rate. Any change in the interest rate on a Loan resulting from a change in the ABR, Base Rate or the Eurocurrency Reserve Requirements, the C/D Assessment Rate or the C/D Reserve Percentage Requirements shall become effective as of the opening of business on the day on which such change becomes effective. The Administrative Agent shall as soon as practicable notify the Borrower and the relevant Lenders of the effective date and the amount of each such change in interest rate. (b) Each determination of an interest rate by the Administrative Agent pursuant to any provision of this Agreement shall be conclusive and binding on the Borrower and the Lenders in the absence of manifest error. The Administrative Agent shall, at the request of the Borrower, deliver to the Borrower a statement showing the quotations and calculations used by the Administrative Agent in determining any interest rate pursuant to subsection 4.1(aSection 2.13(a).

Computation of Interest and Fees. (a) WheneverInterest, in fees and commissions payable pursuant hereto shall be calculated on the case basis of ABR Loansa 360-day year for the actual days elapsed, it except that, with respect to Base Rate Loans on which interest is calculated on the basis of the Prime Rate, the interest thereon shall be calculated on the basis of a 365- (or 366-, as the case may be) day year for the actual days elapsed; and, otherwise, interest and fees shall be calculated on the basis of a 360-day year for the actual days elapsed. The Administrative Agent Lender shall as soon as practicable notify the Borrower and the Lenders of each determination of a Eurodollar RateRate made pursuant to the ASOT Credit Agreement. Any change in the interest rate on a Loan resulting from a change in the ABR, Base Rate or the Eurocurrency Reserve Requirements, the C/D Assessment Rate or the C/D Reserve Percentage Requirements shall become effective as of the opening of business on the day on which such change becomes effective. The Administrative Agent Lender shall as soon as practicable notify the Borrower and the Lenders of the effective date and the amount of each such change in interest raterate made pursuant to the ASOT Credit Agreement. (b) Each determination of an interest rate by the ASOT Administrative Agent pursuant to any provision of this the ASOT Credit Agreement shall be conclusive and binding on the Borrower and the Lenders Lender in the absence of manifest error. The Administrative Agent Lender shall, at the request of the Borrower, deliver to the Borrower a statement showing the quotations and calculations used by the ASOT Administrative Agent in determining any interest rate pursuant to subsection 4.1(aSection 2.15(a).

Computation of Interest and Fees. (a) Whenever, in Interest (other than interest based on the case of ABR Loans, it is Prime Rate) shall be calculated on the basis of a 360-day year for the actual days elapsed; and commitment fees and interest based on the Prime Rate, interest Rate shall be calculated on the basis of a 365- (or 366-366-day year, as the case may be) day year for the actual days elapsed; and, otherwise, interest and fees shall be calculated on the basis of a 360-day year for the actual days elapsed. The Administrative Agent shall as soon as practicable notify the Borrower and the affected Lenders of each determination of a Eurodollar Eurocurrency Rate. Any change in the interest rate on a Term Loan resulting from a change in the ABR, ABR or the Eurocurrency Reserve Requirements, the C/D Assessment Rate or the C/D Reserve Percentage Requirements shall become effective as of the opening of business on the day on which such change becomes effective. The Administrative Agent shall as soon as practicable notify the Borrower and the affected Lenders of the effective date and the amount of each such change in interest rate. (b) Each determination of an interest rate by the Administrative Agent pursuant to any provision of this Agreement shall be conclusive and binding on the Borrower and the Lenders in the absence of manifest error. The Administrative Agent shall, at the request of the BorrowerBorrower or any Lender, deliver to the Borrower or such Lender a statement showing in reasonable detail the quotations and calculations used by the Administrative Agent in determining any interest rate pursuant to subsection 4.1(a)Section 3.1, excluding any Eurocurrency Base Rate which is based upon the Telerate British Bankers Assoc. Interest Settlement Rates Page and any ABR Loan which is based upon the Prime Rate.

Computation of Interest and Fees. (a) WheneverInterest and fees payable pursuant hereto shall be calculated on the basis of a year of three hundred and sixty (360) days, and the actual days elapsed (except with respect to Eurodollar Loans denominated in Pounds Sterling, which shall be calculated on the case basis of a year of three hundred and sixty-five (365) days and the actual days elapsed), except that, with respect to ABR Loans, it Loans the rate of interest on which is calculated on the basis of the Prime Rate, the interest thereon shall be calculated on the basis of a 365- year of three hundred and sixty-five (365) days or 366-three hundred and sixty-six (366) days, as the case may be) day year for the actual days elapsed; and, otherwise, interest and fees shall be calculated on the basis of a 360-day year for the actual days elapsed. The Administrative Agent shall as soon as practicable notify the Borrower Borrower, the Subsidiary Borrowers and the relevant Lenders of each determination of a Eurodollar Rate. Any change in the interest rate on a Loan resulting from a change in the ABR, ABR or the Eurocurrency Reserve Requirements, the C/D Assessment Rate or the C/D Reserve Percentage Requirements shall become effective as of the opening of business on the day on which such change becomes effective. The Administrative Agent shall as soon as practicable notify the Borrower Borrower, the Subsidiary Borrowers and the relevant Lenders of the effective date and the amount of each such change in interest rate. (b) Each determination of an interest rate by the Administrative Agent pursuant to any provision of this Agreement shall be conclusive and binding on the Borrower Borrower, the Subsidiary Borrowers and the Lenders in the absence of manifest error. The Administrative Agent shall, at the request of the Borrower and any Subsidiary Borrower, deliver to the Borrower and any Subsidiary Borrower a statement showing the quotations and calculations used by the Administrative Agent in determining any interest rate pursuant to subsection 4.1(aSection 2.14(a).

Computation of Interest and Fees. (a) Whenever, All interest in the case respect of ABR Loans, it is calculated on the basis of the Prime Rate, interest Alternate Base Rate Loans shall be calculated on the basis of a 365- 360 day year for the actual days elapsed, except where the applicable interest rate for such Loan is the Prime Rate, in which case the rate per annum shall be computed on the basis of a 365 (or 366-, 366 as the case may be) day year for the actual days elapsed; and. Facility Fees, otherwise, Utilization Fees and interest and fees in respect of Eurodollar Loans shall be calculated on the basis of a 360-360 day year for the actual days elapsed. The Administrative Agent shall as soon as practicable notify the Borrower Company and the Lenders of each determination of a Eurodollar Rate. Any change in the interest rate on a Loan resulting from a change in the ABRAlternate Base Rate, the Eurocurrency Reserve Requirements, the C/D Assessment Rate Applicable Margin or the C/D Reserve Percentage shall become effective as of the opening of business on the day on which such change becomes in the Alternate Base Rate is announced or such Applicable Margin changes as provided herein or such change in the Reserve Percentage shall become effective. The Administrative Agent shall as soon as practicable notify the Borrower Company and the Lenders of the effective date and the amount of each such change in interest ratechange. (b) Each determination of an interest rate by the Administrative Agent pursuant to any provision of this Agreement shall be conclusive and binding on the Borrower Company and the Lenders in the absence of manifest error. The Administrative Agent shall, at the request of the BorrowerCompany, deliver to the Borrower Company a statement showing the quotations and calculations used by the Administrative Agent in determining any interest rate pursuant to subsection 4.1(a2.8 (a) or (c).

Computation of Interest and Fees. (a) Whenever, in Interest and commitment fees (other than interest based on the case of ABR Loans, it is Prime Rate) shall be calculated on the basis of a 360-day year for the actual days elapsed; and interest based on the Prime Rate, interest Rate shall be calculated on the basis of a 365- (or 366-, as the case may be) day year for the actual days elapsed; and, otherwise, interest and fees shall be calculated on the basis of a 360-day year for the actual days elapsed. The Administrative Agent shall as soon as practicable notify the Borrower and the affected Lenders of each determination of a Eurodollar Rate. Any change in the interest rate on a Loan resulting from a change in the ABR, the Eurocurrency Eurodollar Reserve Requirements, the C/D Assessment Rate or the C/D Reserve Percentage shall become effective as of the opening of business on the day on which such change becomes effective. The Administrative Agent shall as soon as practicable notify the Borrower and the affected Lenders of the effective date and the amount of each such change in interest rate. (b) Each determination of an interest rate by the Administrative Agent pursuant to any provision of this Agreement shall be conclusive and binding on the Borrower and the Lenders in the absence of manifest error. The Administrative Agent shall, at the request of the BorrowerBorrower or any Lender, deliver to the Borrower or such Lender a statement showing in reasonable detail the quotations and calculations used by the Administrative Agent in determining any interest rate pursuant to subsection 4.1(a)4.1, excluding any Eurodollar Base Rate which is based upon the Telerate British Bankers Assoc. Interest Settlement Rates Page and any ABR which is based upon the Prime Rate.

Computation of Interest and Fees. (a) WheneverInterest and fees payable -------------------------------- pursuant hereto shall be calculated on the basis of a 360-day year for the actual days elapsed, in except that, with respect to ABR Loans the case rate of ABR Loans, it interest on which is calculated on the basis of the Prime Rate, the interest thereon shall be calculated on the basis of a 365- (or 366-, as the case may be) day year for the actual days elapsed; and, otherwise, interest and fees shall be calculated on the basis of a 360-day year for the actual days elapsed. The Administrative Agent shall as soon as practicable notify the Borrower and the relevant Lenders of each determination of a Eurodollar Rate. Any change in the interest rate on a Loan resulting from a change in the ABR, ABR or the Eurocurrency Reserve Requirements, the C/D Assessment Rate or the C/D Reserve Percentage Requirements shall become effective as of the opening of business on the day on which such change becomes effective. The Administrative Agent shall as soon as practicable notify the Borrower and the relevant Lenders of the effective date and the amount of each such change in interest rate. (b) Each determination of an interest rate by the Administrative Agent pursuant to any provision of this Agreement shall be conclusive and binding on the Borrower and the Lenders in the absence of manifest error. The Administrative Agent shall, at the request of the Borrower, deliver to the Borrower a statement showing the quotations and calculations used by the Administrative Agent in determining any interest rate pursuant to subsection 4.1(aSection 2.11(a).

Computation of Interest and Fees. (a) WheneverInterest and fees payable pursuant hereto shall be calculated on the basis of a 360-day year for the actual days elapsed, in except that, with respect to Base Rate Loans the case rate of ABR Loans, it interest on which is calculated on the basis of the Prime Reference Rate, the interest thereon shall be calculated on the basis of a 365- (or 366-, as the case may be) day year for the actual days elapsed; and, otherwise, interest and fees shall be calculated on the basis of a 360-day year for the actual days elapsed. The Administrative Agent shall as soon as practicable notify the Borrower and the Lenders of each determination of a Eurodollar RateRate and provide supporting documentation thereof. Any change in the interest rate on a Revolving Loan resulting from a change in the ABR, Base Rate or the Eurocurrency Reserve Requirements, the C/D Assessment Rate or the C/D Reserve Percentage Requirements shall become effective as of the opening of business on the day on which such change becomes effective. The Administrative Agent shall as soon as practicable notify the Borrower and the Lenders of the effective date and the amount of each such change in interest rate. (b) Each determination of an interest rate by the Administrative Agent pursuant to any provision of this Agreement shall be conclusive and binding on the Borrower and the Lenders in the absence of manifest error. The Administrative Agent shall, at the request of the Borrower, deliver to the Borrower a statement showing the quotations and calculations used by the Administrative Agent in determining any interest rate pursuant to subsection 4.1(aSection 3.6(a).

Computation of Interest and Fees. (a) WheneverInterest and fees payable pursuant hereto shall be calculated on the basis of a 360-day year for the actual days elapsed, in except that, with respect to Base Rate Loans the case rate of ABR Loans, it interest on which is calculated on the basis of the Prime Rate, the interest thereon shall be calculated on the basis of a 365- (or 366-, as the case may be) day year for the actual days elapsed; and, otherwise, interest and fees shall be calculated on the basis of a 360-day year for the actual days elapsed. The Administrative Agent shall as soon as practicable notify the Borrower and the relevant Lenders of each determination of a Eurodollar Rate. Any change in the interest rate on a Loan resulting from a change in the ABR, Base Rate or the Eurocurrency Reserve Requirements, the C/D Assessment Rate or the C/D Reserve Percentage Requirements shall become effective as of the opening of business on the day on which such change becomes effective. The Administrative Agent shall as soon as practicable notify the Borrower and the relevant Lenders of the effective date and the amount of each such change in interest rate. Notwithstanding the foregoing, the failure of the Administrative Agent to provide the Borrower or the Lenders with any notice referred to in this subsection (a) shall not affect any obligations of the Borrower or the Lenders hereunder. (b) Each determination of an interest rate by the Administrative Agent pursuant to any provision of this Agreement shall be conclusive and binding on the Borrower and the Lenders in the absence of manifest error. The Administrative Agent shall, at the request of the Borrower, deliver to the Borrower a statement showing the quotations and calculations used by the Administrative Agent in determining any interest rate pursuant to subsection 4.1(aSection 2.14(a).

Computation of Interest and Fees. (a) Whenever, The Facility Fee and interest in the case respect of ABR Loans, it is calculated on the basis of the Prime Rate, interest Rate Loans shall be calculated on the basis of a 365- 365 (or 366-366, as the case may be) day year for the actual days elapsed; and, otherwise, interest . Interest on all Eurodollar Loans and Issuance Fees and the fees payable pursuant to subsection 2.7(b) shall be calculated on the basis of a 360-day year for the actual days elapsed. The Administrative Agent shall as soon as practicable practicable, but not later than the close of business on the date of determination, notify the Borrower Company and the Lenders Designated Subsidiaries and the Banks of each determination of a Eurodollar Rate. Any change in the interest rate on a Loan the Loans resulting from a change in the ABR, Prime Rate or the Eurocurrency Reserve Requirements, the C/D Assessment Rate or the C/D Reserve Percentage Requirements shall become effective as of the opening of business on the day on which such change becomes in the Prime Rate is announced, or such change in the Eurocurrency Reserve Requirements shall become effective, as the case may be. The Administrative Agent shall as soon as practicable practicable, but not later than three Business Days before the close of business on the effective date, notify the Borrower Company and the Lenders Designated Subsidiaries and the Banks of the effective date and the amount of each such change in interest ratechange. (b) Each determination of an interest rate by the Administrative Agent pursuant to any provision of this Agreement shall be conclusive and binding on the Borrower and the Lenders in the absence of manifest error. The Administrative Agent shall, at the request prima facie evidence of the Borrower, deliver to accuracy of the Borrower a statement showing the quotations and calculations used by the Administrative Agent in determining any interest rate pursuant to subsection 4.1(a)facts so determined.

Computation of Interest and Fees. (a) WheneverInterest and fees payable pursuant hereto shall be calculated on the basis of a 360-day year for the actual days elapsed, in except that, with respect to ABR Loans the case rate of ABR Loans, it interest on which is calculated on the basis of Bank of America’s “prime rate”, the Prime Rate, interest thereon shall be calculated on the basis of a 365- (or 366-, as the case may be) day year for the actual days elapsed; and, otherwise, interest and fees shall be calculated on the basis of a 360-day year for the actual days elapsed. The Administrative Agent shall as soon as practicable notify the Borrower and the relevant Lenders of each determination of a Eurodollar Rate. Any change in the interest rate on a Loan resulting from a change in the ABR, the Eurocurrency Reserve Requirements, the C/D Assessment Rate ABR or the C/D Reserve Percentage Eurodollar Rate shall become effective as of the opening of business on the day on which such change becomes effective. Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid, provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(c), bear interest for one day. The Administrative Agent shall as soon as practicable notify the Borrower and the relevant Lenders of the effective date and the amount of each such change in interest rate. (b) Each determination of an interest rate by the Administrative Agent pursuant to any provision of this Agreement shall be conclusive and binding on the Borrower and the Lenders in the absence of manifest error. The Administrative Agent shall, at the request of the Borrower, deliver to the Borrower a statement showing the quotations and calculations used by the Administrative Agent in determining any interest rate pursuant to subsection 4.1(a)Section 2.9.

Computation of Interest and Fees. (a) WheneverInterest, in fees and commissions payable pursuant hereto (including the case Alternative Rate) shall be calculated on the basis of ABR Loansa 360-day year for the actual days elapsed, it except that, with respect to Base Rate Loans on which interest is calculated on the basis of the Prime Rate, the interest thereon shall be calculated on the basis of a 365- (or 366-, as the case may be) day year for the actual days elapsed; and, otherwise, interest and fees shall be calculated on the basis of a 360-day year for the actual days elapsed. The Administrative Agent shall as soon as practicable notify the Borrower and the relevant Lenders of each determination of a Eurodollar Rate. Any change in the interest rate on a Loan resulting from a change in the ABR, Base Rate or the Eurocurrency Reserve Requirements, the C/D Assessment Rate or the C/D Reserve Percentage Requirements shall become effective as of the opening of business on the day on which such change becomes effective. The Administrative Agent shall as soon as practicable notify the Borrower and the relevant Lenders of the effective date and the amount of each such change in interest rate. (b) Each determination of an interest rate (other than the Alternative Rate) by the Administrative Agent pursuant to any provision of this Agreement shall be conclusive and binding on the Borrower and the Lenders in the absence of manifest error. The Administrative Agent shall, at the request of the Borrower, deliver to the Borrower a statement showing the quotations and calculations used by the Administrative Agent in determining any interest rate (other than the Alternative Rate) pursuant to subsection 4.1(aSection 2.14(a).

Computation of Interest and Fees. (a) WheneverInterest, in fees and commissions payable pursuant hereto shall be calculated on the case basis of a 360-day year for the actual days elapsed, except that, with respect to ABR Loans, it Loans the rate of interest on which is calculated on the basis of the Prime Rate, the interest thereon shall be calculated on the basis of a 365- (or 366-, as the case may be) day year for the actual days elapsed; and, otherwise, interest and fees shall be calculated on the basis of a 360-day year for the actual days elapsed. The Administrative Agent shall as soon as practicable notify the Borrower and the relevant Lenders of each determination of a Eurodollar Rate. Any change in the interest rate on a Loan resulting from a change in the ABR, ABR or the Eurocurrency Reserve Requirements, the C/D Assessment Rate or the C/D Reserve Percentage Requirements shall become effective as of the opening of business on the day on which such change becomes effective. The Administrative Agent shall as soon as practicable notify the Borrower and the relevant Lenders of the effective date and the amount of each such change in interest rate. (b) Each determination of an interest rate by the Administrative Agent pursuant to any provision of this Agreement shall be conclusive and binding on the Borrower and the Lenders in the absence of manifest error. The Administrative Agent shall, at the request of the Borrower, deliver to the Borrower a statement showing the quotations and calculations used by the Administrative Agent in determining any interest rate pursuant applicable to subsection 4.1(a)any Eurodollar Loan.

Computation of Interest and Fees. (a) WheneverInterest, in fees and other amounts payable pursuant hereto shall be calculated on the case basis of a 360-day year for the actual days elapsed, except that, with respect to ABR Loans, it Loans the rate of interest on which is calculated on the basis of the Prime Rate, the interest thereon shall be calculated on the basis of a 365- (or 366-, as the case may be) day year for the actual days elapsed; and, otherwise, interest and fees shall be calculated on the basis of a 360-day year for the actual days elapsed. The Administrative Agent shall as soon as practicable notify the Borrower and the relevant Lenders of each determination of a Eurodollar Rate. Any change in the interest rate on a Loan resulting from a change in the ABR, ABR or the Eurocurrency Reserve Requirements, the C/D Assessment Rate or the C/D Reserve Percentage Requirements shall become effective as of the opening of business on the day on which such change becomes effective. The Administrative Agent shall as soon as practicable notify the Borrower and the relevant Lenders of the effective date and the amount of each such change in interest rate. (b) Each determination of an interest rate by the Administrative Agent pursuant to any provision of this Agreement shall be conclusive and binding on the Borrower and the Lenders in the absence of manifest error. The Administrative Agent shall, at the request of the Borrower, deliver to the Borrower a statement showing the quotations and calculations used by the Administrative Agent in determining any interest rate pursuant to subsection 4.1(a)subsections 2.12.

Computation of Interest and Fees. (a) Whenever, in the case of ABR Loans, it is Interest and fees payable pursuant hereto shall be calculated on the basis of a 360-day year for the Prime Rateactual days elapsed, except that, with respect to ABR Loans, the interest thereon shall be calculated on the basis of a 365- (or 366-, as the case may be) day year for the actual days elapsed; and, otherwise, interest and fees shall be calculated on the basis of a 360-day year for the actual days elapsed. The Administrative Agent shall as soon as practicable notify the Borrower and the Lenders of each determination of a Eurodollar Rate. Any change in the interest rate on a Loan resulting from a change in the ABR, ABR or the Eurocurrency Reserve Requirements, the C/D Assessment Rate or the C/D Reserve Percentage Requirements shall become effective as of the opening of business on the day on which such change becomes effective. The Administrative Agent shall as soon as practicable notify the Borrower and the Lenders of the effective date and the amount of each such change in interest rate. (b) Each determination of an interest rate by the Administrative Agent pursuant to any provision of this Agreement shall be conclusive and binding on the Borrower Borrowers and the Lenders in the absence of manifest error. The Administrative Agent shall, at the request of the BorrowerParent, deliver to the Borrower Parent a statement showing the quotations and calculations used by the Administrative Agent in determining any interest rate pursuant to subsection 4.1(aSection 2.14(a). (c) Notwithstanding anything to the contrary contained in any Loan Document, the interest paid or agreed to be paid under the Loan Documents shall not exceed the maximum rate of non-usurious interest permitted by applicable law (the “Maximum Rate”). If the Administrative Agent or any Lender shall receive interest in an amount that exceeds the Maximum Rate, the excess interest shall be applied to the principal of the Loans or, if it exceeds such unpaid principal, refunded to the Borrowers. In determining whether the interest contracted for, charged, or received by the Administrative Agent or a Lender exceeds the Maximum Rate, such Person may, to the extent permitted by applicable law, (i) characterize any payment that is not principal as an expense, fee, or premium rather than interest, (ii) exclude voluntary prepayments and the effects thereof, and (iii) amortize, prorate, allocate, and spread in equal or unequal parts the total amount of interest throughout the contemplated term of the Obligations hereunder.

Computation of Interest and Fees. (a) Whenever, in the case of ABR Loans, it is Interest and fees payable pursuant hereto shall be calculated on the basis of a 360-day year for the Prime Rateactual days elapsed, except that, with respect to ABR Loans, the interest thereon shall be calculated on the basis of a 365- (or 366-, as the case may be) day year for the actual days elapsed; and, otherwise, interest and fees shall be calculated on the basis of a 360-day year for the actual days elapsed. The Administrative Agent shall as soon as practicable notify the Borrower Representative and the relevant Lenders of each determination of a Eurodollar Eurocurrency Rate. Any change in the interest rate on a Loan resulting from a change in the ABR, ABR or the Eurocurrency Reserve Requirements, the C/D Assessment Rate or the C/D Reserve Percentage shall become effective as of the opening of business on the day on which such change becomes effective. The Administrative Agent shall as soon as practicable notify the Borrower Representative and the relevant Lenders of the effective date and the amount of each such change in interest rate. In computing interest on any Loan, the date of the making of such Loan or the first day of an Interest Period applicable to such Loan or, with respect to an ABR Loan being converted from a Eurocurrency Loan, the date of conversion of such Eurocurrency Loan to such ABR Loan, as the case may be, shall be included, and the date of payment of such Loan or the expiration date of an Interest Period applicable to such Loan or, with respect to an ABR Loan being converted to a Eurocurrency Loan, the date of conversion of such ABR Loan to such Eurocurrency Loan, as the case may be, shall be excluded; provided that if a Loan is repaid on the same day on which it is made, one day’s interest shall be paid on that Loan. (b) Each determination of an interest rate by the Administrative Agent pursuant to any provision of this Agreement shall be conclusive and binding on the Borrower Borrowers and the Lenders in the absence of manifest error. The Administrative Agent shall, at the request of the BorrowerBorrower Representative, deliver to the Borrower Representative a statement showing the quotations and calculations used by the Administrative Agent in determining any interest rate pursuant to subsection 4.1(a)Section 2.14.

Computation of Interest and Fees. (a) WheneverInterest, in fees and commissions payable pursuant hereto shall be calculated on the case basis of a 360-day year for the actual days elapsed, except that, with respect to ABR Loans, it Loans the rate of interest on which is calculated on the basis of the Prime Rate, the interest thereon shall be calculated on the basis of a 365- (or 366-, as the case may be) day year for the actual days elapsed; and, otherwise, interest and fees shall be calculated on the basis of a 360-day year for the actual days elapsed. The Administrative Agent shall as soon as practicable notify the Borrower and the relevant Lenders of each determination of a Eurodollar Rate. Any change in the interest rate on a Loan resulting from a change in the ABR, Alternate Base Rate or the Eurocurrency Reserve Requirements, the C/D Assessment Rate or the C/D Reserve Percentage Requirements shall become effective as of the opening of business on the day on which such change becomes effective. The Administrative Agent shall as soon as practicable notify the Borrower and the relevant Lenders of the effective date and the amount of each such change in interest rate. (b) Each determination of an interest rate by the Administrative Agent pursuant to any provision of this Agreement shall be conclusive and binding on the Borrower and the Lenders in the absence of manifest error. The Administrative Agent shall, at the request of the Borrower, deliver to the Borrower a statement showing the quotations and calculations used by the Administrative Agent in determining any interest rate pursuant to subsection 4.1(a)Section 2.15(a) and the calculation of any Eurocurrency Reserve Requirements.

Computation of Interest and Fees. (a) WheneverInterest, in fees and commissions payable pursuant hereto shall be calculated on the case basis of ABR Loansa 360-day year for the actual days elapsed, it except that, with respect to Base Rate Loans on which interest is calculated on the basis of the Prime Rate, the interest thereon shall be calculated on the basis of a 365- (or 366-, as the case may be) day year for the actual days elapsed; and. In computing interest on any Loan, otherwisethe date of the making of the Loan or the first day of an Interest Period, interest and fees as the case may be, shall be calculated on included and the basis date of a 360-day year for payment or the actual days elapsedexpiration date of an Interest Period, as the case may be, shall be excluded. The Administrative Agent shall as soon as practicable notify the relevant Borrower and the relevant Lenders of each determination of a Eurodollar Rate or Base Rate, as applicable. Any change in the interest rate on a Loan resulting from a change in the ABR, Base Rate or the Eurocurrency Reserve Requirements, the C/D Assessment Rate or the C/D Reserve Percentage Requirements shall become effective as of the opening of business on the day on which such change becomes effective. The Administrative Agent shall as soon as practicable notify the relevant Borrower and the relevant Lenders of the effective date and the amount of each such change in interest rate. (b) Each determination of an interest rate by the Administrative Agent pursuant to any provision of this Agreement shall be conclusive and binding on the relevant Borrower and the Lenders in the absence of manifest error. The Administrative Agent shall, at the request of the any Borrower, deliver to the such Borrower a statement showing the quotations and calculations used by the Administrative Agent in determining any interest rate pursuant to subsection 4.1(a)Section 2.15.

Computation of Interest and Fees. (a) Whenever, in the case of ABR Loans, it is calculated Interest (other than interest based on the basis of the Prime Rate, interest shall be calculated on the basis of a 365- (or 366-, as the case may be) day year for the actual days elapsed; and, otherwise, interest and fees shall be calculated on the basis of a 360-day year for the actual days elapsed; and commitment fees and interest based on the Prime Rate shall be calculated on the basis of a 365-day year (or 366-day year, as the case may be) for the actual days elapsed. The Administrative Agent shall as soon as practicable notify the Parent Borrower and the affected Lenders of each determination of a Eurodollar Eurocurrency Rate. Any change in the interest rate on a Loan resulting from a change in the ABR, ABR or the Eurocurrency Reserve Requirements, the C/D Assessment Rate or the C/D Reserve Percentage Requirements shall become effective as of the opening of business on the day on which such change becomes effective. The Administrative Agent shall as soon as practicable notify the Parent Borrower and the affected Lenders of the effective date and the amount of each such change in interest rate. (b) Each determination of an interest rate by the Administrative Agent pursuant to any provision of this Agreement shall be conclusive and binding on the Parent Borrower and the Lenders in the absence of manifest error. The Administrative Agent shall, at the request of the BorrowerParent Borrower or any Lender, deliver to the Parent Borrower or such Lender a statement showing in reasonable detail the quotations and calculations used by the Administrative Agent in determining any interest rate pursuant to subsection 4.1(a)Section 4.1, excluding any Eurocurrency Base Rate which is based upon the BBA LIBOR Settlement Rates Page and any ABR Loan which is based upon the Prime Rate.

Computation of Interest and Fees. (a) WheneverInterest and fees payable -------------------------------- pursuant hereto shall be calculated on the basis of a 360-day year for the actual days elapsed, in except that, with respect to ABR Loans the case rate of ABR Loans, it interest on which is calculated on the basis of the Prime Rate, the interest thereon shall be calculated on the basis of a 365- (or 366-, as the case may be) day year for the actual days elapsed; and, otherwise, interest and fees shall be calculated on the basis of a 360-day year for the actual days elapsed. The Administrative Agent shall as soon as practicable notify the Borrower and the Lenders of each determination of a Eurodollar Rate. Any change in the interest rate on a Loan resulting from a change in the ABR, ABR or the Eurocurrency Reserve Requirements, the C/D Assessment Rate or the C/D Reserve Percentage Requirements shall become effective as of the opening of business on the day on which such change becomes effective. The Administrative Agent shall as soon as practicable notify the Borrower and the Lenders of the effective date and the amount of each such change in interest rate. (b) Each determination of an interest rate by the Administrative Agent pursuant to any provision of this Agreement shall be conclusive and binding on the Borrower and the Lenders in the absence of manifest error. The Administrative Agent shall, at the request of the Borrower, deliver to the Borrower a statement showing the quotations and calculations used by the Administrative Agent in determining any interest rate pursuant to subsection 4.1(aSection 2.9(a).

Computation of Interest and Fees. (a) Whenever, Interest payable hereunder with respect to Alternate Base Rate Loans and Foreign Currency Loans denominated in the case of ABR Loans, it is calculated on the basis of the Prime Rate, interest Pounds Sterling shall be calculated on the basis of a 365- year of 365 days (or 366-366 days, as the case may beapplicable) day year for the actual days elapsed; and, otherwise. All other fees, interest and fees all other amounts payable hereunder shall be calculated on the basis of a 360-360 day year for the actual days elapsed. The Administrative Agent shall as soon as practicable notify the Borrower Borrowers and the Lenders of each determination of a Eurodollar RateLIBOR Rate on the Business Day of the determination thereof. Any change in the interest rate on a Loan resulting from a change in the ABR, the Eurocurrency Reserve Requirements, the C/D Assessment Alternate Base Rate or the C/D Reserve Percentage shall become effective as of the opening of business on the day on which such change becomes in the Alternate Base Rate shall become effective. The Administrative Agent shall as soon as practicable notify the Borrower Borrowers and the Lenders of the effective date and the amount of each such change in interest ratechange. (b) Each determination of an interest rate by the Administrative Agent pursuant to any provision of this Credit Agreement shall be conclusive and binding on the Borrower Borrowers and the Lenders in the absence of manifest error. The Administrative Agent shall, at the request of the BorrowerCompany or any Lender, deliver to the Borrower Company or such Lender a statement showing the quotations and calculations computations used by the Administrative Agent in determining any interest rate pursuant to subsection 4.1(a)rate.

Computation of Interest and Fees. (a) WheneverInterest and fees -------------------------------- payable pursuant hereto shall be calculated on the basis of a 360-day year for the actual days elapsed, in except that, with respect to ABR Loans the case rate of ABR Loans, it interest on which is calculated on the basis of the Prime Rate, the interest thereon shall be calculated on the basis of a 365- (or 366-, as the case may be) day year for the actual days elapsed; and, otherwise, interest and fees shall be calculated on the basis of a 360-day year for the actual days elapsed. The Administrative Agent shall as soon as practicable notify the Borrower and the Lenders of each determination of a Eurodollar Rate. Any change in the interest rate on a Loan resulting from a change in the ABR, ABR or the Eurocurrency Reserve Requirements, the C/D Assessment Rate or the C/D Reserve Percentage Requirements shall become effective as of the opening of business on the day on which such change becomes effective. The Administrative Agent shall as soon as practicable notify the Borrower and the Lenders of the effective date and the amount of each such change in interest rate. (b) Each determination of an interest rate by the Administrative Agent pursuant to any provision of this Agreement shall be conclusive and binding on the Borrower and the Lenders in the absence of manifest error. The Administrative Agent shall, at the request of the Borrower, deliver to the Borrower a statement showing the quotations and calculations used by the Administrative Agent in determining any interest rate pursuant to subsection 4.1(aSection 2.9(a).

Computation of Interest and Fees. (a) Whenever, Interest in the case respect of ABR -------------------------------- Alternate Base Rate Loans, it at any time that the Alternate Base Rate is calculated on the basis of determined by reference to the Prime Rate, interest and all fees hereunder shall be calculated on the basis of a 365- 365 (or 366-, 366 as the case may be) day year for the actual days elapsed; and, otherwise, interest . Interest in respect of Eurodollar Loans and fees in respect of Alternate Base Rate Loans at any time that the Alternate Base Rate is determined by reference to the Base CD Rate or the Federal Funds Effective Rate shall be calculated on the basis of a 360-360 day year for the actual days elapsed. The Administrative Agent shall as soon as practicable notify the Borrower Company and the Lenders of each determination of a Eurodollar Rate. Any change in the interest rate on a Loan resulting from a change in the ABR, Alternate Base Rate or the Eurocurrency Reserve Requirements, the C/D Assessment Rate or the C/D Reserve Percentage Requirements shall become effective as of the opening of business on the day on which such change in the Alternate Base Rate is announced or such change in the Eurocurrency Reserve Requirements becomes effective, as the case may be. The Administrative Agent shall as soon as practicable notify the Borrower Company and the Lenders of the effective date and the amount of each such change in interest ratechange. (b) Each determination of an interest rate by the Administrative Agent pursuant to any provision of this Agreement shall be conclusive and binding on the Borrower Borrowers and the Lenders in the absence of manifest error. The Administrative Agent shall, at the request of the BorrowerCompany, as agent for the Borrowers, or any Lender, deliver to the Borrower Company or such Lender a statement showing the quotations and calculations used by the Administrative Agent in determining any interest rate pursuant to subsection 4.1(a)the Eurodollar Rate.

Computation of Interest and Fees. (a) WheneverInterest and fees payable pursuant hereto shall be calculated on the basis of a 360-day year for the actual days elapsed, in except that, with respect to ABR Loans the case rate of ABR Loans, it interest on which is calculated on the basis of the Prime Rate, the interest thereon shall be calculated on the basis of a 365- (or 366-, as the case may be) day year for the actual days elapsed; and, otherwise, interest and fees shall be calculated on the basis of a 360-day year for the actual days elapsed. The Administrative Agent shall as soon as practicable notify the Borrower and the relevant Lenders of each determination of a Eurodollar Rate. Any change in the interest rate on a Loan resulting from a change in the ABR, ABR or the Eurocurrency Reserve Requirements, the C/D Assessment Rate or the C/D Reserve Percentage Requirements shall become effective as of the opening of business on the day on which such change becomes effective. The Administrative Agent shall as soon as practicable notify the Borrower and the relevant Lenders of the effective date and the amount of each such change in interest rate. (b) Each determination of an interest rate by the Administrative Agent pursuant to any provision of this Agreement shall be conclusive and binding on the Borrower and the Lenders in the absence of manifest error. The Administrative Agent shall, at the request of the Borrower, shall deliver to the Borrower at least one Business Day prior to the related Payment Date a statement showing the quotations and calculations used by the Administrative Agent in determining (i) any interest rate pursuant to subsection 4.1(a)Section 2.9(a) and (ii) any interest rate pursuant to Section 2.9(b) when clause (b) or (c) of the definition of ABR is applicable; provided that the failure to provide any such statement shall not relieve the Borrower of its obligation to pay any such amounts due under Section 2.9 as and when the same become due pursuant to the terms hereof. (c) The Administrative Agent shall provide to the Borrower at least one Business Day prior to each Interest Payment Date, a statement of the amounts due on such date pursuant to Sections 2.3, 2.9, and 3.3, as applicable; provided that the failure to provide any such statement shall not relieve the Borrower of its obligation to pay any such amounts as and when the same become due pursuant to the terms hereof.

Computation of Interest and Fees. (a) WheneverInterest and fees payable pursuant hereto shall be calculated on the basis of a 360-day year for the actual days elapsed, in the case of except that, with respect to ABR Loans, it the rate of interest on which is calculated on the basis of the Prime Base Rate, the interest thereon shall be calculated on the basis of a 365- (or 366-, as the case may be) day year for the actual days elapsed; and, otherwise, interest and fees shall be calculated on the basis of a 360-day year for the actual days elapsed. The Administrative Agent shall as soon as practicable notify the Borrower and the relevant Lenders of each determination of a Eurodollar Rate. Any change in the interest rate on a Loan resulting from a change in the ABR, ABR or the Eurocurrency Reserve Requirements, the C/D Assessment Rate or the C/D Reserve Percentage Requirements shall become effective as of the opening of business on the day on which such change becomes effective. The Administrative Agent shall as soon as practicable notify the Borrower and the relevant Lenders of the effective date and the amount of each such change in interest rate. (b) Each determination of an interest rate by the Administrative Agent pursuant to any provision of this Agreement shall be conclusive and binding on the Borrower and the Lenders in the absence constitute prima facie evidence of manifest errorsuch amounts. The Administrative Agent shall, at the request of the BorrowerBorrower or any Lender, deliver to the Borrower or such Lender a statement showing the quotations and calculations used by the Administrative Agent in determining any interest rate pursuant to subsection 4.1(aSection 2.11(a).

Computation of Interest and Fees. (a) WheneverCommitment fees and, in the case of ABR Loans, whenever it is calculated on the basis of the Prime RateCitibank's prime rate, interest shall be calculated on the basis of a 365- (or 366-, as the case may be) day year for the actual days elapsed; and, otherwise, and otherwise interest and fees and commissions in respect of Letters of Credit shall be calculated on the basis of a 360-day year for the actual days elapsed. The Administrative Agent shall as soon as practicable notify the Borrower and the affected Lenders of each determination of a Eurodollar Rate. Any change in the interest rate on a Loan resulting from a change in the ABR, ABR or the Eurocurrency Reserve Requirements, the C/D Assessment Rate or the C/D Reserve Percentage Requirements shall become effective as of the opening of business on the day on which such change becomes effective. The Administrative Agent shall as soon as practicable notify the Borrower and the affected Lenders of the effective date and the amount of each such change in interest rate. (b) Each determination of an interest rate by the Administrative Agent pursuant to any provision of this Agreement shall be conclusive and binding on the Borrower and the Lenders presumed correct in the absence of manifest error. The Administrative Agent shall, at the request . (c) Each Lender shall use its best efforts to furnish quotations of the Borrower, deliver rates to the Borrower a statement showing the quotations and calculations used by the Administrative Agent in determining as contemplated hereby. If any of the Lenders shall be unable or shall otherwise fail to supply such rates to the Administrative Agent upon its request, the rate of interest rate pursuant shall, subject to the provisions of this subsection 4.1(a)4.5, be determined on the basis of the quotations of the remaining Lenders or Lender.

Computation of Interest and Fees. (a) Whenever, in the case of ABR Loans, it is calculated Interest (other than interest based on the basis of the Prime Rate, interest shall be calculated on the basis of a 365- (or 366-, as the case may be) day year for the actual days elapsed; and, otherwise, interest and fees shall be calculated on the basis of a 360-day year for the actual days elapsed; and commitment fees and any other fees and interest based on the Prime Rate shall be calculated on the basis of a 365-day year (or 366-day year, as the case may be) for the actual days elapsed. The Administrative Agent shall as soon as practicable notify the Borrower and the affected Lenders of each determination of a Eurodollar Eurocurrency Rate. Any change in the interest rate on a Loan resulting from a change in the ABR, ABR or the Eurocurrency Reserve Requirements, the C/D Assessment Rate or the C/D Reserve Percentage Requirements shall become effective as of the opening of business on the day on which such change becomes effective. The Administrative Agent shall as soon as practicable notify the Borrower and the affected Lenders of the effective date and the amount of each such change in interest rate. (b) Each determination of an interest rate by the Administrative Agent pursuant to any provision of this Agreement shall be conclusive and binding on the Borrower and the Lenders in the absence of manifest error. The Administrative Agent shall, at the request of the BorrowerBorrower or any Lender, deliver to the Borrower or such Lender a statement showing in reasonable detail the quotations and calculations used by the Administrative Agent in determining any interest rate pursuant to subsection 4.1(a)3.1, excluding any Eurocurrency Base Rate which is based upon the BBA LIBOR Rates Page and any ABR Loan which is based upon the Prime Rate.

Computation of Interest and Fees. (a) WheneverInterest and fees payable -------------------------------- pursuant hereto shall be calculated on the basis of a 360-day year for the actual days elapsed, in except that, with respect to ABR Loans the case rate of ABR Loans, it interest on which is calculated on the basis of the Prime Rate, the interest thereon shall be calculated on the basis of a 365- (or 366-, as the case may be) day year for the actual days elapsed; and, otherwise, interest and fees shall be calculated on the basis of a 360-day year for the actual days elapsed. The Administrative Agent shall as soon as practicable notify the Borrower and the relevant Lenders of each determination of a Eurodollar Rate. Any change in the interest rate on a Loan resulting from a change in the ABR, ABR or the Eurocurrency Reserve Requirements, the C/D Assessment Rate or the C/D Reserve Percentage Requirements shall become effective as of the opening of business on the day on which such change becomes effective. The Administrative Agent shall as soon as practicable notify the Borrower and the relevant Lenders of the effective date and the amount of each such change in interest rate. (b) Each determination of an interest rate by the Administrative Agent pursuant to any provision of this Agreement shall be conclusive and binding on the Borrower and the Lenders in the absence of manifest error. The Administrative Agent shall, at the request of the Borrower, deliver to the Borrower a statement showing the quotations and calculations used by the Administrative Agent in determining any interest rate pursuant to subsection 4.1(aSection 2.12(a).

Computation of Interest and Fees. (a) Whenever, in the case of ABR Loans, it is calculated Interest (other than interest based on the basis of the Prime Rate, interest shall be calculated on the basis of a 365- (or 366-, as the case may be) day year for the actual days elapsed; and, otherwise, interest and any commitment fees shall be calculated on the basis of a 360-day year for the actual days elapsed; and interest based on the Prime Rate shall be calculated on the basis of a 365- (or 366-day year, as the case may be) day year for the actual days elapsed. The Administrative Agent shall as soon as practicable notify the Parent Borrower and the affected Lenders of each determination of a Eurodollar Eurocurrency Rate. Any change in the interest rate on a Term Loan resulting from a change in the ABR, ABR or the Eurocurrency Reserve Requirements, the C/D Assessment Rate or the C/D Reserve Percentage Requirements shall become effective as of the opening of business on the day on which such change becomes effective. The Administrative Agent shall as soon as practicable notify the Parent Borrower and the affected Lenders of the effective date and the amount of each such change in interest rate. (b) Each determination of an interest rate by the Administrative Agent pursuant to any provision of this Agreement shall be conclusive and binding on each of the Borrower Borrowers and the Lenders in the absence of manifest error. The Administrative Agent shall, at the request of the BorrowerParent Borrower or any Lender, deliver to the Parent Borrower or such Lender a statement showing in reasonable detail the quotations and calculations used by the Administrative Agent in determining any interest rate pursuant to subsection 4.1(a)3.1, excluding any Eurocurrency Base Rate which is based upon the Telerate British Bankers Assoc. Interest Settlement Rates Page and any ABR Loan which is based upon the Prime Rate.

Computation of Interest and Fees. (a) WheneverInterest, in fees and commissions payable pursuant hereto shall be calculated on the case basis of ABR Loansa 360-day year for the actual days elapsed, it except that, with respect to Base Rate Loans the rate of interest on which is calculated on the basis of the Prime Rate, the interest thereon shall be calculated on the basis of a 365- (or 366-, as the case may be) day year for the actual days elapsed; and, otherwise, interest and fees shall be calculated on the basis of a 360-day year for the actual days elapsed. The Administrative Agent shall as soon as practicable notify the Borrower and the relevant Lenders of each determination of a Eurodollar Rate. Any change in the interest rate on a Loan resulting from a change in the ABR, Base Rate or the Eurocurrency Reserve Requirements, the C/D Assessment Rate or the C/D Reserve Percentage Requirements shall become effective as of the opening of business on the day on which such change becomes effective. The Administrative Agent shall as soon as practicable notify the Borrower and the relevant Lenders of the effective date and the amount of each such change in interest rate. (b) Each determination of an interest rate by the Administrative Agent pursuant to any provision of this Agreement shall be conclusive and binding on the Borrower and the Lenders in the absence of manifest error. The Administrative Agent shall, at the request of the Borrower, deliver to the Borrower a statement showing the quotations and calculations used by the Administrative Agent in determining any interest rate pursuant to subsection 4.1(aSection 2.14(a).

Computation of Interest and Fees. (a) Whenever, All computations of interest for (i) Base Rate Loans based on clause (b) in the case definition of ABR Loans, it is calculated on the basis of the Prime "Base Rate, interest " and (ii) XXXXX Loans and Alternative Currency TermEurocurrency Rate Loans (other than Alternative Currency TermEurocurrency Rate Loans denominated in Euros) shall be calculated made on the basis of a 365- (year of 365 or 366-366 days, as the case may be) day year for the , and actual days elapsed; andelapsed or, otherwisein the case of interest in respect of any such Loans denominated in Alternative Currencies as to which market practice differs from the foregoing, in accordance with such market practice. All other computations of fees and interest and fees shall be calculated made on the basis of a 360-day year for the and actual days elapsed. The Administrative Agent shall elapsed (which results in more fees or interest, as soon as practicable notify applicable, being paid than if computed on the Borrower and the Lenders of each determination basis of a Eurodollar Rate. Any change 365-day year) or, in the case of interest rate in respect of Loans denominated in Alternative Currencies as to which generally accepted market practice differs from the foregoing, in accordance with such generally accepted market practice. Interest shall accrue on a each Loan resulting from a change in the ABR, the Eurocurrency Reserve Requirements, the C/D Assessment Rate or the C/D Reserve Percentage shall become effective as of the opening of business on for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such change becomes effectiveportion is paid; provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear interest for one day. The Each determination by the Administrative Agent shall as soon as practicable notify the Borrower and the Lenders of the effective date and the amount of each such change in interest rate. (b) Each determination of an interest rate by the Administrative Agent pursuant to any provision of this Agreement or fee hereunder shall be conclusive and binding on the Borrower and the Lenders in the absence of for all purposes, absent manifest error. The Administrative Agent shall, at the request of the Borrower, deliver to the Borrower a statement showing the quotations and calculations used by the Administrative Agent in determining any interest rate pursuant to subsection 4.1(a)hereunder.

Computation of Interest and Fees. (a) WheneverInterest and fees payable -------------------------------- pursuant hereto shall be calculated on the basis of a 360-day year for the actual days elapsed, in except that, with respect to ABR Loans the case rate of ABR Loans, it interest on which is calculated on the basis of the Prime Rate, the interest thereon shall be calculated on the basis of a 365- (or 366-, as the case may be) day year for the actual days elapsed; and, otherwise, interest and fees shall be calculated on the basis of a 360-day year for the actual days elapsed. The Administrative Agent shall as soon as practicable notify the Borrower and the relevant Lenders of each determination of a Eurodollar Rate. Any change in the interest rate on a Loan resulting from a change in the ABR, ABR or the Eurocurrency Reserve Requirements, the C/D Assessment Rate or the C/D Reserve Percentage Requirements shall become effective as of the opening of business on the day on which such change becomes effective. The Administrative Agent shall as soon as practicable notify the Borrower and the relevant Lenders of the effective date and the amount of each such change in interest rate. (ba) Each determination of an interest rate by the Administrative Agent pursuant to any provision of this Agreement shall be conclusive and binding on the Borrower and the Lenders in the absence of manifest error. The Administrative Agent shall, at the request of the Borrower, deliver to the Borrower a statement showing the quotations and calculations used by the Administrative Agent in determining any interest rate pursuant to subsection 4.1(aSection 2.14(a).

Computation of Interest and Fees. (a) Whenever, Interest in the case respect of ABR Alternate Base Rate Loans, it at any time that the Alternate Base Rate is calculated on the basis of determined by reference to the Prime Rate, interest and all fees (other than Letter of Credit Fees) hereunder shall be calculated on the basis of a 365- year of 365 (or 366-366 days, as the case may be) day year for the actual days elapsed; and, otherwise, interest . Interest in respect of Eurodollar Loans and fees in respect of Alternate Base Rate Loans at any time that the Alternate Base Rate is determined by reference to the Federal Funds Effective Rate and Letter of Credit Fees hereunder shall be calculated on the basis of a 360-day year for the actual days elapsed. The Administrative Agent shall as soon as practicable notify the Borrower and the Lenders of each determination of a Eurodollar Rate. Any change in the interest rate on a Loan resulting from a change in the ABR, Alternate Base Rate or the Eurocurrency Reserve Requirements, the C/D Assessment Rate or the C/D Reserve Percentage Requirements shall become effective as of the opening of business on the day on which such change in the Alternate Base Rate is announced or such change in the Eurocurrency Reserve Requirements becomes effective, as the case may be. The Administrative Agent shall as soon as practicable notify the Borrower and the Lenders of the effective date and the amount of each such change in interest ratechange. (b) Each determination of an interest rate by the Administrative Agent pursuant to any provision of this Agreement shall be conclusive and binding on the Borrower and the Lenders in the absence of manifest error. The Administrative Agent shall, at the request of the BorrowerBorrower or any Lender, deliver to the Borrower or such Lender a statement showing the quotations and calculations used by the Administrative Agent in determining any interest rate pursuant to subsection 4.1(a)the Eurodollar Rate.

Computation of Interest and Fees. (a) WheneverInterest on all Loans shall be computed on the basis of the actual number of days elapsed over a year of 360 days or, in the case of ABR LoansLoans on any date when the ABR is determined by reference to the Prime Rate, it is calculated a year of 365 or 366 days as appropriate (in each case including the first day but excluding the last day). Each determination of an interest rate by the Agent pursuant to any provision of this Agreement shall be conclusive and binding on the Borrower and the Lenders in the absence of manifest error. All Facility Fees shall be computed on the basis of the Prime Rate, interest shall be calculated on actual number of days elapsed over a year of 360 days (including the basis of a 365- (or 366-, as first day but excluding the case may be) day year for the actual days elapsed; and, otherwise, interest and fees shall be calculated on the basis of a 360-day year for the actual days elapsedlast day). The Administrative Agent shall as soon as practicable notify shall, at any time and from time to time upon the request of the Borrower, deliver to the Borrower and a statement showing the Lenders of each determination of a Eurodollar Rate. quotations used by the Agent in determining any interest rate applicable to any Loan pursuant to this Agreement. (b) Any change in the interest rate on a Loan resulting from a change in the ABR, the Eurocurrency Reserve Requirements, the C/D Assessment Rate ABR or the C/D Eurodollar Reserve Percentage Requirements shall become effective as of the opening of business on the day on which such change in the ABR is announced or such change in the Eurodollar Reserve Requirements becomes effective, as the case may be. The Administrative Agent shall as soon as practicable notify the Borrower and the Lenders of the effective date and the amount of each such change in interest rate. (b) Each determination of an interest rate by the Administrative Agent pursuant to any provision of this Agreement shall be conclusive and binding on the Borrower and the Lenders in the absence of manifest error. The Administrative Agent shall, at the request of the Borrower, deliver to the Borrower a statement showing the quotations and calculations used by the Administrative Agent in determining any interest rate pursuant to subsection 4.1(a).

Computation of Interest and Fees. (a) WheneverInterest, in fees and other amounts payable pursuant hereto shall be calculated on the case basis of a 360-day year for the actual days elapsed, except that, with respect to ABR Loans, it Loans the rate of interest on which is calculated on the basis of the Prime Rate, the interest thereon shall be calculated on the basis of a 365- (or 366-, as the case may be) day year for the actual days elapsed; and, otherwise, interest and fees shall be calculated on the basis of a 360-day year for the actual days elapsed. The Administrative Agent shall as soon as practicable notify the Borrower and the relevant Lenders of each determination of a Eurodollar Rate. Any change in the interest rate on a Loan resulting from a change in the ABR, ABR or the Eurocurrency Reserve Requirements, the C/D Assessment Rate or the C/D Reserve Percentage Requirements shall become effective as of the opening of business on the day on which such change becomes effective. The Administrative Agent shall as soon as practicable notify the Borrower and the relevant Lenders of the effective date and the amount of each such change in interest rate. (b) Each determination of an interest rate by the Administrative Agent pursuant to any provision of this Agreement shall be conclusive and binding on the Borrower and the Lenders in the absence of manifest error. The Administrative Agent shall, at the request of the Borrower, deliver to the Borrower a statement showing the quotations and calculations used by the Administrative Agent in determining any interest rate pursuant to subsection 4.1(a)2.12. (c) For the avoidance of doubt, any increases in interest rates and fees (including fees and interest payable pursuant to subsections 2.6, 2.12 and 3.3) effected by this Agreement shall not have any retroactive effect and shall only apply from (and after) the Closing Date.

Computation of Interest and Fees. (a) WheneverInterest and fees payable pursuant hereto shall be calculated on the basis of a 360-day year for the actual days elapsed, in except that, with respect to Base Rate Loans the case rate of ABR Loans, it interest on which is calculated on the basis of the Prime Rate, the interest thereon shall be calculated on the basis of a 365- (or 366-, as the case may be) day year for the actual days elapsed; and, otherwise, interest and fees shall be calculated on the basis of a 360-day year for the actual days elapsed. The Interim Administrative Agent shall as soon as practicable notify the Borrower and the relevant Lenders of each determination of a Eurodollar Rate. Any change in the interest rate on a Term Loan resulting from a change in the ABR, Base Rate or the Eurocurrency Reserve Requirements, the C/D Assessment Rate or the C/D Reserve Percentage Requirements shall become effective as of the opening of business on the day on which such change becomes effective. The Interim Administrative Agent shall as soon as practicable notify the Borrower and the relevant Lenders of the effective date and the amount of each such change in interest rate. (b) Each determination of an interest rate by the Interim Administrative Agent pursuant to any provision of this Agreement shall be conclusive and binding on the Borrower and the Lenders in the absence of manifest error. The Interim Administrative Agent shall, at the request of the Borrower, deliver to the Borrower a statement showing the quotations and calculations used by the Interim Administrative Agent in determining any interest rate pursuant to subsection 4.1(aSection 3.5(a).

Computation of Interest and Fees. (a) Whenever. (a) Interest, in fees and commissions payable pursuant hereto shall be calculated on the case basis of a 360-day year for the actual days elapsed, except that, with respect to (i) ABR Loans, it Loans the rate of interest on which is calculated on the basis of the Prime RateRate and (ii) Loans denominated in Sterling, the interest thereon shall be calculated on the basis of a 365- (or 366-, as the case may be) day year for the actual days elapsed; and, otherwise, interest and fees shall be calculated on the basis of a 360-day year for the actual days elapsed. The Administrative Agent shall as soon as practicable notify the Parent Borrower and the relevant Lenders of each determination of a Eurodollar any applicable Benchmark, including the Adjusted LIBO Rate, the Adjusted EURIBOR Rate and/or XXXXX, as applicable. Any change in the interest rate on a Loan resulting from a change in the ABR, the Eurocurrency Reserve Requirements, the C/D Assessment Alternate Base Rate or the C/D Reserve Percentage Statutory Reserves shall become effective as of the opening of business on the day on which such change becomes effective. The Administrative Agent shall as soon as practicable notify the Parent Borrower and the relevant Lenders of the effective date and the amount of each such change in interest rate. (b) Each determination of an interest rate by the Administrative Agent pursuant to any provision of this Agreement shall be conclusive and binding on the Borrower Borrowers and the Lenders in the absence of manifest error. The Administrative Agent shall, at the request of the Parent Borrower, deliver to the Parent Borrower a statement showing the quotations and calculations used by the Administrative Agent in determining any interest rate pursuant to subsection 4.1(a)Section 2.15(a) and the calculation of any Statutory Reserves.

Computation of Interest and Fees. (a) WheneverInterest, in fees and commissions payable pursuant hereto shall be calculated on the case basis of ABR Loansa 360- day year for the actual days elapsed, it except that, with respect to Base Rate Loans the rate of interest on which is calculated on the basis of the Prime Rate, the interest thereon shall be calculated on the basis of a 365- (or 366-, as the case may be) day year for the actual days elapsed; and, otherwise, interest and fees shall be calculated on the basis of a 360-day year for the actual days elapsed. The Administrative Agent shall as soon as practicable notify the Borrower and the relevant Lenders of each determination of a Eurodollar Rate. Any change in the interest rate on a Loan resulting from a change in the ABR, Base Rate or the Eurocurrency Reserve Requirements, the C/D Assessment Rate or the C/D Reserve Percentage Requirements shall become effective as of the opening of business on the day on which such change becomes effective. The Administrative Agent shall as soon as practicable notify the Borrower and the relevant Lenders of the effective date and the amount of each such change in interest rate. (b) Each determination of an interest rate by the Administrative Agent pursuant to any provision of this Agreement shall be conclusive and binding on the Borrower and the Lenders in the absence of manifest error. The Administrative Agent shall, at the request of the Borrower, deliver to the Borrower a statement showing the quotations and calculations used by the Administrative Agent in determining any interest rate pursuant to subsection 4.1(aSection 2.15(a).

Computation of Interest and Fees. (a) Whenever, in the case of ABR Loans, it is (i) Whenever interest and fees are calculated on the basis of the Prime Rate, interest shall be calculated on the basis of a 365- 365 (or 366-366, as the case may be) day year for the actual days elapsed, (ii) whenever Eurocurrency Rate Loans are denominated in Sterling, interest and fees with respect to such Eurocurrency Rate Loans shall be calculated on the basis of a 365-day year for the actual days elapsed and (iii) whenever CDOR Rate Loans are denominated in Canadian Dollars or HIBOR Rate Loans are denominated in Hong Kong Dollars, interest and fees with respect to such Loans shall be calculated on the basis of a 365-day year for the actual days elapsed; and, otherwise, interest and fees shall be calculated on the basis of a 360-day year for the actual days elapsedelapsed (including, with respect to Eurocurrency Rate Loans denominated in Dollars, Euros, Swiss Francs, and Yen and Mexican Peso Rate Loans denominated in Mexican Pesos). The Administrative Agent shall as soon as practicable notify the applicable Borrower and the relevant Lenders of each determination of a Eurodollar Eurocurrency Base Rate. Any change in the interest rate on a Loan resulting from a change in the ABR, Base Rate or the Eurocurrency Reserve Requirements, the C/D Assessment Rate or the C/D Reserve Percentage Requirements shall become effective as of the opening of business on the day on which such change becomes effective. The Administrative Agent shall as soon as practicable notify the applicable Borrower and the relevant Lenders of the effective date and the amount of each such change in interest rate. (b) Each determination of an interest rate by the Administrative Agent pursuant to any provision of this Agreement shall be conclusive and binding on the applicable Borrower and the Lenders in the absence of manifest error. The Administrative Agent shall, at the request of the applicable Borrower, deliver to the applicable Borrower a statement showing the quotations and calculations used by the Administrative Agent in determining any interest rate pursuant to subsection 4.1(aSection 2.14(a).

Computation of Interest and Fees. (a) WheneverInterest and fees payable pursuant hereto shall be calculated on the basis of a 360-day year for the actual days elapsed, in except that, with respect to (A) ABR Loans the case rate of ABR Loans, it interest on which is calculated on the basis of the Prime Rate, interest (B) the Applicable Margin related to Letters of Credit and (C) Letter of Credit fees, shall be calculated on the basis of a 365- (or 366-, as the case may be) day year for the actual days elapsed; and, otherwise, interest . Interest and such fees shall be calculated on accrue for each period from and including the basis first day of a 360-such period but excluding the last day year for the actual days elapsedof such period. The Administrative Agent shall as soon as practicable notify the Borrower and the relevant Lenders of each determination of a Eurodollar an Adjusted Term SOFR Rate or Adjusted Daily Simple SOFR Rate. Any change in the interest rate on a Loan resulting from a change in the ABR, the Eurocurrency Reserve Requirements, the C/D Assessment Rate or the C/D Reserve Percentage ABR shall become effective as of the opening of business on the day on which such change becomes effective. The Administrative Agent shall as soon as practicable notify the Borrower and the relevant Lenders of the effective date and the amount of each such change in interest rate. (b) Each determination of an interest rate by the Administrative Agent pursuant to any provision of this Agreement shall be conclusive and binding on the Borrower and the Lenders in the absence of manifest error. The Administrative Agent shall, at the request of the Borrower, deliver to the Borrower a statement showing the quotations and calculations used by the Administrative Agent in determining any interest rate pursuant to subsection 4.1(aSection 2.11(a).

Computation of Interest and Fees. (a) Whenever, Interest in the case respect -------------------------------- of ABR Alternate Base Rate Loans, it at any time that the Alternate Base Rate is calculated on the basis of determined by reference to the Prime Rate, interest and all fees hereunder shall be calculated on the basis of a 365- 365 (or 366-, 366 as the case may be) day year for the actual days elapsed; and, otherwise, interest . Interest in respect of Eurodollar Loans and fees in respect of Alternate Base Rate Loans at any time that the Alternate Base Rate is determined by reference to the Base CD Rate or the Federal Funds Effective Rate shall be calculated on the basis of a 360-360 day year for the actual days elapsed. The Administrative Agent shall as soon as practicable notify the Borrower and the Lenders of each determination of a Eurodollar Rate. Any change in the interest rate on a Loan resulting from a change in the ABR, Alternate Base Rate or the Eurocurrency Reserve Requirements, the C/D Assessment Rate or the C/D Reserve Percentage Requirements shall become effective as of the opening of business on the day on which such change in the Alternate Base Rate is announced or such change in the Eurocurrency Reserve Requirements becomes effective, as the case may be. The Administrative Agent shall as soon as practicable notify the Borrower and the Lenders of the effective date and the amount of each such change in interest ratechange. (b) Each determination of an interest rate by the Administrative Agent pursuant to any provision of this Agreement shall be conclusive and binding on the Borrower and the Lenders in the absence of manifest error. The Administrative Agent shall, at the request of the BorrowerBorrower or any Lender, deliver to the Borrower or such Lender a statement showing the quotations and calculations used by the Administrative Agent in determining any interest rate pursuant to subsection 4.1(a)the Eurodollar Rate.

Computation of Interest and Fees. (a) Whenever, in the case of ABR Loans, it is calculated Interest payable hereunder with respect to Alternate Base Rate Loans based on the basis of the Prime Rate, interest Rate shall be calculated on the basis of a 365- year of 365 days (or 366-366 days, as the case may beapplicable) day year for the actual days elapsed; and, otherwise. All other fees, interest and fees all other amounts payable hereunder shall be calculated on the basis of a 360-360 day year for the actual days elapsed. The Administrative Agent shall as soon as practicable notify the Borrower and the Lenders of each determination of a Eurodollar RateAdjusted Term SOFR on the RFR Business Day of the determination thereof. Any change in the interest rate on a Loan resulting from a change in the ABR, the Eurocurrency Reserve Requirements, the C/D Assessment Alternate Base Rate or the C/D Reserve Percentage shall become effective as of the opening of business on the day on which such change becomes in the Alternate Base Rate shall become effective. The Administrative Agent shall as soon as practicable notify the Borrower and the Lenders of the effective date and the amount of each such change in interest ratechange. (b) Each determination of an interest rate by the Administrative Agent pursuant to any provision of this Agreement shall be conclusive and binding on the Borrower and the Lenders in the absence of manifest error. The Administrative Agent shall, at the request of the Borrower, deliver to the Borrower a statement showing the quotations and calculations computations used by the Administrative Agent in determining any interest rate pursuant rate. (c) In connection with the use or administration of Term SOFR, the Administrative Agent will have the right to subsection 4.1(a).make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Credit Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Credit Document. The Administrative Agent will

Computation of Interest and Fees. (a). (a) WheneverInterest, in fees and commissions payable pursuant hereto shall be calculated on the case basis of ABR Loansa 360-day year for the actual days elapsed, it except that, with respect to Base Rate Loans on which interest is calculated on the basis of the Prime Rate, the interest thereon shall be calculated on the basis of a 365- (or 366-, as the case may be) day year for the actual days elapsed; and, otherwise, interest and fees shall be calculated on the basis of a 360-day year for the actual days elapsed. The Administrative Agent shall as soon as practicable notify the Borrower and the relevant Lenders of each determination of a Eurodollar Rate. Any change in the interest rate on a Loan resulting from a change in the ABR, Base Rate or the Eurocurrency Reserve Requirements, the C/D Assessment Rate or the C/D Reserve Percentage Requirements shall become effective as of the opening of business on the day on which such change becomes effective. The Administrative Agent shall as soon as practicable notify the Borrower and the relevant Lenders of the effective date and the amount of each such change in interest rate. (b) Each determination of an interest rate by the Administrative Agent pursuant to any provision of this Agreement shall be conclusive and binding on the Borrower and the Lenders in the absence of manifest error. The Administrative Agent shall, at the request of the Borrower, deliver to the Borrower a statement showing the quotations and calculations used by the Administrative Agent in determining any interest rate pursuant to subsection 4.1(aSection 2.16(a).

Computation of Interest and Fees. (a) WheneverInterest and fees -------------------------------- payable pursuant hereto shall be calculated on the basis of a 360-day year for the actual days elapsed, in except that, with respect to ABR Loans the case rate of ABR Loans, it interest on which is calculated on the basis of the Prime Rate, the interest thereon shall be calculated on the basis of a 365- (or 366-, as the case may be) day year for the actual days elapsed; and, otherwise, interest and fees shall be calculated on the basis of a 360-day year for the actual days elapsed. The Administrative Agent shall as soon as practicable notify the Borrower and the relevant Lenders of each determination of a Eurodollar Rate. Any change in the interest rate on a Loan resulting from a change in the ABR, ABR or the Eurocurrency Reserve Requirements, the C/D Assessment Rate or the C/D Reserve Percentage Requirements shall become effective as of the opening of business on the day on which such change becomes effective. The Administrative Agent shall as soon as practicable notify the Borrower and the relevant Lenders of the effective date and the amount of each such change in interest rate. (b) Each determination of an interest rate by the Administrative Agent pursuant to any provision of this Agreement shall be conclusive and binding on the Borrower and the Lenders in the absence of manifest error. The Administrative Agent shall, at the request of the Borrower, deliver to the Borrower a statement showing the quotations and calculations used by the Administrative Agent in determining any interest rate pursuant to subsection 4.1(aSection 2.11(a).

Computation of Interest and Fees. (a) WheneverInterest, in fees and commissions payable pursuant hereto shall be calculated on the case basis of ABR Loansa 360‑day year for the actual days elapsed, it except that, with respect to (i) Base Rate Loans the rate of interest on which is calculated on the basis of the Prime Rate, the interest thereon shall be calculated on the basis of a 365- 365‑ (or 366-366‑, as the case may be) day year for the actual days elapsed; andelapsed and (ii) Revolving Credit Loans denominated in Pound Sterling, otherwise, the interest and fees thereon shall be calculated on the basis of a 360365-day year for the actual days elapsed. The Administrative Agent shall as soon as practicable notify the Borrower and the relevant Lenders of each determination of a Eurodollar Rate. Any change in the interest rate on a Loan resulting from a change in the ABR, Base Rate or the Eurocurrency Reserve Requirements, the C/D Assessment Rate or the C/D Reserve Percentage Requirements shall become effective as of the opening of business on the day on which such change becomes effective. The Administrative Agent shall as soon as practicable notify the Borrower and the relevant Lenders of the effective date and the amount of each such change in interest rate. (ba) Each determination of an interest rate by the Administrative Agent pursuant to any provision of this Agreement shall be conclusive and binding on the Borrower Borrowers and the Lenders in the absence of manifest error. The Administrative Agent shall, at the request of the Borrower, deliver to the Borrower a statement showing the quotations and calculations used by the Administrative Agent in determining any interest rate pursuant to subsection 4.1(aSection 2.10(a).

Computation of Interest and Fees. (a) WheneverInterest and Fees payable pursuant hereto shall be calculated on the basis of a 360-day year for the actual days elapsed, in except that, with respect to ABR Loans the case rate of ABR Loans, it interest on which is calculated on the basis of the Prime Rate, the interest thereon shall be calculated on the basis of a 365- (or 366-, as the case may be) day year for the actual days elapsed; and, otherwise, interest and fees shall be calculated on the basis of a 360-day year for the actual days elapsed. The Administrative Agent shall as soon as practicable notify the Borrower and the Lenders of each determination of a Eurodollar Rate. Any change in the interest rate on a Loan resulting from a change in the ABR, the Eurocurrency Reserve Requirements, the C/D Assessment LIBO Market Index Rate or the C/D Eurocurrency Reserve Percentage Requirements shall become effective as of the opening of business on the day on which such change becomes effective. The Administrative Agent shall as soon as practicable notify the Borrower and the Lenders of the effective date and the amount of each such change in interest rate. (b) Each determination of an interest rate by the Administrative Agent pursuant to any provision of this Agreement shall be conclusive and binding on the Borrower and the Lenders in the absence of manifest error. The Administrative Agent shall, at the request of the Borrower, deliver to the Borrower a statement showing the quotations and calculations used by the Administrative Agent in determining any interest rate pursuant to subsection 4.1(aSection 2.09(a).

Computation of Interest and Fees. (a) WheneverFacility fees and, in the case of ABR Loans, whenever it is calculated on the basis of the Prime Rate, interest on ABR Loans shall be calculated on the basis of a 365- (or 366-, as the case may be) day year for the actual days elapsed; and, otherwise, interest and fees Letter of Credit commissions shall be calculated on the basis of a 360-360- (or, in the case of interest on Loans denominated in Pounds Sterling, 365-) day year for the actual days elapsed. The Administrative Agent shall as soon as practicable notify the Borrower Company and the Lenders of each determination of a Eurodollar Eurocurrency Rate. Any change in the interest rate on a Loan resulting from ABR due to a change in the ABRPrime Rate, the Eurocurrency Reserve Requirements, the C/D Assessment Federal Funds Effective Rate or the C/D Reserve Percentage Adjusted Eurocurrency Rate shall become be effective as of the opening of business on the effective day on which of such change becomes effectivein the Prime Rate the Federal Funds Effective Rate or the Adjusted Eurocurrency Rate, respectively. The Administrative Agent shall as soon as practicable notify the Borrower Company and the Lenders of the effective date and the amount of each such change in interest rate. (b) Each determination of an interest rate by the Administrative Agent pursuant to any provision of this Agreement shall be conclusive and binding on the Borrower Borrowers and the Lenders in the absence of manifest error. The Administrative Agent shall, at the request of the BorrowerCompany, deliver to the Borrower Company a statement showing the quotations and calculations used by the Administrative Agent in determining any interest rate pursuant to subsection 4.1(a)Eurocurrency Rate.

Computation of Interest and Fees. (a) WheneverInterest and fees payable pursuant hereto shall be calculated on the basis of a 360-day year for the actual days elapsed, in except that, with respect to Base Rate Loans the case rate of ABR Loans, it interest on which is calculated on the basis of the Prime Reference Rate, the interest thereon shall be calculated on the basis of a 365- (or 366-, as the case may be) day year for the actual days elapsed; and, otherwise, interest and fees shall be calculated on the basis of a 360-day year for the actual days elapsed. The Administrative Agent shall as soon as practicable notify the Borrower and the Lenders of each determination of a Eurodollar Rate. Any change in the interest rate on a Revolving Loan resulting from a change in the ABR, Base Rate or the Eurocurrency Reserve Requirements, the C/D Assessment Rate or the C/D Reserve Percentage Requirements shall become effective as of the opening of business on the day on which such change becomes effective. The Administrative Agent shall as soon as practicable notify the Borrower and the Lenders of the effective date and the amount of each such change in interest rate. (b) Each determination of an interest rate by the Administrative Agent pursuant to any provision of this Agreement shall be conclusive and binding on the Borrower and the Lenders in the absence of manifest error. The Administrative Agent shall, at the request of the Borrower, deliver to the Borrower a statement showing the quotations and calculations used by the Administrative Agent in determining any interest rate pursuant to subsection 4.1(aSECTION 3.5(A).

Computation of Interest and Fees. (a) Whenever, in the case of Interest (other than interest on ABR Loans, it is calculated ) on the basis of the Prime Rate, interest all Loans payable pursuant hereto shall be calculated on the basis of a 365- (or 366-, as the case may be) day year of 360 days for the actual days elapsed; and, otherwise, interest on ABR Loans and commitment fees shall be calculated on the basis of a 360-365-(or 366-, as the case may be) day year for the actual days elapsed. The Administrative Agent shall as soon as practicable notify the Borrower and the Lenders of each determination of a Eurodollar Rate. Any change in the interest rate on a Loan the Loans resulting from a change in the ABR, CIBC Alternate Base Rate or the Eurocurrency Reserve Requirements, the C/D Assessment Rate or the C/D Reserve Percentage Requirements shall become effective as of the opening of business on the day on which such change shall become effective, provided that such change becomes effectiveeffective prior to 5:00 P.M., New York City time, on such day. The Administrative Agent shall as soon as practicable notify the Borrower and the Lenders each Lender of the effective date and the amount of each such change in interest ratechange. (b) Each determination of an interest rate by the Administrative Agent pursuant to any provision of this Agreement shall be conclusive and binding on the Borrower and the Lenders in the absence of manifest error. The Administrative Agent shall, at the request of the Borrower, deliver to the Borrower a statement showing the quotations and calculations used by the Administrative Agent in determining any interest rate pursuant to subsection 4.1(a)4.1.

Computation of Interest and Fees. (a) WheneverInterest, in fees and commissions payable pursuant hereto shall be calculated on the case basis of ABR Loansa 360-day year for the actual days elapsed, it except that, with respect to Base Rate Loans the rate of interest on which is calculated on the basis of the Prime Rate, the interest thereon shall be calculated on the basis of a 365- (or 366-, as the case may be) day year for the actual days elapsed; and, otherwise, interest and fees shall be calculated on the basis of a 360-day year for the actual days elapsed. The Administrative Agent shall as soon as practicable notify the Borrower Borrowers and the relevant Lenders of each determination of a Eurodollar Rate. Any change in the interest rate on a Loan resulting from a change in the ABR, Base Rate or the Eurocurrency Reserve Requirements, the C/D Assessment Rate or the C/D Reserve Percentage Requirements shall become effective as of the opening of business on the day on which such change becomes effective. The Administrative Agent shall as soon as practicable notify the Borrower Borrowers and the relevant Lenders of the effective date and the amount of each such change in interest rate. (b) Each determination of an interest rate by the Administrative Agent pursuant to any provision of this Agreement shall be conclusive and binding on the Borrower Borrowers and the Lenders in the absence of manifest error. The Administrative Agent shall, at the request of the BorrowerBorrowers, deliver to the Borrower Borrowers a statement showing the quotations and calculations used by the Administrative Agent in determining any interest rate pursuant to subsection 4.1(aSection 2.9(a).

Computation of Interest and Fees. (a) WheneverInterest, in fees and -------------------------------- commissions payable pursuant hereto shall be calculated on the case basis of ABR Loansa 360- day year for the actual days elapsed, it except that, with respect to Base Rate Loans the rate of interest on which is calculated on the basis of the Prime Rate, the interest thereon shall be calculated on the basis of a 365- (or 366-, as the case may be) day year for the actual days elapsed; and, otherwise, interest and fees shall be calculated on the basis of a 360-day year for the actual days elapsed. The Administrative Agent shall as soon as practicable notify the Borrower and the relevant Lenders of each determination of a Eurodollar Rate. Any change in the interest rate on a Loan resulting from a change in the ABR, Base Rate or the Eurocurrency Reserve Requirements, the C/D Assessment Rate or the C/D Reserve Percentage Requirements shall become effective as of the opening of business on the day on which such change becomes effective. The Administrative Agent shall as soon as practicable notify the Borrower and the relevant Lenders of the effective date and the amount of each such change in interest rate. (b) Each determination of an interest rate by the Administrative Agent pursuant to any provision of this Agreement shall be conclusive and binding on the Borrower and the Lenders in the absence of manifest error. The Administrative Agent shall, at the request of the Borrower, deliver to the Borrower a statement showing the quotations and calculations used by the Administrative Agent in determining any interest rate pursuant to subsection 4.1(aSection 2.15(a).

Computation of Interest and Fees. (a) Whenever, in the case of ABR Loans, it is (i) Whenever interest and fees are calculated on the basis of the Prime Rate, interest shall be calculated on the basis of a 365- 365 (or 366-366, as the case may be) day year for the actual days elapsed, (ii) whenever Eurocurrency Rate Loans are denominated in Sterling, interest and fees with respect to such Eurocurrency Rate Loans shall be calculated on the basis of a 365-day year for the actual days elapsed and (iii) whenever CDOR Rate Loans are denominated in Canadian Dollars or HIBOR Rate Loans are denominated in Hong Kong Dollars, interest and fees with respect to such Loans shall be calculated on the basis of a 365-day year for the actual days elapsed; and, otherwise, interest and fees shall be calculated on the basis of a 360-day year for the actual days elapsedelapsed (including, with respect to Eurocurrency Rate Loans denominated in Dollars, Euros, Swiss Francs, and Yen). The Administrative Agent shall as soon as practicable notify the applicable Borrower and the relevant Lenders of each determination of a Eurodollar Eurocurrency Base Rate. Any change in the interest rate on a Loan resulting from a change in the ABR, Base Rate or the Eurocurrency Reserve Requirements, the C/D Assessment Rate or the C/D Reserve Percentage Requirements shall become effective as of the opening of business on the day on which such change becomes effective. The Administrative Agent shall as soon as practicable notify the applicable Borrower and the relevant Lenders of the effective date and the amount of each such change in interest rate. (b) Each determination of an interest rate by the Administrative Agent pursuant to any provision of this Agreement shall be conclusive and binding on the applicable Borrower and the Lenders in the absence of manifest error. The Administrative Agent shall, at the request of the applicable Borrower, deliver to the applicable Borrower a statement showing the quotations and calculations used by the Administrative Agent in determining any interest rate pursuant to subsection 4.1(aSection 2.14(a).

Computation of Interest and Fees. (a) WheneverInterest and fees payable pursuant hereto shall be calculated on the basis of a 360-day year for the actual days elapsed, in except that, with respect to ABR Loans the case rate of ABR Loans, it interest on which is calculated on the basis of ABR, the Prime Rate, interest thereon shall be calculated on the basis of a 365- (or 366-, as the case may be) day year for the actual days elapsed; and, otherwise, interest and fees shall be calculated on the basis of a 360-day year for the actual days elapsed. The Administrative Agent shall as soon as practicable notify the Borrower and the relevant Lenders of each determination of a Eurodollar RateRateTerm Benchmark. Any change in the interest rate on a Loan resulting from a change in the ABR, ABR or the Eurocurrency Reserve Requirements, the C/D Assessment Rate or the C/D Reserve Percentage RequirementsTerm Benchmark shall become effective as of the opening of business on the day on which such change becomes effective. The Administrative Agent shall as soon as practicable notify the Borrower and the relevant Lenders of the effective date and the amount of each such change in interest rate. (b) Each determination of an interest rate by the Administrative Agent pursuant to any provision of this Agreement shall be conclusive and binding on the Borrower and the Lenders in the absence constitute prima facie evidence of manifest errorsuch amounts. The Administrative Agent shall, at the request of the BorrowerBorrower or any Lender, deliver to the Borrower or such Lender a statement showing the quotations and calculations used by the Administrative Agent in determining any interest rate pursuant to subsection 4.1(aSection 2.11(a).

Computation of Interest and Fees. (a) Whenever, in the case of ABR Loans, it is calculated Interest payable hereunder with respect to Alternate Base Rate Loans based on the basis of the Prime Rate, interest Rate shall be calculated on the basis of a 365- year of 365 days (or 366-366 days, as the case may beapplicable) day year for the actual days elapsed; and, otherwise. All other fees, interest and fees all other amounts payable hereunder shall be calculated on the basis of a 360-360 day year for the actual days elapsed. The Administrative Agent shall as soon as practicable notify the Borrower and the Lenders of each determination of a Eurodollar RateAdjusted Term SOFR on the U.S. Government Securities Business Day of the determination thereof. Any change in the interest rate on a Loan resulting from a change in the ABR, the Eurocurrency Reserve Requirements, the C/D Assessment Alternate Base Rate or the C/D Reserve Percentage shall become effective as of the opening of business on the day on which such change becomes in the Alternate Base Rate shall become effective. The Administrative Agent shall as soon as practicable notify the Borrower and the Lenders of the effective date and the amount of each such change in interest ratechange. (b) Each determination of an interest rate by the Administrative Agent pursuant to any provision of this Agreement shall be conclusive and binding on the Borrower and the Lenders in the absence of manifest error. The Administrative Agent shall, at the request of the Borrower, deliver to the Borrower a statement showing the quotations and calculations computations used by the Administrative Agent in determining any interest rate pursuant to subsection 4.1(a)rate.

Computation of Interest and Fees. (a) WheneverInterest, in fees and commissions payable pursuant hereto shall be calculated on the case basis of a 360-day year for the actual days elapsed, except that, with respect to ABR Loans, it Loans the rate of interest on which is calculated on the basis of the Prime Rate, the interest thereon shall be calculated on the basis of a 365- (or 366-, as the case may be) day year for the actual days elapsed; and, otherwise, interest and fees shall be calculated on the basis of a 360-day year for the actual days elapsed. The Administrative Agent shall as soon as practicable notify the Borrower and the relevant Lenders of each determination of a Eurodollar Rate. Any change in the interest rate on a Loan resulting from a change in the ABR, Alternate Base Rate or the Eurocurrency Reserve Requirements, the C/D Assessment Rate or the C/D Reserve Percentage Requirements shall become effective as of the opening of business on the day on which such change becomes effective. The Administrative Agent shall as soon as practicable notify the Borrower and the relevant Lenders of the effective date and the amount of each such change in interest rate. (b) Each determination of an interest rate by the Administrative Agent pursuant to any provision of this Agreement shall be conclusive and binding on the Borrower and the Lenders in the absence of manifest error. The Administrative Agent shall, at the request of the Borrower, deliver to the Borrower a statement showing the quotations and calculations used by the Administrative Agent in determining any interest rate pursuant to subsection 4.1(a)Section 2.13(a) and the calculation of any Eurocurrency Reserve Requirements.

Computation of Interest and Fees. (a) WheneverAmounts payable under this Agreement including interest, in shall be calculated on the case basis of ABR Loansa 360-day year for the actual days elapsed, it is except that with respect to (i) interest calculated on the basis of the Prime RateRate and (ii) commitment fees, interest such amounts shall be calculated on the basis of a 365- (or 366-, as the case may be) day year for the actual days elapsed; and, otherwise, interest and fees shall be calculated on the basis of a 360-day year for the actual days elapsed. The Administrative Agent shall as soon as practicable practicable, notify the Borrower and the affected Lenders of each determination of a Eurodollar Rate. Any change in the interest rate on a Loan resulting from a change in the ABR, ABR or the Eurocurrency Reserve Requirements, the C/D Assessment Rate or the C/D Reserve Percentage Requirement shall become effective as of the opening of business on the day on which such change becomes effective. The Administrative Agent shall shall, as soon as practicable practicable, notify the Borrower and the affected Lenders of the effective date and the amount of each such change in interest rate. (b) Each determination of an interest rate by the Administrative Agent pursuant to any provision of this Agreement shall be conclusive and binding on the Borrower and the Lenders in the absence of manifest error. The Administrative Agent shall, at the request of the Borrower, deliver to the Borrower a statement showing the quotations and calculations used by the Administrative Agent in determining any interest rate pursuant to subsection 4.1(a2.13(a), (b) or (c). (c) For purposes of the Interest Act (Canada), whenever any interest under the Loan Documents is calculated using a rate based on a year of 360 days, such rate determined pursuant to such calculation, when expressed as an annual rate, is equivalent to (i) the applicable rate based on a year of 360 days, (ii) multiplied by the actual number of days in the calendar year in which the period for which such interest is payable (or compounded) ends, and (iii) divided by 360.

Computation of Interest and Fees. (a) WheneverInterest, in fees and commissions payable pursuant hereto shall be calculated on the case basis of ABR Loansa 360-day year for the actual days elapsed, it except that, with respect to Base Rate Loans on which interest is calculated on the basis of the Prime Rate, the interest thereon shall be calculated on the basis of a 365- (or 366-, as the case may be) day year for the actual days elapsed; and, otherwise, interest and fees shall be calculated on the basis of a 360-day year for the actual days elapsed. The Administrative Agent shall as soon as practicable notify the Borrower and the relevant Lenders of each determination of a Eurodollar Rate. Any change in the interest rate on a Term Loan resulting from a change in the ABR, Base Rate or the Eurocurrency Reserve Requirements, the C/D Assessment Rate or the C/D Reserve Percentage Requirements shall become effective as of the opening of business on the day on which such change becomes effective. The Administrative Agent shall as soon as practicable notify the Borrower and the relevant Lenders of the effective date and the amount of each such change in interest rate. (b) Each determination of an interest rate by the Administrative Agent pursuant to any provision of this Agreement shall be conclusive and binding on the Borrower and the Lenders in the absence of manifest error. The Administrative Agent shall, at the request of the Borrower, deliver to the Borrower a statement showing the quotations and calculations used by the Administrative Agent in determining any interest rate pursuant to subsection 4.1(aSection 2.10(a).

Computation of Interest and Fees. (a) Whenever, in the case of ABR Loans, it is calculated on the basis of the Prime Rate, interest shall be calculated on the basis of a 365- (or 366-, as the case may be) day year for the actual days elapsed; and, otherwise, interest Interest and fees payable pursuant hereto shall be calculated on the basis of a 360-day year for the actual days elapsed, except that, with respect to ABR Loans the rate of interest on which is calculated on the basis of the Prime Rate shall be calculated on the basis of a 365 (or 366 days, as the case may be), day year for the actual number of days elapsed (including the first day but excluding the last day). The Administrative Agent shall as soon as practicable notify the Borrower and the relevant Lenders of each determination of a Eurodollar Rate. Any change in the interest rate on a Loan resulting from a change in the ABR, the Eurocurrency Reserve Requirements, the C/D Assessment Rate ABR or the C/D Eurodollar Reserve Percentage Requirements shall become effective as of the opening of business on the day on which such change becomes effective. The Administrative Agent shall as soon as practicable notify the Borrower and the relevant Lenders of the effective date and the amount of each such change in interest rate. (b) Each determination of an interest rate by the Administrative Agent pursuant to any provision of this Agreement shall be conclusive presumptively correct and binding on the Borrower and the Lenders in the absence of manifest error. The Administrative Agent shall, at the request of the Borrower, deliver to the Borrower a statement showing the quotations and calculations used by the Administrative Agent in determining any interest rate pursuant to subsection 4.1(aSection 2.11(a).

Computation of Interest and Fees. (a) Whenever, in the case of ABR Loans, it is Interest and fees payable pursuant hereto shall be calculated on the basis of a 360-day year for the Prime Rateactual days elapsed, except that, with respect to ABR Loans, the interest thereon shall be calculated on the basis of a 365- (or 366-, as the case may be) day year for the actual days elapsed; andprovided that, otherwiseunless the Swing Line Lender shall have provided any notice pursuant to Section 2.20(c), interest and fees on Swing Line Loans shall be calculated on computed in accordance with the basis of a 360-day year foregoing or as otherwise provided in the applicable Cash Management Agreement, and in each case shall be payable for the actual number of days elapsedelapsed (including the first day but excluding the last day). The Administrative Agent shall as soon as practicable notify the Borrower and the relevant Lenders of each determination of a Eurodollar Rate. Any change in the interest rate on a Loan resulting from a change in the ABR, the Eurocurrency Reserve Requirements, the C/D Assessment Rate ABR or the C/D Eurodollar Reserve Percentage shall become effective as of the opening of business on the day on which such change becomes effective. The Administrative Agent shall as soon as practicable notify the Borrower and the relevant Lenders of the effective date and the amount of each such change in interest rate.. NAI-1513061749v11 28 (b) Each determination of an interest rate by the Administrative Agent pursuant to any provision of this Agreement shall be conclusive and binding on the Borrower and the Lenders in the absence of manifest error. The Administrative Agent shall, at the request of the Borrower, deliver to the Borrower a statement showing the quotations and calculations used by the Administrative Agent in determining any interest rate pursuant to subsection 4.1(aSection 2.9(a).

Computation of Interest and Fees. (a) Whenever, in Interest (other than interest based on the case of ABR Loans, it is Administrative Agent’s “prime rate”) shall be calculated on the basis of a 360-day year for the Prime Rateactual days elapsed, and interest based on the Administrative Agent’s “prime rate” shall be calculated on the basis of a 365- (or 366-, as the case may be) day year for the actual days elapsed; and, otherwise, interest and fees shall be calculated on the basis of a 360-day year for the actual days elapsed. The Administrative Agent shall as soon as practicable notify the Borrower and the affected Lenders of each determination of a Eurodollar Rate. Any change in the interest rate on a Loan resulting from a change in the ABR, the Eurocurrency Reserve Requirements, the C/D Assessment Rate ABR or the C/D Applicable Reserve Percentage Requirements shall become effective as of the opening of business on the day on which such change becomes effective. The Administrative Agent shall as soon as practicable notify the Borrower and the affected Lenders of the effective date and the amount of each such change in interest rate. (b) Each determination of an interest rate by the Administrative Agent pursuant to any provision of this Agreement shall be conclusive and binding on the Borrower and the Lenders in the absence of manifest error. The Administrative Agent shall, at the request of the BorrowerBorrower or any Lender, deliver to the Borrower or such Lender a statement showing in reasonable detail the quotations and calculations used by the Administrative Agent in determining any interest rate pursuant to subsection 4.1(a)3.1, excluding any Eurodollar Rate which is based upon the Reuters Screen and any ABR which is based upon the Administrative Agent’s “prime rate”.

Computation of Interest and Fees. (a) Whenever, All interest in the case respect of ABR Loans, it is calculated on the basis of the Prime Rate, interest Alternate Base Rate Loans shall be calculated on the basis of a 365- 360 day year for the actual days elapsed, except where the applicable interest rate for such Loan is the Prime Rate, in which case the rate per annum shall be computed on the basis of a 365 (or 366-, 366 as the case may be) day year for the actual days elapsed; and. Facility Fees, otherwise, Utilization Fees and interest and fees in respect of Eurodollar Loans shall be calculated on the basis of a 360-360 day year for the actual days elapsed. The Administrative Agent shall as soon as practicable notify the Borrower Company and the Lenders of each determination of a Eurodollar Rate. Any change in the interest rate on a Loan resulting from a change in the ABRAlternate Base Rate, the Eurocurrency Reserve Requirements, the C/D Assessment Rate Applicable Margin or the C/D Reserve Percentage shall become effective as of the opening of business on the day on which such change becomes in the Alternate Base Rate is announced or such Applicable Margin changes as provided herein or such change in the Reserve Percentage shall become effective. The Administrative Agent shall as soon as practicable notify the Borrower Company and the Lenders of the effective date and the amount of each such change in interest ratechange. (ba) Each determination of an interest rate by the Administrative Agent pursuant to any provision of this Agreement shall be conclusive and binding on the Borrower Company and the Lenders in the absence of manifest error. The Administrative Agent shall, at the request of the BorrowerCompany, deliver to the Borrower Company a statement showing the quotations and calculations used by the Administrative Agent in determining any interest rate pursuant to subsection 4.1(a2.8 (a) or (c).

Computation of Interest and Fees. (a) Whenever, in the case of ABR Interest on Alternate Base Rate Loans, it is calculated on the basis of the Prime RateEurodollar Loans, commitment fees, interest shall be calculated on the basis of a 365- (or 366-, as the case may be) day year for the actual days elapsed; and, otherwise, overdue interest and fees other amounts payable hereunder shall be calculated on the basis of a 360-day year except interest on Alternate Base Rate Loans (when based on the Prime Rate) shall be calculated on the basis of a year of 365/366, in either case for the actual days elapsed. The Administrative Agent shall as soon as practicable notify the Borrower and the Revolving Credit Lenders or the applicable Tranche B Term Loan Lenders, as the case may be, of each determination of a Eurodollar Rate. Any change in the interest rate on a Loan resulting from a change in the ABR, Alternate Base Rate or the Eurocurrency Reserve Requirements, the C/D Assessment Rate or the C/D Reserve Percentage Requirements shall become effective as of the opening of business on the day on which such change becomes effective. The Administrative Agent shall as soon as practicable notify the Borrower and the Revolving Credit Lenders or the applicable Tranche B Term Loan Lenders, as the case may be, of the effective date and the amount of each such change in interest rate. (b) Each determination of an interest rate by the Administrative Agent pursuant to any provision of this Agreement shall be conclusive and binding on the Borrower and the Lenders in the absence of manifest error. The Administrative Agent shall, at the request of the Borrower, deliver to the Borrower a statement showing the quotations and calculations used by the Administrative Agent in determining any interest rate pursuant to subsection Section 4.1(a), (b) or (c).

Computation of Interest and Fees. (a) WheneverInterest, in fees and other amounts payable pursuant hereto shall be calculated on the case basis of a 360-day year for the actual days elapsed, except that, with respect to ABR Loans, it Loans the rate of interest on which is calculated on the basis of the Prime Rate, the interest thereon shall be calculated on the basis of a 365- (or 366-, as the case may be) day year for the actual days elapsed; and, otherwise, interest and fees shall be calculated on the basis of a 360-day year for the actual days elapsed. The Administrative Agent shall as soon as practicable notify the Borrower and the relevant Lenders of each determination of a Eurodollar Rate. Any change in the interest rate on a Loan resulting from a change in the ABR, ABR or the Eurocurrency Reserve Requirements, the C/D Assessment Rate or the C/D Reserve Percentage Requirements shall become effective as of the opening of business on the day on which such change becomes effective. The Administrative Agent shall as soon as practicable notify the Borrower and the relevant Lenders of the effective date and the amount of each such change in interest rate. (b) Each determination of an interest rate by the Administrative Agent pursuant to any provision of this Agreement shall be conclusive and binding on the Borrower and the Lenders in the absence of manifest error. The Administrative Agent shall, at the request of the Borrower, deliver to the Borrower a statement showing the quotations and calculations used by the Administrative Agent in determining any interest rate pursuant to subsection 4.1(a)2.12. (c) For the avoidance of doubt, any increases in interest rates and fees (including fees and interest payable pursuant to subsections 2.6, 2.12 and 3.3) effected by the this Agreement shall not have any retroactive effect and shall only apply from (and after) the Closing Date.

Computation of Interest and Fees. (a) WheneverInterest and fees payable pursuant hereto shall be calculated on the basis of a 360-day year for the actual days elapsed, in except that, with respect to ABR Loans the case rate of ABR Loans, it interest on which is calculated on the basis of the Prime Rate, the interest thereon shall be calculated on the basis of a 365- (or 366-, as the case may be) day year for the actual days elapsed; and, otherwise, interest and fees shall be calculated on the basis of a 360-day year for the actual days elapsed. The Administrative Applicable Facility Agent shall as soon as practicable notify the Borrower and the relevant Lenders of each determination of a Eurodollar Rate. Any change in the interest rate on a Loan resulting from a change in the ABR, the Eurocurrency Reserve Requirements, the C/D Assessment Rate ABR or the C/D Reserve Percentage Eurodollar Rate shall become effective as of the opening of business on the day on which such change becomes effective. The Administrative Applicable Facility Agent shall as soon as practicable notify the Borrower and the relevant Lenders of the effective date and the amount of each such change in interest rate. (b) Each determination of an interest rate by the Administrative Applicable Facility Agent pursuant to any provision of this Agreement shall be conclusive and binding on the Borrower and the Lenders in the absence of manifest error. The Administrative Applicable Facility Agent shall, at the request of the Borrower, deliver to the Borrower a statement showing the quotations and calculations used by the Administrative Applicable Facility Agent in determining any interest rate pursuant to subsection 4.1(aSection 2.14(a).

Computation of Interest and Fees. (a) Whenever, in the case of ABR Loans, it is calculated on the basis of the Prime Rate, All interest and fees hereunder shall be calculated computed on the basis of a 365- year of 360 days, except that (or 366-, as i) interest computed by reference to the case may be) day year for ABR when it is based on the actual days elapsed; and, otherwise, interest and fees Prime Rate shall be calculated computed on the basis of a 360-day year of 365 days (or 366 days in a leap year) and (ii) interest computed with respect to Loans denominated in English Pounds Sterling shall be computed on the basis of a year of 365 days, and in each case shall be payable for the actual number of days elapsedelapsed (including the first day but excluding the last day). The applicable ABR or Eurocurrency Rate shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error. The Administrative Agent shall as soon as practicable notify the Borrower and the Lenders of each determination of a Eurodollar Eurocurrency Rate. Any change in the interest rate on a Loan resulting from a change in the ABR, ABR or the Eurocurrency Reserve Requirements, the C/D Assessment Rate or the C/D Reserve Percentage Requirements shall become effective as of the opening of business on the day on which such change becomes effective. The Administrative Agent shall as soon as practicable notify the Borrower and the relevant Lenders of the effective date and the amount of each such change in interest rate. (b) Each determination of an interest rate by the Administrative Agent pursuant to any provision of this Agreement shall be conclusive and binding on the Borrower and the Lenders in the absence of manifest error. The Administrative Agent shall, at the request of either of the Borrower, deliver to the Borrower a statement showing the quotations and calculations used by the Administrative Agent in determining any interest rate pursuant to subsection 4.1(asubsections 3.4(a), (b) or (d).

Computation of Interest and Fees. (a) WheneverInterest, in fees and ------------------------------------- commissions payable pursuant hereto shall be calculated on the case basis of ABR Loansa 360- day year for the actual days elapsed, it except that, (i) with respect to Base Rate Loans the rate of interest on which is calculated on the basis of the Prime Rate, and any Loans or Letters of Credit denominated in Pounds, the interest thereon shall be calculated on the basis of a 365- (or 366-, as the case may be) day year for the actual days elapsed; andelapsed and (ii) with respect to Foreign Alternate Rate Loans, otherwise, the interest and fees thereon shall be calculated in accordance with the method customarily used for calculating interest on loans in the basis of a 360-day year for the actual days elapsedrelevant jurisdiction. The Administrative Agent shall as soon as practicable notify the relevant Borrower and the relevant Lenders of each determination of a Eurodollar Eurocurrency Rate. Any change in the interest rate on a Loan resulting from a change in the ABR, Base Rate or the Eurocurrency Reserve Requirements, the C/D Assessment Rate or the C/D Reserve Percentage Requirements shall become effective as of the opening of business on the day on which such change becomes effective. The Administrative Agent shall as soon as practicable notify the relevant Borrower and the relevant Lenders of the effective date and the amount of each such change in interest rate. (b) Each determination of an interest rate by the Administrative Agent pursuant to any provision of this Agreement shall be conclusive and binding on the relevant Borrower and the Lenders in the absence of manifest error. The Administrative Agent shall, at the request of the relevant Borrower, deliver to the such Borrower a statement showing the quotations and calculations used by the Administrative Agent in determining any interest rate pursuant to subsection 4.1(aSection 3.8(a).

Computation of Interest and Fees. (a) WheneverInterest payable pursuant hereto shall be calculated on the basis of a 360-day year for the actual days elapsed, in except that, with respect to ABR Loans and Competitive Loans the case rate of ABR Loans, it interest on which is calculated on the basis of the Prime Rate, the interest thereon shall be calculated on the basis of a 365- (or 366-, as the case may be) day year for the actual days elapsed; and, otherwise, interest and fees . Fees payable pursuant hereto shall be calculated on the basis of a 360-365- (or 366-, as the case may be) day year for the actual days elapsed. The Administrative 50 Agent shall as soon as practicable notify the Borrower and the relevant Lenders of each determination of a Eurodollar EurodollarTerm SOFR Rate. Any change in the interest rate on a Loan resulting from a change in the ABR, ABR or the Eurocurrency Reserve Requirements, the C/D Assessment Rate or the C/D Reserve Percentage Requirements shall become effective as of the opening of business on the day on which such change becomes effective. The Administrative Agent shall as soon as practicable notify the Borrower and the relevant Lenders of the effective date and the amount of each such change in interest rate. (b) Each determination of an interest rate by the Administrative Agent pursuant to any provision of this Agreement shall be conclusive and binding on the Borrower and the Lenders in the absence of manifest error. The Administrative Agent shall, at the request of the Borrower, deliver to the Borrower a statement showing the quotations and calculations used by the Administrative Agent in determining any interest rate pursuant to subsection 4.1(aSection 2.11(a). Section 2.12.

Computation of Interest and Fees. (a) Whenever, in Interest based on the case of ABR Loans, Base Rate when it is based upon the Federal Funds Effective Rate shall be calculated on the basis of a 360-day year for the Prime actual days elapsed; and commitment fees, letters of credit fees and interest (other than interest based on the Base Rate when it is based upon the Federal Funds Effective Rate, interest ) shall be calculated on the basis of a 365- (or 366-, as the case may be) day year for the actual days elapsed; and, otherwise, interest and fees shall be calculated on the basis of a 360-day year for the actual days elapsed. The Administrative Agent shall as soon as practicable notify the Borrower and the Lenders of each determination of a Eurodollar Rate. Any change in the interest rate on a Loan resulting from a change in the ABR, the Eurocurrency Reserve Requirements, the C/D Assessment Base Rate or the C/D Reserve Percentage shall become effective as of the opening of business on the day on which such change becomes effective. The General Administrative Agent shall as soon as practicable notify the Borrower and the Lenders of the effective date and the amount of each such change in the Base Rate; provided that a failure by the General Administrative Agent to notify the Borrower of such respective rate changes does not affect the obligation of the Borrower to pay interest rateat the applicable rate as changed. The rates of interest specified in this Agreement are nominal rates and all interest payments and computations are to be made without allowance or deduction for deemed reinvestment of interest. (b) Each determination of an interest rate by the General Administrative Agent Agent, as the case may be, pursuant to any provision of this Agreement shall be conclusive and binding on the Borrower and the Lenders in the absence of manifest error. The General Administrative Agent shall, at the request of the Borrower, deliver to the such Borrower a statement showing in reasonable detail the quotations and calculations used by the General Administrative Agent in determining any interest rate pursuant to subsection 4.1(aSection 7.1(a). (c) [Reserved] (d) [Reserved]

Computation of Interest and Fees. (a) Whenever. (a) Interest, in fees and commissions payable pursuant hereto shall be calculated on the case basis of a 360-day year for the actual days elapsed, except that, with respect to (i) ABR Loans, it Loans the rate of interest on which is calculated on the basis of the Prime RateRate and (ii) Loans denominated in Sterling, the interest thereon shall be calculated on the basis of a 365- (or 366-, as the case may be) day year for the actual days elapsed; and, otherwise, interest and fees shall be calculated on the basis of a 360-day year for the actual days elapsed. The Administrative Agent shall as soon as practicable notify the Parent Borrower and the relevant Lenders of each determination of a Eurodollar any applicable Benchmark, including the Adjusted LIBOTerm SOFR Rate, the Adjusted EURIBOR Rate and/or XXXXX an Adjusted Daily Simple RFR, as applicable. Any change in the interest rate on a Loan resulting from a change in the ABR, the Eurocurrency Reserve Requirements, the C/D Assessment Alternate Base Rate or the C/D Reserve Percentage Statutory Reserves shall become effective as of the opening of business on the day on which such change becomes effective. The Administrative Agent shall as soon as practicable notify the Parent Borrower and the relevant Lenders of the effective date and the amount of each such change in interest rate. (b) Each determination of an interest rate by the Administrative Agent pursuant to any provision of this Agreement shall be conclusive and binding on the Borrower Borrowers and the Lenders in the absence of manifest error. The Administrative Agent shall, at the request of the Parent Borrower, deliver to the Parent Borrower a statement showing the quotations and calculations used by the Administrative Agent in determining any interest rate pursuant to subsection 4.1(a)Section 2.15(a) and the calculation of any Statutory Reserves.

Computation of Interest and Fees. (a) Whenever, Interest in the case of ABR Loans, it is calculated on the basis respect of the Prime Rate, interest Reference Rate Loans and the Swing Line Loans (other than ASK Rate Loans) shall be calculated on the basis of a 365- 365 (or 366-366, as the case may be) day year for the actual days elapsed; and, otherwise, . Commitment Fees and interest in respect of ASK Rate Loans and fees Eurodollar Loans shall be calculated on the basis of a 360-360 day year for the actual days elapsed. The Administrative Agent shall as soon as practicable notify the Borrower and the Lenders of each determination of a Eurodollar Rate. Any change in the interest rate on a Loan resulting from a change in the Reference Rate, the ABR, the Eurocurrency Reserve Requirements, the C/D Assessment ASK Rate or the C/D Reserve Percentage Applicable Margin shall become effective as of the opening of business on the day on which such change becomes effectivein the ABR, the ASK Rate or Reference Rate is announced or such Applicable Margin changes as provided herein, as the case may be. The Administrative Agent shall as soon as practicable notify the Borrower and the Lenders of the effective date and the amount of each such change in interest ratechange. (b) Each determination of an interest rate by the Administrative Agent or the Swing Line Lender, as applicable, pursuant to any provision of this Agreement shall be conclusive and binding on the Borrower and the Lenders in the absence of manifest error. The Administrative Agent shall, at upon the request of the Borrower, deliver to the Borrower a statement showing the quotations and calculations used by the Administrative Agent in determining any interest rate pursuant to subsection 4.1(aSection 2.9(a). (c) [Intentionally Deleted] (d) [Intentionally Deleted] (e) [Intentionally Deleted]

Computation of Interest and Fees. (a) WheneverInterest and fees payable pursuant hereto shall be calculated on the basis of a 360-day year for the actual days elapsed, in except that, with respect to ABR Loans the case rate of ABR Loans, it interest on which is calculated on the basis of the Prime Rate, the interest thereon shall be calculated on the basis of a 365- (or 366-, as the case may be) day year for the actual days elapsed; andelapsed or, otherwisein the case of interest in respect of Loans denominated in Alternative Currencies as to which market practice differs from the foregoing, interest and fees shall be calculated on the basis of a 360-day year for the actual days elapsedin accordance with such market practice. The Administrative Agent shall as soon as practicable notify the Borrower and the relevant Lenders of each determination of a Eurodollar RateRate or Adjusted Term SOFR. Any change in the interest rate on a Loan resulting from a change in the ABRABR or, the Eurocurrency Reserve Requirements, the C/D Assessment Eurodollar Rate or the C/D Reserve Percentage Adjusted Term SOFR shall become effective as of the opening of business on the day on which such change becomes effective. The Administrative Agent shall as soon as practicable notify the Borrower and the relevant Lenders of the effective date and the amount of each such change in interest rate. (b) Each determination of an interest rate by the Administrative Agent pursuant to any provision of this Agreement shall be conclusive and binding on the Borrower and the Lenders in the absence of manifest error. The Administrative Agent shall, at the request of the Borrower, deliver to the Borrower a statement showing the quotations and calculations used by the Administrative Agent in determining any interest rate pursuant to subsection 4.1(aSection 2.14(a) or (b).

Computation of Interest and Fees. (a) WheneverInterest, in fees and other amounts payable pursuant hereto shall be calculated on the case basis of a 360-day year for the actual days elapsed, except that, with respect to ABR Loans, it Loans the rate of interest on which is calculated on the basis of the Prime Rate, the interest thereon shall be calculated on the basis of a 365- (or 366-, as the case may be) day year for the actual days elapsed; and, otherwise, interest and fees shall be calculated on the basis of a 360-day year for the actual days elapsed. The Administrative Agent shall as soon as practicable notify the Borrower and the relevant Lenders of each determination of a Eurodollar Rate. Any change in the interest rate on a Loan resulting from a change in the ABR, ABR or the Eurocurrency Reserve Requirements, the C/D Assessment Rate or the C/D Reserve Percentage Requirements shall become effective as of the opening of business on the day on which such change becomes effective. The Administrative Agent shall as soon as practicable notify the Borrower and the relevant Lenders of the effective date and the amount of each such change in interest rate. (b) Each determination of an interest rate by the Administrative Agent pursuant to any provision of this Agreement shall be conclusive and binding on the Borrower and the Lenders in the absence of manifest error. The Administrative Agent shall, at the request of the Borrower, deliver to the Borrower a statement showing the quotations and calculations used by the Administrative Agent in determining any interest rate pursuant to subsection 4.1(a)2.12.

Computation of Interest and Fees. (a) Whenever, The Facility Fee and interest in the case respect of ABR Loans, it is calculated on the basis of the Prime Rate, interest Rate Loans shall be calculated on the basis of a 365- 365 (or 366-366, as the case may be) day year for the actual days elapsed; and, otherwise, interest . Interest on all Eurodollar Loans and Issuance Fees and the fees payable pursuant to subsection 2.7(b) shall be calculated on the basis of a 360-day year for the actual days elapsed. The Administrative Agent shall as soon as practicable practicable, but not later than the close of business on the date of determination, notify the Borrower Company and the Lenders Designated Subsidiaries and the Banks of each determination of a Eurodollar Rate. Any change in the interest rate on a Loan the Company Loans resulting from a change in the ABR, Prime Rate or the Eurocurrency Reserve Requirements, the C/D Assessment Rate or the C/D Reserve Percentage Requirements shall become effective as of the opening of business on the day on which such change becomes in the Prime Rate is announced, or such change in the Eurocurrency Reserve Requirements shall become effective, as the case may be. The Administrative Agent shall as soon as practicable practicable, but not later than three Business Days before the close of business on the effective date, notify the Borrower Company and the Lenders Designated Subsidiaries and the Banks of the effective date and the amount of each such change in interest ratechange. (b) Each determination of an interest rate by the Administrative Agent pursuant to any provision of this Agreement shall be conclusive and binding on the Borrower and the Lenders in the absence of manifest error. The Administrative Agent shall, at the request prima facie evidence of the Borrower, deliver to accuracy of the Borrower a statement showing the quotations and calculations used by the Administrative Agent in determining any interest rate pursuant to subsection 4.1(a)facts so determined.

Computation of Interest and Fees. (a) WheneverInterest and fees payable pursuant hereto shall be calculated on the basis of a 360-day year for the actual days elapsed, in except that, with respect to ABR Loans the case rate of ABR Loans, it interest on which is calculated on the basis of the Prime Rate, the interest thereon shall be calculated on the basis of a 365- (or 366-, as the case may be) day year for the actual days elapsed; and, otherwise, interest and fees shall be calculated on the basis of a 360-day year for the actual days elapsed. The Administrative Agent shall as soon as practicable notify the Borrower and the relevant Lenders of each determination of a Eurodollar Rate. Any change in the interest rate on a Loan resulting from a change in the ABR, ABR or the Eurocurrency Reserve Requirements, the C/D Assessment Rate or the C/D Reserve Percentage Requirements shall become effective as of the opening of business on the day on which such change becomes effective. The Administrative Agent shall as soon as practicable notify the Borrower and the relevant Lenders of the effective date and the amount of each such change in interest rate. (b) Each determination of an interest rate by the Administrative Agent pursuant to any provision of this Agreement shall be conclusive and binding on the Borrower and the Lenders in the absence of manifest error. The Administrative Agent shall, at the request of the Borrower, deliver to the Borrower a statement showing the quotations and calculations used by the Administrative Agent in determining any interest rate pursuant to subsection 4.1(aSection 2.16(a). For purposes of the Interest Act (Canada), (i) whenever any interest or fee under this Agreement is calculated using a rate based on a number of days less than 365 or 366, as the case may be, such rate determined pursuant to such calculation, when expressed as an annual rate, is equivalent to (x) the applicable rate, (y) multiplied by the actual number of days in the calendar year in which the period for which such interest or fee is payable (or compounded) ends, and (z) divided by the number of days based on which such rate is calculated, (ii) the principle of deemed reinvestment of interest shall not apply to any interest calculation under this Agreement, and (iii) the rates of interest stipulated in this Agreement are intended to be nominal rates and not effective rates or yields.

Computation of Interest and Fees. (a) WheneverInterest and fees payable pursuant hereto shall be calculated on the basis of a 360-day year for the actual days elapsed, in except that, with respect to ABR Loans the case rate of ABR Loans, it interest on which is calculated on the basis of Bank of America’s “prime rate”, the Prime Rate, interest thereon shall be calculated on the basis of a 365- (or 366-, as the case may be) day year for the actual days elapsed; and, otherwise, interest and fees shall be calculated on the basis of a 360-day year for the actual days elapsed. The Administrative Agent shall as soon as practicable notify the Borrower and the relevant Lenders of each determination of a Eurodollar Rate. Any change in the interest rate on a Loan resulting from a change in the ABR, the Eurocurrency Reserve Requirements, the C/D Assessment Rate ABR or the C/D Reserve Percentage Eurodollar Rate shall become effective as of the opening of business on the day on which such change becomes effective. Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid, provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(c), bear interest for one day. The Administrative Agent shall as soon as practicable notify the Borrower and the relevant Lenders of the effective date and the amount of each such change in interest rate. (b) Each determination of an interest rate by the Administrative Agent pursuant to any provision of this Agreement shall be conclusive and binding on the Borrower and the Lenders in the absence of manifest error. The Administrative Agent shall, at the request of the Borrower, deliver to the Borrower a statement showing the quotations and calculations used by the Administrative Agent in determining any interest rate pursuant to subsection 4.1(aSection 2.12(a).

Computation of Interest and Fees. (a) Whenever(a) Interest, in fees and commissions payable pursuant hereto shall be calculated on the case basis of ABR Loansa 360-day year for the actual days elapsed, it except that, with respect to Base Rate Loans on which interest is calculated on the basis of the Prime Rate, the interest thereon shall be calculated on the basis of a 365- (or 366-, as the case may be) day year for the actual days elapsed; and, otherwise, interest and fees shall be calculated on the basis of a 360-day year for the actual days elapsed. The Administrative Agent shall as soon as practicable notify the Borrower and the relevant Lenders of each determination of a Eurodollar Rate. Any change in the interest rate on a Loan resulting from a change in the ABR, Base Rate or the Eurocurrency Reserve Requirements, the C/D Assessment Rate or the C/D Reserve Percentage Requirements shall become effective as of the opening of business on the day on which such change becomes effective. The Administrative Agent shall as soon as practicable notify the Borrower and the relevant Lenders of the effective date and the amount of each such change in interest rate. (b) Each determination of an interest rate by the Administrative Agent pursuant to any provision of this Agreement shall be conclusive and binding on the Borrower and the Lenders in the absence of manifest error. The Administrative Agent shall, at the request of the Borrower, deliver to the Borrower a statement showing the quotations and calculations used by the Administrative Agent in determining any interest rate pursuant to subsection 4.1(aSection 2.15(a).

Computation of Interest and Fees. (a) Whenever, Interest in the case respect of ABR LoansLoans comprising each ABR Borrowing, it (A) at any time that the Alternate Base Rate is calculated on the basis of determined by reference to the Prime Rate, interest Rate shall be calculated on the basis of a 365- 365 day year (or 366-, 366 day year as the case may be) day year for the actual days elapsed; andelapsed and (B) at any time that the Alternate Base Rate is determined by reference to the Federal Funds Effective Rate, otherwise, interest and fees shall be calculated on the basis of a 360-day year for the actual days elapsed. The Administrative Agent shall as soon as practicable notify the Borrower and the Lenders of each determination of . (b) Eurodollar Loans comprising a Eurodollar Rate. Borrowing shall bear interest (computed on the basis of the actual number of days elapsed over a year of 360 days) at a rate per annum equal to the Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus the Applicable Margin. (c) Any change in the interest rate on a Loan resulting from a change in the ABR, the Eurocurrency Reserve Requirements, the C/D Assessment Alternate Base Rate or the C/D Reserve Percentage Adjusted LIBO Rate, as the case may be, shall become effective as of the opening of business on the day on which such change becomes effectiveis announced; provided, however, that no change (other than a change resulting from a change in Statutory Reserve) in the Adjusted LIBO Rate during an Interest Period shall affect the interest rate borne by the outstanding Borrowing during such Interest Period. The Administrative Agent shall shall, as soon as practicable practicable, notify the Borrower and the Lenders of the effective date and the amount of each such change in interest rate. (bd) Each determination of an interest rate by the Administrative Agent pursuant to any provision of this Agreement shall be conclusive and binding on the Borrower and the Lenders in the absence of manifest error. The Administrative Agent shall, at the request of the Borrower, deliver to the Borrower a statement showing the quotations and calculations used by the Administrative Agent in determining any interest rate pursuant to subsection 4.1(a).

Computation of Interest and Fees. (a) WheneverInterest, in fees and commissions payable pursuant hereto shall be calculated on the case basis of ABR Loansa 360-day year for the actual days elapsed, it except that, with respect to Base Rate Loans the rate of interest on which is calculated on the basis of the Prime Rate, the interest thereon shall be calculated on the basis of a 365- (or 366-, as the case may be) day year for the actual days elapsed; and, otherwise, interest and fees shall be calculated on the basis of a 360-day year for the actual days elapsed. The Administrative Agent shall as soon as practicable notify the Borrower and the relevant Lenders of each determination of a Eurodollar Rate. Any change in the interest rate on a Loan resulting from a change in the ABR, Base Rate or the Eurocurrency Reserve Requirements, the C/D Assessment Rate or the C/D Reserve Percentage Requirements shall become effective as of the opening of business on the day on which such change becomes effective. The Administrative Agent shall as soon as practicable notify the Borrower and the relevant Lenders of the effective date and the amount of each such change in interest rate. (b) Each determination of an interest rate by the Administrative Agent pursuant to any provision of this Agreement shall be conclusive and binding on the Borrower and the Lenders in the absence of manifest error. The Administrative Agent shall, at the request of the Borrower, deliver to the Borrower a statement showing the quotations and calculations used by the Administrative Agent in determining any interest rate pursuant to subsection 4.1(aSection 2.15(a).

Computation of Interest and Fees. (a) WheneverInterest, in fees and commissions payable pursuant hereto shall be calculated on the case basis of ABR Loansa 360-day year for the actual days elapsed, it except that, with respect to Base Rate Loans the rate of interest on which is calculated on the basis of the Prime Rate, the interest thereon shall be calculated on the basis of a 365- (or 366-, as the case may be) day year for the actual days elapsed; and, otherwise, interest and fees shall be calculated on the basis of a 360-day year for the actual days elapsed. The General Administrative Agent shall as soon as practicable notify the Borrower and the relevant Lenders of each determination of a Eurodollar Rate. Any change in the interest rate on a Loan resulting from a change in the ABR, Base Rate or the Eurocurrency Reserve Requirements, the C/D Assessment Rate or the C/D Reserve Percentage Requirements shall become effective as of the opening of business on the day on which such change becomes effective. The General Administrative Agent shall as soon as practicable notify the Borrower and the relevant Lenders of the effective date and the amount of each such change in interest rate. (b) Each determination of an interest rate by the General Administrative Agent pursuant to any provision of this Agreement shall be conclusive and binding on the Borrower and the Lenders in the absence of manifest error. The General Administrative Agent shall, at the request of the Borrower, deliver to the Borrower a statement showing the quotations and calculations used by the General Administrative Agent in determining any interest rate pursuant to subsection 4.1(a2.13(a).

Computation of Interest and Fees. (a) Whenever, in the case of ABR Loans, it is calculated Interest (other than interest based on the basis of the Prime Rate, interest shall be calculated on the basis of a 365- (or 366-, as the case may be) day year for the actual days elapsed; and, otherwise, interest and fees shall be calculated on the basis of a 360-day year for the actual days elapsed; and commitment fees and interest based on the Prime Rate shall be calculated on the basis of a 365-day year (or 366-day year, as the case may be) for the actual days elapsed. The Administrative Agent shall as soon as practicable notify the Parent Borrower and the affected Lenders of each determination of a Eurodollar Eurocurrency Rate. Any change in the interest rate on a Loan resulting from a change in the ABR, ABR or the Eurocurrency Reserve Requirements, the C/D Assessment Rate or the C/D Reserve Percentage Requirements shall become effective as of the opening of business on the day on which such change becomes effective. The Administrative Agent shall as soon as practicable notify the Parent Borrower and the affected Lenders of the effective date and the amount of each such change in interest rate. (b) Each determination of an interest rate by the Administrative Agent pursuant to any provision of this Agreement shall be conclusive and binding on each of the Borrower Borrowers and the Lenders in the absence of manifest error. The Administrative Agent shall, at the request of the BorrowerParent Borrower or any Lender, deliver to the Parent Borrower or such Lender a statement showing in reasonable detail the quotations and calculations used by the Administrative Agent in determining any interest rate pursuant to subsection 4.1(a)Section 4.1, excluding any Eurocurrency Base Rate which is based upon the BBA LIBOR Settlement Rates Page and any ABR Loan which is based upon the Prime Rate.

Computation of Interest and Fees. (a) WheneverInterest, in fees and commissions payable pursuant hereto shall be calculated on the case basis of a 360-day year for the actual days elapsed, except that, with respect to ABR Loans, it Loans the rate of interest on which is calculated on the basis of the Prime Rate, the interest thereon shall be calculated on the basis of a 365- (or 366-, as the case may be) day year for the actual days elapsed; and, otherwise, interest and fees shall be calculated on the basis of a 360-day year for the actual days elapsed. The Administrative Agent shall as soon as practicable notify the Borrower Borrowers and the relevant Lenders of each determination of a Eurodollar Rate. Any change in the interest rate on a Loan resulting from a change in the ABR, ABR or the Eurocurrency Reserve Requirements, the C/D Assessment Rate or the C/D Reserve Percentage Requirements shall become effective as of the opening of business on the day on which such change becomes effective. The Administrative Agent shall as soon as practicable notify the Borrower Borrowers and the relevant Lenders of the effective date and the amount of each such change in interest rate. (b) Each determination of an interest rate by the Administrative Agent pursuant to any provision of this Agreement shall be conclusive and binding on the Borrower Borrowers and the Lenders in the absence of manifest error. The Administrative Agent shall, at the request of the BorrowerBorrowers, deliver to the Borrower Borrowers a statement showing the quotations and calculations used by the Administrative Agent in determining any interest rate pursuant to subsection 4.1(aSection 2.14(a).

Computation of Interest and Fees. (a) WheneverInterest and fees payable pursuant hereto shall be calculated on the basis of a 360-day year for the actual days elapsed, in except that, with respect to (i) ABR Loans the case rate of ABR Loans, it interest on which is calculated on the basis of the Prime Rate, the interest thereon shall be calculated on the basis of a 365- (or 366-, as the case may be) day year for the actual days elapsed; andelapsed and (ii) Loans denominated in Pounds Sterling or Canadian Dollars, otherwise, the interest and fees thereon shall be calculated on the basis of a 360365-day year for the actual days elapsed; provided that with respect to Loans denominated in a Foreign Currency, the interest thereon shall be calculated in accordance with market practice, if market practice differs from the foregoing. The Administrative Agent shall as soon as practicable notify the Parent Borrower and the relevant Lenders of each determination of a Eurodollar Eurocurrency Rate. Any change in the interest rate on a Loan resulting from a change in the ABR, the Eurocurrency Reserve Requirements, the C/D Assessment Rate or the C/D Reserve Percentage ABR shall become effective as of the opening of business on the day on which such change becomes effective. The Administrative Agent shall as soon as practicable notify the Parent Borrower and the relevant Lenders of the effective date and the amount of each such change in interest rate. (b) Each determination of an interest rate by the Administrative Agent pursuant to any provision of this Agreement shall be conclusive and binding on the Borrower Borrowers and the Lenders in the absence of manifest error. The Administrative Agent shall, at the request of the Parent Borrower, deliver to the Parent Borrower a statement showing the quotations and calculations used by the Administrative Agent in determining any interest rate pursuant to subsection 4.1(aSection 2.15(a).

Computation of Interest and Fees. (a) WheneverCommitment fees and, in the case of ABR Loans, whenever it is calculated on the basis of the Prime Rate, interest shall be calculated on the basis of a 365- (or 366-, as the case may be) day year for the actual days elapsed; and, otherwise, interest and fees shall be calculated on the basis of a 360-day year for the actual days elapsed. The Administrative Agent shall as soon as practicable notify the affected Borrower and the affected Lenders of each determination of a Eurodollar Eurocurrency Rate. Any change in the interest rate on a Loan resulting from (i) a change in the ABR, ABR or the Eurocurrency Reserve Requirements, the C/D Assessment Rate or the C/D Reserve Percentage Requirements shall become effective as of the opening of business on the day on which such change becomes effectiveeffective and (ii) the Leverage Ratio of the Primary Borrower and its Subsidiaries shall become effective as of the opening of business (x) on the date upon which the Administrative Agent receives the financial statements required to be delivered pursuant to subsection 12.1 which evidence such change in the Leverage Ratio or (y) if such financial statements are not delivered when due (after giving effect to the applicable cure period), on the date such financial statements were required to be delivered. The Administrative Agent shall as soon as practicable notify the German Term Loan Servicing Bank, the affected Borrower and the affected Lenders of the effective date and the amount of each such change in interest rate. (b) Each determination of an interest rate by the Administrative Agent pursuant to any provision of this Agreement shall be conclusive and binding on the Borrower Borrowers and the Lenders in the absence of manifest error. The Administrative Agent shall, at the request of the Primary Borrower, deliver to the Primary Borrower a statement showing the quotations and calculations used by the Administrative Agent in determining any interest rate pursuant to subsection 4.1(a9.10(a).

Computation of Interest and Fees. (a) WheneverInterest and fees payable ------------------------------------- pursuant hereto shall be calculated on the basis of a 360-day year for the actual days elapsed, in except that, with respect to ABR Loans the case rate of ABR Loans, it interest on which is calculated on the basis of the Prime Rate, the interest thereon shall be calculated on the basis of a 365- (or 366-, as the case may be) day year for the actual days elapsed; and, otherwise, interest and fees shall be calculated on the basis of a 360-day year for the actual days elapsed. The Administrative Agent shall as soon as practicable notify the Borrower and the relevant Lenders of each determination of a Eurodollar Rate. Any change in the interest rate on a Loan resulting from a change in the ABR, ABR or the Eurocurrency Reserve Requirements, the C/D Assessment Rate or the C/D Reserve Percentage Requirements shall become effective as of the opening of business on the day on which such change becomes effective. The Administrative Agent shall as soon as practicable notify the Borrower and the relevant Lenders of the effective date and the amount of each such change in interest rate. (b) Each determination of an interest rate by the Administrative Agent pursuant to any provision of this Agreement shall be conclusive and binding on the Borrower and the Lenders in the absence of manifest error. The Administrative Agent shall, at the request of the Borrower, deliver to the Borrower a statement showing the quotations and calculations used by the Administrative Agent in determining any interest rate pursuant to subsection 4.1(aSection 2.16(a).

Computation of Interest and Fees. (a) Whenever, All interest in the case respect of ABR Loans, it is calculated on the basis of the Prime Rate, interest Alternate Base Rate Loans shall be calculated on the basis of a 365- 360 day year for the actual days elapsed, except where the applicable interest rate for such Loan is the Prime Rate, in which case the rate per annum shall be computed on the basis of a 365 (or 366-, 366 as the case may be) day year for the actual days elapsed; and. Facility Fees, otherwise, Utilization Fees and interest and fees in respect of Eurodollar Loans shall be calculated on the basis of a 360-360 day year for the actual days elapsed. The Administrative Agent shall as soon as practicable notify the Borrower Company and the Lenders of each determination of a Eurodollar Rate. Any change in the interest rate on a Loan resulting from a change in the ABRAlternate Base Rate, the Eurocurrency Reserve Requirements, the C/D Assessment Rate Applicable Margin or the C/D Reserve Percentage shall become effective as of the opening of business on the day on which such change becomes in the Alternate Base Rate is announced or such Applicable Margin changes as provided herein or such change in the Reserve Percentage shall become effective. The Administrative Agent shall as soon as practicable notify the Borrower Company and the Lenders of the effective date and the amount of each such change in interest ratechange. (ba) Each determination of an interest rate by the Administrative Agent pursuant to any provision of this Agreement shall be conclusive and binding on the Borrower Company and the Lenders in the absence of manifest error. The Administrative Agent shall, at the request of the BorrowerCompany, deliver to the Borrower Company a statement showing the quotations and calculations used by the Administrative Agent in determining any interest rate pursuant to subsection 4.1(a2.8(a) or (c).

Computation of Interest and Fees. (a) Whenever, Interest in the case respect of ABR Loans, it is calculated on the basis of the Prime Rate, interest ----------- -- -------- --- ---- Rate Loans shall be calculated on the basis of a 365- (or 366-, as the case may be) 365-day year for the actual number of days elapsed; and, otherwise, elapsed (including the first day but excluding the last day). Facility Fees and interest in respect of Eurocurrency Loans and fees Swing Line Loans shall be calculated on the basis of a 360-day year for the actual number of days elapsed. The Administrative Agent shall as soon as practicable notify the Borrower Company and the Lenders Banks of each determination of a Eurodollar Eurocurrency Rate. Any change in the interest rate on a Loan resulting from a change in the ABR, the Eurocurrency Reserve Requirements, the C/D Assessment Prime Rate or the C/D Reserve Percentage shall become effective as of the opening of business on the day on which such change becomes effectivein the Prime Rate is announced. The Administrative Agent shall as soon as practicable notify the Borrower and the Lenders Company of the effective date and the amount of each such change in interest ratechange. The outstanding amount of the Loans as reflected on the Administrative Agent's records from time to time shall be considered correct and binding on the Company and the Banks unless within five Business Days after receipt of any notice by the Administrative Agent of such outstanding amount, the Company or any of the Banks, as the case may be, shall notify the Administrative Agent to the contrary. (b) Each determination of an interest rate by the Administrative Agent pursuant to any provision of this Agreement shall be conclusive and binding on the Borrower and the Lenders Company in the absence of manifest error. The Administrative Agent shall, at the request of the BorrowerCompany, deliver to the Borrower Company a statement showing the quotations and calculations used by the Administrative Agent in determining any interest rate pursuant to subsection 4.1(aSection 2.4(a).

Computation of Interest and Fees. (a) Whenever, in Interest (other than interest based on the case of ABR Loans, it is Prime Rate) shall be calculated on the basis of a 360-day year for the actual days elapsed; and commitment fees and any other fees and interest based on the Prime Rate, interest Rate shall be calculated on the basis of a 365- (or 366-366-day year, as the case may be) day year for the actual days elapsed; and, otherwise, interest and fees shall be calculated on the basis of a 360-day year for the actual days elapsed. The Administrative Agent shall as soon as practicable notify the Borrower and the affected Lenders of each determination of a Eurodollar Eurocurrency Rate. Any change in the interest rate on a Loan resulting from a change in the ABR, ABR or the Eurocurrency Reserve Requirements, the C/D Assessment Rate or the C/D Reserve Percentage RequirementsRate shall become effective as of the opening of business on the day on which such change becomes effective. The Administrative Agent shall as soon as practicable notify the Borrower and the affected Lenders of the effective date and the amount of each such change in interest rate. (b) Each determination of an interest rate by the Administrative Agent pursuant to any provision of this Agreement shall be conclusive and binding on the Borrower and the Lenders in the absence of manifest error. The Administrative Agent shall, at the request of the BorrowerBorrower or any Lender, deliver to the Borrower or such Lender a statement showing in reasonable detail the quotations and calculations used by the Administrative Agent in determining any interest rate pursuant to subsection 4.1(a)3.1, excluding any Eurocurrency Base Rate which is based upon the BBA LIBOR Rates Page and any ABR Loan which is based upon the Prime Rate.

Computation of Interest and Fees. (a) WheneverInterest, in fees and commissions payable pursuant hereto shall be calculated on the case basis of ABR Loansa 360-day year for the actual days elapsed, it except that, with respect to Base Rate Loans the rate of interest on which is calculated on the basis of the Prime Rate, the interest thereon shall be calculated on the basis of a 365- (or 366-, as the case may be) day year for the actual days elapsed; and, otherwise, interest and fees shall be calculated on the basis of a 360-day year for the actual days elapsed. The Administrative Agent shall as soon as practicable notify the Borrower and the relevant Lenders of each determination of a Eurodollar Rate. Any change in the interest rate on a Loan resulting from a change in the ABR, Base Rate or the Eurocurrency Reserve Requirements, the C/D Assessment Rate or the C/D Reserve Percentage Requirements shall become effective as of the opening of business on the day on which such change becomes effective. The Administrative Agent shall as soon as practicable notify the Borrower and the relevant Lenders of the effective date and the amount of each such change in interest rate. (b) Each determination of an interest rate by the Administrative Agent pursuant to any provision of this Agreement shall be conclusive and binding on the Borrower and the Lenders in the absence of manifest error. The Administrative Agent shall, at the request of the Borrower, deliver to the Borrower a statement showing the quotations and calculations used by the Administrative Agent in determining any interest rate pursuant to subsection 4.1(aSection 2.12(a).

Computation of Interest and Fees. (a) WheneverInterest, in fees and commissions payable pursuant hereto shall be calculated on the case basis of ABR Loansa 360-day year for the actual days elapsed, it except that, with respect to Base Rate Loans on which interest is calculated on the basis of the Prime Rate, the interest thereon shall be calculated on the basis of a 365- (or 366-, as the case may be) day year for the actual days elapsed; and, otherwise, interest and fees shall be calculated on the basis of a 360-day year for the actual days elapsed. The Administrative Agent shall as soon as practicable notify the Borrower Borrowers and the relevant Lenders of each determination of a Eurodollar Rate. Any change in the interest rate on a Loan resulting from a change in the ABR, Base Rate or the Eurocurrency Reserve Requirements, the C/D Assessment Rate or the C/D Reserve Percentage Requirements shall become effective as of the opening of business on the day on which such change becomes effective. The Administrative Agent shall as soon as practicable notify the Borrower Borrowers and the relevant Lenders of the effective date and the amount of each such change in interest rate. (b) Each determination of an interest rate by the Administrative Agent pursuant to any provision of this Agreement shall be conclusive and binding on the Borrower and the Lenders Borrowers in the absence of manifest error. Each determination of an interest rate by the Administrative Agent pursuant to any provision of this Agreement shall be conclusive and binding on each Lender, unless such Lender notifies the Administrative Agent in writing to the contrary within thirty (30) days after such determination is made by the Administrative Agent. The Administrative Agent shall, at the request of the a Borrower, deliver to the Borrower Borrowers a statement showing the quotations and calculations used by the Administrative Agent in determining any interest rate pursuant to subsection 4.1(aSection 2.13(a).

Computation of Interest and Fees. (a) WheneverInterest and fees payable -------------------------------- pursuant hereto shall be calculated on the basis of a 360-day year for the actual days elapsed, in except that, with respect to Base Rate Loans the case rate of ABR Loans, it interest on which is calculated on the basis of the Prime Reference Rate, the interest thereon shall be calculated on the basis of a 365- (or 366-, as the case may be) day year for the actual days elapsed; and, otherwise, interest and fees shall be calculated on the basis of a 360-day year for the actual days elapsed. The Administrative Agent shall as soon as practicable notify the Borrower and the relevant Lenders of each determination of a Eurodollar Rate. Any change in the interest rate on a Revolving Loan resulting from a change in the ABR, Base Rate or the Eurocurrency Reserve Requirements, the C/D Assessment Rate or the C/D Reserve Percentage Requirements shall become effective as of the opening of business on the day on which such change becomes effective. The Administrative Agent shall as soon as practicable notify the Borrower and the relevant Lenders of the effective date and the amount of each such change in interest rate. (b) Each determination of an interest rate by the Administrative Agent pursuant to any provision of this Agreement shall be conclusive and binding on the Borrower and the Lenders in the absence of manifest error. The Administrative Agent shall, at the request of the Borrower, deliver to the Borrower a statement showing the quotations and calculations used by the Administrative Agent in determining any interest rate pursuant to subsection 4.1(aSection 2.11(a).

Computation of Interest and Fees. (a) WheneverInterest, in the case of ABR Loans, it is calculated on the basis of the Prime Rate, interest shall be calculated on the basis of a 365- (or 366-, as the case may be) day year for the actual days elapsed; and, otherwise, interest fees and fees commissions payable pursuant hereto shall be calculated on the basis of a 360-day year for the actual days elapsed, except that, with respect to Base Rate Loans the rate of interest on which is calculated on the basis of the Prime Rate, the interest thereon shall be calculated on the basis of a 365-day (or 366-day, as the case may be) year for the actual days elapsed. The Administrative Agent shall as soon as practicable notify the Borrower and the relevant Lenders of each determination of a Eurodollar Rate. Any change in the interest rate on a Loan resulting from a change in the ABR, Base Rate or the Eurocurrency Reserve Requirements, the C/D Assessment Rate or the C/D Reserve Percentage Requirements shall become effective as of the opening of business on the day on which such change becomes effective. The Administrative Agent shall as soon as practicable notify the Borrower and the relevant Lenders of the effective date and the amount of each such change in interest rate. (b) Each determination of an interest rate by the Administrative Agent pursuant to any provision of this Agreement shall be conclusive and binding on the Borrower and the Lenders in the absence of manifest error. The Administrative Agent shall, at the request of the BorrowerBorrower or a Lender, deliver to the Borrower or such Lender a statement showing the quotations and calculations used by the Administrative Agent in determining any interest rate pursuant to subsection 4.1(aSection 2.15(a).